Exhibit
10.2


 


EXPION360
INC.


2021
INCENTIVE AWARD PLAN


 


ARTICLE
I. PURPOSE


 


The
Plan’s purpose is to enhance the Company’s
ability to attract, retain and motivate persons
who make (or are expected to make)
important contributions to the Company
by providing these individuals with equity ownership
opportunities.


 


ARTICLE
II. DEFINITIONS


 


As
used in the Plan,
the following words and phrases have the
meanings specified below, unless the context clearly
indicates otherwise:


 


2.1              
“Administrator” means the Board
or a Committee to the extent that the
Board’s powers or authority
under the Plan have been delegated
to such Committee. With reference to
the Board’s or a Committee’s powers
or authority under the Plan that have
been delegated to one or more
officers pursuant to Section 4.2, the term
“Administrator” shall refer to such officer(s) unless and until such delegation
has been revoked.


 


2.2              
“Applicable Law”
means any applicable law, including without limitation:
(a) provisions of the Code, the Securities
Act, the Exchange Act and any rules or regulations
thereunder; (b) corporate, securities, tax or other
laws, statutes, rules, requirements or regulations,
whether U.S. or non-U.S. federal, state
or local; and (c)
rules of any securities exchange or automated
quotation system on which the Shares are listed,
quoted or traded.


 


2.3              
“Award” means an Option award, Stock Appreciation Right award, Restricted Stock
award, Restricted Stock Unit award, Performance Bonus Award, Performance Stock Unit award, Dividend Equivalents award
or Other Stock or Cash Based Award
granted to a Participant under the Plan.


 


2.4              
“Award Agreement” means an agreement
evidencing an Award, which may be written
or electronic, that contains such terms
and conditions as the Administrator determines,
consistent with and subject to the terms
and conditions of the Plan.


 


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



 


2.6              
“Cause” shall have the meaning
ascribed to such term, or term of similar
effect, in any offer letter, employment, severance or
similar agreement, including any Award Agreement,
between the Participant and the Company or any Subsidiary; provided, that in the
absence of an offer
letter, employment, severance or similar agreement containing such definition,
“Cause” means, with respect to a Participant,
the occurrence of any of the following: (a)
an act of dishonesty made by the Participant
in connection with the Participant’s
responsibilities as a Service Provider; (b) the Participant’s
conviction of, or
plea of nolo
contendere to, a felony or any crime involving
fraud, embezzlement or any other act
of moral turpitude, or a material
violation of federal or state
law by the Participant that the Administrator reasonably determines has had or will
have a material detrimental effect on
the Company’s or any Subsidiary’s reputation
or business; (c) the Participant’s
gross misconduct; (d) the Participant’s willful and material
unauthorized use or disclosure of
any proprietary information or trade
secrets of the Company, any Subsidiary
or any other party to whom the Participant
owes an obligation of nondisclosure as
a result of the Participant’s relationship with
the Company or any Subsidiary; (e) the Participant’s
willful breach of any material obligations under any written
agreement, covenant, rule, procedure, policy or manual with or
of the Company or any Subsidiary; or
(f) the Participant’s continued substantial
failure to perform the Participant’s
duties as a Service Provider (other than as a result
of the Participant’s physical or mental
incapacity) after the Participant has received
a written demand for performance (which may be delivered
by electronic mail or other
means) that sets forth the factual basis for the determination that the Participant
has not substantially performed the Participant’s
duties and has failed to cure such non-performance
to the Administrator’s reasonable satisfaction within 10
days after receiving
such notice. For purposes
of this Section 2.6, no act or failure
to act shall be considered willful
unless it is done in bad faith
and without reasonable intent that the act or failure
to act was in
the best interest of the Company or required
by law. Any act, or failure
to act, based upon authority or instructions
given to the Participant pursuant to a direct
instruction from the Company’s chief executive officer or
based on the advice of counsel
for the Company will be conclusively presumed
to be done or omitted to be done by the
Participant in good faith and in the best interest
of the Company.



     


     


    







		2.7	“Change
                                            in
                                            Control”
                                            means any of the
                                            following:



 


(a)               
A transaction or series of transactions
(other than an offering of Common Stock
to the general public through a registration statement
filed with the Securities and Exchange Commission)
whereby any “person” or related
“group” of “persons” (as such terms are used
in Sections 13(d) and 14(d)(2) of the
Exchange Act) directly or indirectly acquires beneficial ownership (within the meaning
of Rules 13d-3 and 13d-5 under the
Exchange Act) of the Company’s securities possessing more than 50%
of the total combined voting power of
the Company’s securities outstanding immediately after such acquisition;
provided, however, that the following acquisitions shall not constitute a Change
in Control: (i) any acquisition by the Company
or any Subsidiary; (ii) any acquisition
by an employee benefit plan maintained by the Company
or any Subsidiary, (iii) any acquisition which
complies with Sections 2.7(c)(i), 2.7(c)(ii) and 2.7(c)(iii); or (iv)
in respect of an Award held
by a particular Participant, any acquisition
by the Participant or any group
of persons including the Participant (or any entity
controlled by the Participant or any group
of persons including the Participant);


 


 


Board;


		(b)	The
                                            Incumbent Directors cease for any reason
                                            to constitute a majority
                                            of the



 


(c)               
The consummation by the Company (whether directly
involving the Company or indirectly involving
the Company through one or more intermediaries)
of (x) a merger, consolidation, reorganization, or business
combination, (y) a sale or other
disposition of all or substantially all
of the Company’s assets in any single
transaction or series of related transactions
or (z) the acquisition of
assets or stock of another entity, in
each case other than a transaction:





(i) 
which results in the Company’s voting securities
outstanding immediately before the transaction continuing to represent
(either by remaining outstanding or by
being converted into voting securities of
the Company or the person that, as a
result of the
transaction, controls, directly or indirectly, the Company or owns,
directly or indirectly, all or substantially
all of the Company’s assets or otherwise
succeeds to the business of the Company
(the Company or such person, the “Successor
Entity”)) directly or indirectly, at least
a majority of the combined voting power
of the Successor Entity’s outstanding voting securities
immediately after the transaction;


 


(ii) 
after which no person
or group beneficially owns voting securities
representing 50% or more of
the combined voting power of the Successor
Entity; provided, however, that no person or group
shall be treated
for purposes of this Section 2.7(c)(ii) as beneficially
owning 50% or more of the combined voting power
of the Successor Entity solely as a result
of the voting power held in the Company
prior to the consummation of the transaction;
and


 


(iii) 
after which at least a majority of the
members of the board of directors
(or the analogous governing body) of the Successor
Entity were Board members at the time
of the Board’s approval of the execution
of the initial agreement providing for such transaction;
or


 


		(d)	The
                                            completion of
                                            a liquidation or dissolution
                                            of the Company.



 


Notwithstanding
the foregoing,
if a Change in Control constitutes a
payment event with respect to any Award
(or any portion of an Award) that provides
for the deferral of compensation
that is subject to Section 409A, to the extent
required to avoid the imposition of additional
taxes under Section 409A, the transaction or event
described in subsection (a), (b), (c) or (d)
of this Section 2.7 with
respect to such Award (or portion thereof) shall only constitute a Change in Control
for purposes of the payment timing of
such Award if such transaction also constitutes
a “change in control event,” as defined
in Treasury Regulation Section 1.409A-3(i)(5).


 


The
Administrator shall have full and final
authority, which shall be exercised in its sole
discretion, to determine conclusively whether a Change
in Control has occurred pursuant to the above
definition, the date of such Change in Control
and any incidental matters relating thereto; provided that any exercise
of authority in conjunction with
a determination of whether a Change
in Control is a “change in control event”
as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be
consistent with such regulation.


 


2.8              
“Code” means the U.S. Internal
Revenue Code of 1986, as amended, and all regulations,
guidance, compliance programs and other interpretative
authority issued thereunder.


 


2.9              
“Committee” means one or more
committees or subcommittees of
the Board, which may include one
or more Directors or
executive officers of the Company, to
the extent permitted by Applicable Law. To
the extent required to comply with the provisions
of Rule 16b-3,
it is intended that each member of the
Committee will be, at the time the Committee
takes any action with respect to an
Award that is subject to Rule
16b-3, a “non-employee director” within the meaning
of Rule 16b-3; however, a Committee member’s
failure to qualify as a “non-employee
director” within the meaning of Rule
16b-3 will not invalidate any Award
granted by the Committee that is otherwise validly granted under the Plan.









     


     


    

 


		2.10	“Common
                                            Stock” means the Class A
                                            common stock of the Company.



 


		2.11	“Company”
                                            means Expion360 Inc., a
                                            Nevada corporation, or any successor.



 


2.12          
“Consultant” means any person, including
any adviser, engaged by the Company
or a Subsidiary to render services to such
entity if the consultant or
adviser: (i) renders bona fide services
to the Company or a Subsidiary; (ii) renders services
not in connection with the offer or sale
of securities in a capital-raising transaction
and does not directly or indirectly promote
or maintain a market for the Company’s
securities; and (iii) is a natural person.


 


2.13          
“Designated Beneficiary” means, if permitted
by the Company, the beneficiary or
beneficiaries the Participant designates, in a manner
the Company determines, to receive amounts due or exercise
the Participant’s rights if the Participant dies. Without a Participant’s
effective designation, “Designated Beneficiary” will mean the Participant’s
estate or legal heirs.


 


		2.14	“Director”
                                            means a Board
                                            member.



 


		2.15	“Disability”
                                            means a permanent
                                            and total disability under Section
                                            22(e)(3) of the
                                            Code.



 


2.16          
“Dividend Equivalents” means a right
granted to a Participant to receive the equivalent
value (in cash or Shares) of dividends
paid on a specified number of Shares. Such
Dividend Equivalent shall be converted to cash
or additional Shares, or a combination
of cash and Shares,
by such formula and at such time
and subject to such limitations as may
be determined by the Administrator.


 


		2.17	“Effective
                                            Date” has the meaning set forth in
                                            Section 11.3.



 


		2.18	“Employee”
                                            means any employee of
                                            the Company or any of its
                                            Subsidiaries.



 


2.19          
“Equity Restructuring” means a
nonreciprocal transaction between the Company and
its stockholders, such as a stock dividend, stock
split (including a reverse stock split), spin-off or
recapitalization through a large, nonrecurring
cash dividend, that affects the number or kind
of Shares (or other Company securities)
or the share price of Common
Stock (or other Company securities) and causes
a change in the per share value of the
Common Stock underlying outstanding Awards.


 


2.20          
“Exchange Act” means the U.S. Securities
Exchange Act of 1934, as amended, and all regulations,
guidance and other interpretative authority issued thereunder.


 


		2.21	“Fair
                                            Market Value”
                                            means, as of
                                            any date, the value
                                            of a Share determined as follows:



(i) 
if the Common Stock is listed on any established
stock exchange, the value of a Share will be
the closing sales price for a Share
as quoted on such exchange for such date,
or if no sale occurred on such date, the last
day preceding such date during which
a sale occurred, as reported in The Wall
Street Journal or another source the Administrator
deems reliable; (ii) if the Common Stock is
not listed on an established stock exchange but is quoted on a national market or
other quotation system, the value of a Share
will be the closing sales price for a Share
on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported
in The Wall Street Journal or another source the Administrator deems reliable; or (iii)
if the Common Stock is not listed on
any established stock exchange or quoted on
a national market or
other quotation system, the value established
by the Administrator in its sole discretion. Notwithstanding the foregoing, with respect to any Award granted after the effectiveness
of the Company’s registration statement relating to its initial public offering but prior to the Public Trading Date, the Fair
Market Value means the initial public offering price of a Share as set forth in the Company’s final prospectus relating to its
initial public offering filed with the Securities and Exchange Commission.


 


2.22          
“Good Reason” shall have the
meaning ascribed to such term, or term of similar
effect, in any offer letter, employment, severance
or similar agreement, including any Award Agreement,
between the Participant and the Company or any Subsidiary;
provided, that in the absence of an offer
letter, employment, severance or similar agreement containing such definition,
Good Reason means the occurrence of one or more
of the following without the Participant’s consent: (i) a material
reduction in the Participant’s base compensation, unless such diminution applies
to all similarly situated employees, or


(ii) 
a relocation of the
principal place at which the Participant must
perform services by more than 50 miles, unless
such relocation is set forth in an
offer letter, employment agreement or similar agreement entered into between Participant
and the Company prior to a Change in
Control, or otherwise agreed by the Company
(or any Subsidiary) and the Participant. In
order to establish Good Reason, the Participant must provide the Administrator with notice
of the event giving rise to Good Reason within
30 days of the occurrence of
such event, the event shall remain uncured 30 days
thereafter and the Participant must actually terminate services within 30 days following
the end of such cure period.


 






     


     


    

2.23          
“Greater Than 10% Stockholder”
means an individual then owning (within the
meaning of Section 424(d) of the Code) more
than 10% of the total combined voting power
of all classes of stock
of the Company or any parent corporation
or subsidiary corporation of the Company, as
determined in accordance with Section 424(e) and (f)
of the Code, respectively.


 


2.24          
“Incentive Stock Option” means an Option
that meets the requirements to qualify as an “incentive
stock option” as defined in Section 422 of the
Code.


 


2.25          
“Incumbent Directors” means, for any period
of 12 consecutive months, individuals who, at the
beginning of such period, constitute the Board together with any new Director(s)
(other than a Director designated by a person
who shall have entered into an agreement with the
Company to effect a transaction described
in clause (a) or (c)
of the Change in Control
definition) whose election or nomination for election to the
Board was approved by a vote of at least
a majority (either by a specific vote or by
approval of the proxy statement of the
Company in which such person is named
as a nominee for Director without objection
to such nomination) of the
Directors then still in office who either were Directors at the beginning of
the 12-month period or whose
election or nomination for election
was previously so approved.
No individual initially elected or nominated as a director
of the Company as a result of an
actual or threatened election contest with respect
to Directors or as a result of
any other actual or threatened solicitation of proxies by or on behalf of any person other
than the Board shall be an Incumbent Director.


 


		2.26	“Non-Employee
                                            Director” means a
                                            Director who is not
                                            an Employee.



 


		2.27	“Nonqualified
                                            Stock Option”
                                            means
                                            an Option
                                            that is not an Incentive Stock Option.



 


2.28          
“Option” means a right granted
under Article VI to purchase a specified number
of Shares at a specified
price per Share during a specified time period.
An Option may be either an Incentive
Stock Option or a Nonqualified Stock
Option.


 


2.29 
“Other Stock or Cash Based Awards”
means cash awards, awards of Shares, and
other awards valued wholly or partially by
referring to, or are otherwise based on, Shares
or other property.


 


2.30          
“Overall Share Limit”
means the sum of (i)
10% of the fully diluted shares of all
classes of the Company’s common stock outstanding
immediately following the Public Trading Date plus (ii) any Shares
that are subject to Awards that become available for issuance
under the Plan pursuant to Article V
plus (iv) an increase commencing on January
1, 2022 and continuing annually on the anniversary
thereof through (and including) January 1, 2031, equal to the lesser of (A)
5% of the aggregate number of shares
of all classes of the Company’s
common stock outstanding on the
last day of the immediately preceding calendar year and (B)
such smaller number of Shares
as determined by the Board or the Committee.


 


		2.31	“Participant”
                                            means a Service
                                            Provider who has been granted an Award.



 


		2.32	“Performance
                                            Bonus Award” has
                                            the meaning set forth
                                            in Section 8.3.



 


2.33          
“Performance Stock Unit”
means a right granted to a Participant
pursuant to Section 8.1 and subject
to Section 8.2, to receive cash or Shares,
the payment of which is contingent upon
achieving certain performance goals or other
performance-based targets established by the Administrator.


 


2.34          
“Permitted Transferee” means, with respect to a Participant,
any “family member” of the Participant,
as defined in the General Instructions to Form S-8
Registration Statement under the Securities Act (or any successor
form thereto), or any other transferee specifically
approved by the Administrator after taking into account Applicable Law.


 


		2.35	“Plan”
                                            means this 2021 Incentive Award Plan.



 


2.36          
“Public Trading Date” means the first date upon which
Common Stock is listed (or approved for listing)
upon notice of issuance
on any securities exchange or designated
(or approved for designation) upon notice of issuance as a national
market security on an interdealer
quotation system.


 


2.37          
“Restricted Stock” means Shares awarded to a Participant
under Article VII, subject to certain vesting
conditions and other restrictions.






     


     


    

2.38          
 “Restricted Stock Unit”
means an unfunded, unsecured right to
receive, on the applicable settlement date,
one Share or an amount in cash
or other consideration determined by the Administrator
to be equal to the Fair Market Value
as of such settlement date, subject
to certain vesting conditions and other restrictions.


 


2.39          
“Rule 16b-3” means Rule 16b-3
promulgated under the Exchange Act, including
any amendments thereto.


 


2.40          
“Section 409A” means Section 409A
of the Code and the
regulations promulgated thereunder by the United States Treasury Department, as amended
or as may be amended
from time to time.


 


2.41          
“Securities Act” means the U.S.
Securities Act of 1933, as amended, and all
regulations, guidance and other interpretative authority issued thereunder.


 


		2.42	“Service
                                            Provider” means an Employee, Consultant or
                                            Director.



 


		2.43	“Shares”
                                            means shares of
                                            Common Stock.



 


2.44          
“Stock Appreciation Right” or “SAR”
means a right granted under Article VI to receive
a payment equal to the excess of the
Fair Market Value of a specified
number of Shares on the
date the right is exercised over the exercise
price set forth in the applicable Award
Agreement.


 


2.45          
“Subsidiary” means any entity (other
than the Company), whether U.S. or non-U.S., in an
unbroken chain of entities beginning with the Company
if each of the entities other than the
last entity in the unbroken chain beneficially owns,
at the time of the determination, securities
or interests representing at least
50% of the total combined voting power
of all classes of securities
or interests in one of
the other entities in such chain.


 


2.46          
“Substitute Awards” means Awards granted or
Shares issued by the Company in assumption
of, or in substitution or exchange
for, awards previously granted, or the right
or obligation to make
future awards, in each case by a company
or other entity acquired by the Company
or any Subsidiary or with which the Company
or any Subsidiary combines.


 


2.47          
“Tax-Related Items” means any and all
U.S. and non-U.S. federal, state and/or local taxes (including, without limitation, income tax, social
insurance, payroll tax, fringe benefits
tax, payment on account, employment tax, stamp
tax or other tax-related items related to Participant’s
participation in the Plan and legally applicable or deemed
applicable to Participant and any employer
tax liability which has been transferred to a Participant)
for which a Participant is liable in connection
with Awards and/or Shares.


 


		2.48	“Termination
                                            of
                                            Service”
                                            means:



 


(a)               
As to a Consultant, the time
when the engagement of a Participant as a Consultant
to the Company or a Subsidiary is terminated
for any reason, with or without Cause, including,
without limitation, by resignation, discharge, death or retirement,
but excluding terminations where the Consultant simultaneously commences or remains
in employment or service with the Company
or any Subsidiary.


 


(b)               
As to a Non-Employee Director,
the time when a Participant who is a Non- Employee
Director ceases to be a Director for any reason, including, without limitation, a
termination by resignation, failure to be elected,
death or retirement, but excluding terminations
where the Participant simultaneously commences or remains
in employment or service with the Company
or any Subsidiary.


 


(c)            
As to an Employee, the time
when the employee-employer relationship between a Participant and the Company
or any Subsidiary is terminated for
any reason, including, without limitation, a termination
by resignation, discharge, death, disability or retirement;
but excluding terminations where the Participant simultaneously commences or remains
in employment or service with the Company
or any Subsidiary.


 


The
Company, in its sole discretion, shall determine the
effect of all matters and questions
relating to any Termination of Service,
including, without limitation, whether a Termination of
Service has occurred, whether a Termination
of Service resulted from a discharge
for Cause and all questions of
whether particular leaves of absence
constitute a Termination of Service.
For purposes of the Plan, a Participant’s
employee-employer relationship or consultancy relationship shall be deemed
to be terminated in the event
that the Subsidiary employing or contracting
with such Participant ceases to remain
a Subsidiary following any merger, sale of
stock or other corporate transaction or event
(including, without limitation, a spin-off),
even though the Participant may subsequently
continue to perform services for that entity.


 






     


     


    

ARTICLE
III. ELIGIBILITY


 


Service
Providers are eligible to be granted
Awards under the Plan, subject to the limitations
described herein. No Service Provider shall have any right to be granted an Award pursuant
to the Plan and neither the Company
nor the Administrator is obligated to
treat Service Providers, Participants or any other
persons uniformly.


 


ARTICLE
IV. 


ADMINISTRATION
AND DELEGATION


 


4.1              
Administration.


 


(a)               
The Plan is administered by the Administrator. The
Administrator has authority to determine which Service
Providers receive Awards, grant Awards and set
Award terms and conditions,
subject to the conditions and limitations in the
Plan. The Administrator also has the authority to take all actions
and make
all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt,
amend and repeal Plan
administrative rules, guidelines and practices
as it deems advisable. The Administrator
may correct defects and ambiguities,
supply omissions, reconcile inconsistencies in the Plan or any Award
and make all other determinations that it
deems necessary or appropriate
to administer the Plan and any Awards.
The Administrator (and each member thereof) is entitled to, in
good faith, rely upon any report or other information
furnished to the Administrator or member thereof
by any officer or other Employee, the
Company’s independent certified public accountants, or any
executive compensation consultant or other professional
retained by the Company to assist in
the administration of the Plan. The Administrator’s
determinations under the Plan are in its
sole discretion and will be final, binding
and conclusive on all persons having
or claiming any interest in the Plan or
any Award.


 


(b)               
Without limiting the foregoing, the Administrator
has the exclusive power, authority and sole discretion to: (i)
designate Participants; (ii) determine the type or types of
Awards to be granted to each
Participant; (iii) determine the number of Awards
to be granted and the number
of Shares to which an Award
will relate; (iv) subject to the limitations in the
Plan, determine the terms and conditions of
any Award and related
Award Agreement, including, but not limited to, the
exercise price, grant price, purchase price, any performance criteria, any restrictions
or limitations on the
Award, any schedule for vesting,
lapse of forfeiture restrictions or restrictions on the exercisability
of an Award, and accelerations, waivers
or amendments thereof; (v) determine whether, to what
extent, and under what circumstances
an Award may be settled in, or the exercise
price of an Award may be paid
in cash, Shares, or other property, or an Award
may be canceled, forfeited, or surrendered;
and (vi) make all other decisions and determinations
that may be required pursuant to the Plan
or as the Administrator deems necessary
or advisable to administer the Plan.


 


4.2              
Delegation of Authority.To
the extent permitted by Applicable Law, the
Board or any Committee may
delegate any or all of its
powers under the Plan to one or
more Committees or officers of
the Company or any of its Subsidiaries; provided,
however, that in no event shall an officer of the Company
or any of its Subsidiaries be delegated the
authority to grant Awards to, or
amend Awards held by,
the following individuals: (a) individuals who are subject to Section
16 of the Exchange Act, or


(b)
officers of the Company
or any of its Subsidiaries or Directors
to whom authority to grant or
amend Awards has been delegated hereunder. Any delegation hereunder shall be subject
to the restrictions and limits that the Board
or Committee specifies at the time of
such delegation or that are otherwise
included in the applicable organizational documents, and the
Board or Committee, as applicable,
may at any time rescind the authority
so delegated or appoint
a new delegatee. At all
times, the delegatee appointed under this Section 4.2 shall serve in such
capacity at the pleasure of the Board
or the Committee, as applicable,
and the Board or the Committee may
abolish any committee at any time
and re-vest in itself any previously
delegated authority. Further, regardless of any
delegation, the Board or a Committee may,
in its discretion, exercise any and all rights
and duties as the Administrator under the
Plan delegated thereby, except with respect to Awards
that are required to be determined in
the sole discretion of the Board or
Committee under the rules of any securities
exchange or automated quotation system on which
the Shares are listed, quoted or traded.



     


     


    




ARTICLE
V.


STOCK
AVAILABLE FOR AWARDS


 


5.1              
Number of Shares.Subject
to adjustment under Article IX and the
terms of this Article V, Awards
may be made under the
Plan covering up to the Overall Share Limit. Shares issued or
delivered under the Plan may consist
of authorized but unissued Shares, Shares purchased
on the open market or treasury
Shares.


 


		5.2	Share
                                            Recycling.



 


(a)                 
If all or any part of an Award expires,
lapses or is terminated, converted into
an award in respect of shares
of another entity in connection
with a spin-off or other similar event, exchanged
or settled for cash, surrendered, repurchased,
canceled without having been fully exercised or forfeited,
in any case, in a manner that results in the Company
acquiring Shares covered by the Award at 
a price not greater than the price (as adjusted
to reflect any Equity Restructuring) paid by
the Participant for such Shares or
not issuing any Shares covered by the
Award, the unused Shares covered by the Award
will, as applicable, become or again
be available as Common
Stock for Awards under the Plan.
The payment of Dividend Equivalents in cash
in conjunction with any outstanding Awards
shall not count against the Overall Share Limit.


 


(b) 
In addition, the following shall be
available as Shares for future grants of
Awards: (i) Shares tendered by a Participant
or withheld by the
Company in payment of the exercise price
of an Option; (ii) Shares tendered by the Participant
or withheld by the Company to satisfy
any tax withholding obligation with respect to an Award; and (iii)
Shares subject to a Stock Appreciation Right that are not issued
in connection with the stock settlement of the Stock Appreciation Right on exercise
thereof. Notwithstanding the provisions of this
Section 5.2(b), no Shares may again
be optioned, granted or awarded pursuant
to an Incentive Stock Option if such action would
cause such Option to fail to qualify
as an incentive stock option under Section
422 of the Code.


 


5.3              
Incentive Stock Option Limitations.Notwithstanding
anything to the contrary herein, no more
than 1,000,000 Shares (as adjusted to reflect any
Equity Restructuring) may be issued pursuant
to the exercise of Incentive Stock Options.


 


5.4              
Substitute Awards.In connection
with an entity’s merger or consolidation
with the Company or any Subsidiary or
the Company’s or any Subsidiary’s acquisition
of an entity’s property or stock, the
Administrator may grant Substitute Awards in respect
of any options or other
stock or stock- based awards granted
before such merger or consolidation
by such entity or its affiliate. Substitute Awards may
be granted on such terms and conditions
as the Administrator deems appropriate,
notwithstanding limitations on Awards in the Plan.
Substitute Awards will not count
against the Overall Share Limit (nor shall Shares
subject to a Substitute Award be added to the Shares
available for Awards under the Plan
as provided under Section 5.2 above),
except that Shares acquired by exercise of
substitute Incentive Stock Options will count against
the maximum number of Shares that may
be issued pursuant to the exercise of
Incentive Stock Options under the Plan. Additionally,
in the event that a company acquired by the Company
or any Subsidiary or with which the Company
or any Subsidiary combines has shares available
under a pre-existing
plan approved by stockholders and not adopted
in contemplation of such
acquisition or combination, the shares available
for grant pursuant to the terms of such pre-existing
plan (as appropriately adjusted to reflect the transaction)
may be used for Awards under the
Plan and shall not count against the Overall Share Limit (and Shares subject to such
Awards may again become available
for Awards under the Plan as provided
under Section 5.2 above); provided that Awards
using such available shares shall not
be made after the date awards or grants could
have been made under the terms
of the pre- existing plan, absent the
acquisition or combination,
and shall only be made to individuals who were
not Service Providers prior to such acquisition or combination.


 


5.5              
Non-Employee Director Award Limit.Notwithstanding any provision
to the contrary in the Plan or in
any policy of the Company regarding non-employee
director compensation, the sum of the grant
date fair value (determined as of the grant date in accordance with Financial Accounting
Standards Board Accounting Standards Codification Topic 718, or any successor
thereto) of all equity-based Awards and the maximum
amount that may become payable pursuant
to all cash-based Awards that may be granted
to a Service Provider as compensation
for services as a Non-Employee Director during
any calendar year shall not exceed $1,000,000.


 


ARTICLE
VI.


STOCK
OPTIONS AND
STOCK APPRECIATION
RIGHTS


 


6.1              
General.The Administrator may
grant Options or Stock Appreciation Rights
to one or more Service Providers, subject to such terms
and conditions not inconsistent with
the Plan as the Administrator shall determine.
The Administrator will determine the number of Shares
covered by each Option and Stock Appreciation Right, the exercise price of each
Option and Stock Appreciation Right and the conditions
and limitations applicable to the exercise
of each Option and Stock Appreciation Right.
A Stock Appreciation Right will entitle
the Participant (or other person entitled to exercise
the Stock Appreciation Right) to receive from the Company
upon exercise of the
exercisable portion of the Stock Appreciation Right an amount
determined by multiplying (x) the excess,
if any, of the Fair Market Value of one Share
on the date of exercise over the exercise
price per Share of the Stock Appreciation Right
by


(y) 
the number of Shares with respect to which the Stock
Appreciation Right is exercised, subject to any limitations
of the Plan or that
the Administrator may impose, and payable
in cash, Shares valued at Fair Market
Value on the date of exercise
or a combination of the two as the Administrator
may determine or provide
in the Award Agreement.


 


6.2              
Exercise Price. The Administrator will
establish each Option’s and Stock Appreciation
Right’s exercise price and specify the exercise
price in the Award Agreement. Subject
to Section 6.6, the exercise price will not
be less than 100% of
the Fair Market Value on the grant date
of the Option or Stock Appreciation Right.
Notwithstanding the foregoing, in the case
of an Option or Stock
Appreciation Right that is a Substitute Award, the exercise price per share of the
Shares subject to such Option or
Stock Appreciation Right, as applicable, may
be less than the Fair Market Value per share
on the date of grant;
provided that the exercise price of any Substitute Award
shall be determined
in accordance with the applicable requirements
of Sections 424 and
409A of the Code.






     


     


    

6.3              
 Duration of Options.Subject
to Section 6.6, each Option or Stock
Appreciation Right will be exercisable at such times and as specified
in the Award Agreement, provided that the term
of an Option or Stock Appreciation Right will not exceed ten
years; provided, further, that, unless otherwise determined by the Administrator
or specified in the Award Agreement,
(a) no portion of an Option or Stock Appreciation
Right which is unexercisable at a Participant’s
Termination of Service shall thereafter become
exercisable and (b) the portion of an
Option or Stock Appreciation Right that
is unexercisable at a Participant’s Termination
of Service shall automatically expire
on the date of
such Termination of Service.
In addition, in no event
shall an Option or Stock Appreciation Right granted
to an Employee who is a non-exempt employee
for purposes of overtime
pay under the U.S. Fair Labor Standards Act of
1938 be exercisable earlier than six months
after its date of grant.
Notwithstanding the foregoing, if the Participant, prior to the end of the
term of an Option or Stock Appreciation Right,
commits an act of Cause
(as determined by the Administrator),
or violates any non-competition, non-solicitation
or confidentiality provisions of
any employment contract, confidentiality and nondisclosure
agreement or other agreement between the Participant and the Company
or any of its Subsidiaries, the right to exercise the Option
or Stock Appreciation Right, as applicable,
may be terminated by the Company and
the Company may suspend the Participant’s right
to exercise the Option or Stock
Appreciation Right when it reasonably
believes that the Participant may have
participated in any such act or
violation.


 


6.4              
Exercise.Options and Stock Appreciation
Rights may be exercised by delivering
to the Company (or such other person
or entity designated by the Administrator)
a notice of exercise,
in a form and manner the Company approves (which may
be written, electronic or telephonic
and may contain representations and warranties
deemed advisable by the
Administrator), signed or authenticated by the person
authorized to exercise the Option or Stock Appreciation
Right, together with, as applicable, (a) payment
in full of the
exercise price for the number of Shares for
which the Option is exercised in a manner specified
in Section 6.5 and (b) satisfaction
in full of any withholding
obligation for Tax-Related Items in a manner specified in Section
10.5. The Administrator may, in its discretion,
limit exercise with respect to fractional Shares and require
that any partial exercise of an Option
or Stock Appreciation Right be with
respect to a minimum number of Shares.


 


6.5              
Payment Upon Exercise.The Administrator
shall determine the methods by which payment of the exercise
price of an Option shall be made, including,
without limitation:


 


(a)               
Cash, check or wire transfer of immediately
available funds; provided that the Company may limit the use
of one of the foregoing methods if one or
more of the methods below is permitted;


 


(b)                If
there is a public market for
Shares at the time of exercise,
unless the Company otherwise determines, (A) delivery (including electronically
or telephonically to the extent permitted
by the Company) of a notice that the Participant
has placed a market sell order with
a broker acceptable to the Company with respect
to Shares then issuable upon exercise of the
Option and that the broker has been directed to deliver promptly to the Company
funds sufficient to pay the exercise
price, or (B) the Participant’s
delivery to the Company of a copy of irrevocable
and unconditional instructions to a broker acceptable to the Company to deliver
promptly to the Company an amount
sufficient to pay the exercise price
by cash, wire
transfer of immediately available funds or check; provided that such amount is paid
to the Company at such time
as may be required by the Company;


 


(c)               
To the extent permitted by the Administrator, delivery
(either by actual delivery or attestation)
of Shares owned by the Participant valued
at their Fair Market Value on the
date of delivery;


 


(d)               
To the extent permitted by the Administrator, surrendering
Shares then issuable upon the Option’s exercise valued at their Fair Market
Value on the exercise date;


 


(e)               
To the extent permitted by the Administrator, delivery
of a promissory note or any other lawful
consideration; or


 


 


payment
forms.


		(f)	To
                                            the extent permitted by the
                                            Administrator, any combination of the
                                            above



 


6.6              
Additional Terms of Incentive Stock
Options.The Administrator
may grant Incentive Stock Options
only to employees of the Company, any
of its present or future parent or subsidiary
corporations, as defined in Sections 424(e) or (f)
of the Code, respectively, and any other
entities the employees of which
are eligible to receive Incentive Stock Options
under the Code. If an Incentive Stock
Option is granted to a Greater Than 10% Stockholder,
the exercise price will not be
less than 110% of the Fair Market Value
on the Option’s grant date, and the term
of the Option will not exceed five years. All Incentive Stock Options
(and Award Agreements related thereto) will be subject
to and construed consistently with Section
422 of the Code. By accepting an Incentive
Stock Option, the Participant agrees to give
prompt notice to the Company of dispositions
or other transfers (other than in connection
with a Change in Control) of
Shares acquired under the Option made within the later of
(a) two years from the grant date of
the Option or (b) one year after the
transfer of such Shares to the Participant,
specifying the date of the disposition or other
transfer and the amount the Participant realized, in cash, other
property, assumption of indebtedness or other
consideration, in such disposition or other transfer. Neither the Company
nor the Administrator will be liable to a Participant,
or any other party, if an Incentive
Stock Option fails or ceases to qualify
as an “incentive stock option” under Section 422 of the
Code. Any Incentive Stock Option or portion
thereof that fails to qualify as an “incentive
stock option” under Section 422 of the Code
for any reason, including becoming exercisable with respect to Shares having a fair
market value exceeding the $100,000 limitation
under Treasury Regulation Section 1.422-4, will be a Nonqualified
Stock Option.


 






     


     


    

ARTICLE
VII.


RESTRICTED
STOCK;
RESTRICTED STOCK
UNITS


 


7.1              
General.The Administrator may
grant Restricted Stock, or the right to
purchase Restricted Stock, to any Service Provider,
subject to forfeiture or the
Company’s right to repurchase all or
part of the underlying Shares at their issue price or
other stated or formula
price from the Participant if conditions
the Administrator specifies in the Award Agreement
are not satisfied before the end of the applicable
restriction period or periods that the Administrator establishes for such Award.
In addition, the Administrator
may grant
Restricted Stock Units, which
may be subject to vesting
and forfeiture conditions during the applicable
restriction period or periods, as set forth
in an Award Agreement, to Service
Providers, which, for the avoidance of doubt,
to the extent determined necessary or appropriate
by the Administrator and set forth in
an Award Agreement, may permit
Restricted Stock Units to vest following
a Termination of Service.
The Administrator shall establish the purchase price, if any,
and form of payment for Restricted
Stock and Restricted Stock Units; provided, however, that if a purchase
price is charged, such purchase price shall be no less
than the par value, if any, of the Shares
to be purchased, unless otherwise permitted by Applicable
Law. In all cases, legal consideration shall
be required for each issuance of Restricted
Stock and Restricted Stock Units to the
extent required by Applicable Law. The Award Agreement
for each Award of Restricted Stock and Restricted
Stock Units shall set forth the terms and conditions
not inconsistent with the Plan as the Administrator shall determine.


 


		7.2	Restricted
                                            Stock.



 


(a)               
Stockholder Rights.Unless otherwise determined by the Administrator,
each Participant holding Shares of Restricted Stock will be entitled
to all the rights of a stockholder
with respect to such Shares, subject to the restrictions
in the Plan and the applicable Award Agreement,
including the right to receive all dividends and other
distributions paid or made with respect
to the Shares to the extent such dividends and other
distributions have a record date that is
on or after the date
on which such Participant becomes the record
holder of such Shares; provided, however, that
with respect to a share of Restricted
Stock subject to restrictions or vesting conditions,
except in connection with a spin-off
or other similar event as otherwise permitted under
Section 9.2, dividends which are paid to Company
stockholders prior to the removal of restrictions
and satisfaction of vesting
conditions shall only be paid to the Participant to the extent that the restrictions are
subsequently removed and the vesting conditions are subsequently
satisfied and the share of Restricted
Stock vests.


 


(b)               
Stock Certificates.he Company
may require that the Participant deposit
in escrow with the Company (or its
designee) any stock certificates issued in respect
of Shares of Restricted Stock, together with
a stock power endorsed in blank.


 


(c)               
Section 83(b) Election. If a Participant
makes an election under Section 83(b)
of the Code to be taxed with respect to the
Restricted Stock as of the date of transfer
of the Restricted Stock rather than as of the
date or dates upon which
such Participant would otherwise be taxable under Section 83(a) of the Code,
such Participant shall be required to deliver
a copy of such election to the Company
promptly after filing such election with the Internal Revenue Service along with
proof of the timely filing thereof.


 


7.3              
Restricted Stock Units. The Administrator may
provide that settlement of Restricted
Stock Units will occur upon
or as soon as reasonably practicable after
the Restricted Stock Units vest or will
instead be deferred, on
a mandatory basis or at
the Participant’s election, subject to compliance with Applicable Law. A Participant
holding Restricted Stock Units will have
only the rights of a general unsecured creditor
of the Company (solely to the extent of any
rights then applicable to Participant
with respect to such Restricted Stock Units) until delivery of Shares,
cash or other securities or
property is made as specified
in the applicable Award Agreement.


 


ARTICLE
VIII. 


OTHER
TYPES OF AWARDS


 


8.1              
General.The Administrator may
grant Performance Stock Unit awards, Performance Bonus Awards, Dividend Equivalents
or Other Stock or Cash Based Awards, to one
or more Service Providers, in such amounts
and subject to such terms and conditions
not inconsistent with the Plan as the Administrator shall determine.


 


8.2              
Performance Stock Unit Awards.Each Performance Stock Unit award shall be denominated
in a number of Shares
or in unit equivalents of
Shares or units of
value (including a dollar value of Shares)
and may be linked to any
one or more of performance or other
specific criteria, including service to the Company or Subsidiaries,
determined to be appropriate by the Administrator,
in each case on a specified date or
dates or over any period
or periods determined by the Administrator.
In making such determinations,
the Administrator may consider
(among such other factors as it deems
relevant in light of
the specific type of award)
the contributions, responsibilities and other compensation of the particular
Participant.



     


     


    




 


		8.3	Performance
                                            Bonus Awards.Each right to receive a
                                            bonus granted under this Section



8.3 
shall be denominated in the form of cash
(but may be payable in cash,
stock or a combination thereof) (a “Performance
Bonus Award”) and shall be payable
upon the attainment of performance
goals that are established by the Administrator and relate to one
or more of performance
or other specific criteria, including service to the Company
or Subsidiaries, in each case on
a specified date or
dates or over any period or
periods determined by the Administrator.


 


8.4              
Dividend Equivalents. If the Administrator
provides, an Award (other than an Option
or Stock Appreciation Right) may provide a Participant
with the right to receive Dividend Equivalents.
Dividend Equivalents may be paid currently
or credited to an account for the Participant, settled
in cash or Shares and subject
to the same restrictions on transferability
and forfeitability as the Award with respect
to which the Dividend Equivalents are granted and subject
to other terms and conditions
as set forth in the Award Agreement. Notwithstanding
anything to the contrary herein, Dividend Equivalents with respect to an Award
subject to vesting shall either (i) to the
extent permitted by Applicable Law, not
be paid or
credited or (ii)
be accumulated and subject to vesting to
the same extent as the related Award. All such
Dividend Equivalents shall be paid at such time
as the Administrator shall specify in the applicable
Award Agreement or as determined by the Administrator
in the event not specified in such Award Agreement.


 


8.5              
Other Stock or Cash Based Awards.Other
Stock or Cash Based Awards may be
granted to Participants, including Awards entitling Participants to receive cash
or Shares to be delivered in the
future and annual or other periodic or long-term
cash bonus awards (whether based on specified
performance criteria or otherwise), in each
case subject to any conditions and limitations
in the Plan. Such Other Stock or Cash Based
Awards will also be available as a payment
form in the settlement of other Awards, as
standalone payments and as payment in lieu
of compensation to which a Participant
is otherwise entitled, subject to compliance with Section 409A. Other Stock or Cash
Based Awards may be paid
in Shares, cash or other
property, as the Administrator determines. Subject to the provisions
of the Plan, the Administrator
will determine the terms
and conditions of each Other Stock or
Cash Based Award, including any purchase price, performance
goal(s), transfer restrictions, and vesting conditions, which will be set forth in
the applicable Award Agreement. Except in connection
with a spin-off or other similar event as otherwise
permitted under Article IX, dividends that are paid prior to vesting
of any Other Stock or Cash Based Award shall
only be paid to the applicable Participant
to the extent that the vesting conditions
are subsequently satisfied and the Other Stock or Cash
Based Award vests.


 


ARTICLE
IX.


ADJUSTMENTS
FOR CHANGES
IN COMMON STOCK AND CERTAIN OTHER EVENTS


 


9.1              
Equity Restructuring.In
connection with any Equity Restructuring, notwithstanding
anything to the contrary in this Article IX,
the Administrator will equitably adjust the terms of the
Plan and each outstanding Award as it
deems appropriate to reflect
the Equity Restructuring, which may include
(i) adjusting the number and type
of securities subject to each outstanding Award
or with respect to which Awards
may be granted under the Plan (including, but not
limited to, adjustments of the
limitations in Article V hereof on the maximum
number and kind of shares that may
be issued); (ii) adjusting the terms
and conditions of (including the grant
or exercise price), and the performance goals
or other criteria included in, outstanding
Awards; and (iii) granting new Awards
or making cash payments to Participants.
The adjustments provided under this Section 9.1 will be nondiscretionary
and final and binding on all interested parties,
including the affected Participant and the Company; provided that the Administrator will
determine whether an adjustment is equitable.


 


9.2              
Corporate Transactions.In the event
of any extraordinary dividend or other
distribution (whether in the form of cash, Common
Stock, other securities, or
other property), reorganization, merger, consolidation, split-up, spin off,
combination, amalgamation, repurchase, recapitalization, liquidation, dissolution,
or sale, transfer, exchange or
other disposition of all
or substantially all of the
assets of the Company, or sale or
exchange of Common Stock or other
securities of the Company, Change in Control,
issuance of warrants or other rights
to purchase Common Stock or other
securities of the Company, other similar corporate transaction or
event, other unusual or nonrecurring
transaction or event affecting the Company
or its financial statements or any change
in any Applicable Law or accounting
principles, the Administrator, on such terms
and conditions as it deems appropriate, either
by the terms of the Award or by action
taken prior to the occurrence of such transaction
or event (except that action to give
effect to a change in Applicable
Law or accounting principles may be made
within a reasonable period of time after
such change) and either automatically or upon the
Participant’s request, is hereby authorized to take
any one or more of the following actions whenever
the Administrator determines that such action is appropriate in order to (x) prevent
dilution or enlargement of the
benefits or potential benefits intended by the Company
to be made available under the Plan or
with respect to any Award granted or issued
under the Plan, (y) to facilitate such
transaction or event
or (z) give effect
to such changes in Applicable Law or
accounting principles:


 


(a)               
To provide for the cancellation of
any such Award in exchange for either
an amount of cash or
other property with a value equal to
the amount that could have been obtained upon
the exercise
or settlement
of the vested portion of such Award or
realization of the Participant’s rights under
the vested portion of such
Award, as applicable, in each case as of the date
of such cancellation; provided that, if the
amount that could have been obtained upon the exercise
or settlement of
the vested portion of such Award or realization
of the Participant’s rights, in
any case, is equal to or less than zero,
then the Award may be terminated without payment;



     


     


    







 


(b)               
To provide that such Award shall
vest and, to the extent applicable, be
exercisable as to all Shares (or other
property) covered thereby, notwithstanding anything to the contrary in the
Plan or the provisions of such
Award;


 


(c)               
To provide that such Award be assumed
by the successor or survivor
corporation or entity, or a parent or
subsidiary thereof, or shall
be substituted for by awards covering
the stock of the successor or survivor
corporation or entity, or a parent
or subsidiary thereof, with appropriate adjustments as to the number
and kind of shares
and applicable exercise or purchase price,
in all cases, as determined by the Administrator;


 


(d)               
To make adjustments in the number and type
of Shares (or other
securities or property) subject to outstanding
Awards or with respect to which
Awards may be granted under the Plan (including,
but not limited to, adjustments of the limitations
in Article V hereof on the maximum
number and kind of Shares which may
be issued) or in
the terms and conditions of
(including the grant or exercise
price), and the criteria included in, outstanding
Awards;


 


(e)               
To replace such Award with other
rights or property selected by the
Administrator; or


 


(f)                
To provide that the Award will terminate
and cannot vest, be exercised
or become payable after the applicable event.


 


		9.3	Change
                                            in
                                            Control.



 


(a)               
Notwithstanding any other provision of the
Plan, in the event of a Change
in Control, unless the Administrator elects to (i)
terminate an Award in exchange for cash,
rights or property, or (ii) cause an
Award to become fully exercisable
and no longer subject to any forfeiture restrictions
prior to the consummation of a Change in Control,
pursuant to Section 9.2, (A) such
Award (other than any portion subject to performance-based
vesting) shall continue in effect or be assumed
or an equivalent Award substituted
by the successor corporation or a parent
or subsidiary of the successor corporation
and (B) the portion of such Award
subject to performance-based vesting
shall be subject to the terms and conditions
of the applicable Award Agreement and,
in the absence of applicable
terms and conditions, the Administrator’s
discretion.


 


(b)               
In the event that the successor
corporation in a Change in Control refuses
to assume or substitute for an Award
(other than any portion subject to performance-based vesting, which shall be handled
as specified in the individual Award
Agreement or as otherwise provided by
the Administrator), the Administrator shall cause
such Award to become fully vested and,
if applicable, exercisable
immediately prior to the consummation
of such transaction and all forfeiture restrictions
on such Award to lapse and, to the extent
unexercised upon the consummation of such transaction,
to terminate in exchange for cash, rights or
other property. The Administrator shall notify the Participant
of any Award that becomes exercisable pursuant
to the preceding sentence that such Award shall be fully
exercisable for a period of time as determined
by the Administrator from the date of
such notice (which shall be 15 days if no period
is determined by the Administrator), contingent
upon the occurrence of the
Change in Control, and such Award shall terminate
upon the consummation of the Change
in Control in accordance with the preceding sentence.


 


(c)               
For the purposes of this
Section 9.3, an Award 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, the consideration (whether stock, cash, or other
securities or property) received in the Change
in Control by holders of Common Stock
for each Share held on the effective date of
the transaction (and if holders were offered
a choice of consideration, the type
of consideration chosen by the holders
of a majority of the outstanding Shares); provided,
however, that if such consideration received in the Change
in Control was not solely common stock 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 Award, for each Share subject to an Award,
to be solely common stock of the successor corporation
or its parent equal in fair market
value to the per-share consideration received
by holders of Common Stock in the Change
in Control.


 


9.4              
Administrative Stand Still.In
the event of any pending stock dividend,
stock split, combination or exchange of
shares, merger, consolidation or other
distribution (other than normal cash dividends)
of Company assets to stockholders,
or any other extraordinary transaction or
change affecting the Shares or the share
price of Common Stock (including
any Equity Restructuring or any securities
offering or other similar transaction) or
for reasons of administrative
convenience or to facilitate compliance with any Applicable
Law, the Administrator may refuse to permit
the exercise or settlement of one or more
Awards for such period
of time as the Company may determine
to be reasonably appropriate under the circumstances.


 


9.5              
General.Except as expressly provided in
the Plan or the Administrator’s action under
the Plan, no Participant will have
any rights due to any subdivision or
consolidation of Shares of
any class, dividend payment, increase or decrease
in the number of Shares of any class
or dissolution, liquidation, merger, or consolidation
of the Company or other
corporation. Except as expressly provided with respect
to an Equity Restructuring under Section
9.1 above or the Administrator’s action
under the Plan, no issuance
by the Company of Shares of
any class, or securities convertible
into Shares of any class,
will affect, and no adjustment will be made
regarding, the number of Shares subject
to an Award or the Award’s grant price
or exercise price. The existence
of the Plan, any Award Agreements and
the Awards granted hereunder will not affect
or restrict in any way
the Company’s right or power to
make or authorize (i) any adjustment,
recapitalization, reorganization or other change
in the Company’s capital structure or its business,
(ii) any merger, consolidation, spinoff, dissolution or
liquidation of the
Company or sale of Company
assets or (iii) any sale or issuance
of securities, including securities with rights superior to those
of the Shares or
securities convertible into or exchangeable
for Shares.



     


     


    




ARTICLE
X.


PROVISIONS
APPLICABLE TO AWARDS


 


10.1          
Transferability.


 


(aNo
Award may be sold, assigned, transferred, pledged
or otherwise encumbered, either voluntarily or by operation
of law, except by will
or the laws of descent and distribution,
unless and until such Award has been exercised
or the Shares underlying such Award
have been issued, and all restrictions applicable
to such Shares have lapsed.
During the life of a Participant,
Awards will be exercisable only by the Participant.
After the death of a Participant,
any exercisable portion of an Award may,
prior to the time when such portion becomes unexercisable
under the Plan or the applicable Award
Agreement, be exercised by the Participant’s
personal representative or by any person empowered to do so under
the deceased Participant’s will or under the then-Applicable
Law of descent and distribution.


References
to a Participant,
to the extent relevant in the context, will
include references to a transferee approved
by the Administrator.


 


(b)               
Notwithstanding Section 10.1(a), the Administrator, in its sole discretion, may
determine to permit a Participant
or a Permitted Transferee of such Participant
to transfer an Award other
than an Incentive Stock Option (unless such Incentive
Stock Option is intended to become a
Nonqualified Stock Option) to any one or more
Permitted Transferees of such Participant, subject to the following terms and conditions:
(i) an Award transferred to a Permitted Transferee
shall not be assignable or transferable
by the Permitted Transferee other than (A)
to another Permitted Transferee of the
applicable Participant or (B) by will or
the laws of descent
and distribution; (ii) an Award transferred
to a Permitted Transferee shall continue to be subject
to all the terms and conditions
of the Award as applicable
to the original Participant (other than the ability to further
transfer the Award to any person other than another
Permitted Transferee of the applicable Participant);
(iii) the Participant (or transferring Permitted Transferee) and the receiving Permitted
Transferee shall execute any and all documents requested by the Administrator,
including, without limitation, documents to (A) confirm the status
of the transferee as a Permitted Transferee,
(B) satisfy any requirements
for an exemption for the transfer under Applicable Law and (C)
evidence the transfer; and (iv) any
transfer of an Award to a Permitted
Transferee shall be without consideration, except as required
by Applicable Law. In addition, and
further notwithstanding Section 10.1(a), the Administrator, in its sole discretion, may
determine to permit a Participant to
transfer Incentive Stock Options to a trust
that constitutes a Permitted Transferee if, under
Section 671 of the Code and other Applicable
Law, the Participant is considered the
sole beneficial owner of the Incentive Stock
Option while it is held in the trust.


 


(c)               
Notwithstanding Section 10.1(a), if permitted by the Administrator,
a Participant may, in the manner
determined by the Administrator, designate a Designated
Beneficiary. A Designated Beneficiary, legal guardian, legal representative, or
other person claiming any rights pursuant
to the Plan is subject to all
terms and conditions of the Plan and
any Award Agreement applicable to the Participant
and any additional restrictions deemed necessary or appropriate
by the Administrator. If the Participant
is married or
a domestic partner in a domestic partnership
qualified under Applicable Law and resides in a community
property state, a designation of a person other
than the Participant’s spouse or
domestic partner, as applicable, as the
Participant’s Designated Beneficiary with respect to more than 50%
of the Participant’s
interest in the
Award shall not be effective without the prior
written or electronic consent of the Participant’s
spouse or domestic partner. Subject to the foregoing,
a beneficiary designation may be changed
or revoked by a Participant at any time;
provided that the change or revocation is delivered
in writing to the Administrator prior
to the Participant’s death.


 


10.2          
Documentation. Each Award will be evidenced
in an Award Agreement in such form
as the Administrator determines in its discretion.
Each Award may contain such terms and conditions
as are determined by the Administrator in its
sole discretion, to the extent not inconsistent with those set forth in
the Plan.


 


10.3          
Discretion.Except as the Plan otherwise
provides, each Award may be made alone
or in addition or in
relation to any other Award. The terms
of each Award to a Participant need not be
identical, and the Administrator need
not treat Participants or Awards (or
portions thereof) uniformly.


 


10.4          
Changes in Participant’s Status.
The Administrator will determine
how the disability, death, retirement, authorized leave of
absence or any other change or purported
change in a Participant’s Service Provider status affects an Award
and the extent to which, and the period during
which, the Participant, the Participant’s legal representative, conservator, guardian
or Designated Beneficiary may exercise rights
under the Award, if applicable. Except to the
extent otherwise required by Applicable Law or expressly
authorized by the Company, service credit shall be given
for vesting periods for any period the
Participant is on a leave of absence
in accordance with the Company’s written
policy on leaves of absence (or in the
absence of such policy that is applicable with
respect to such determination, no service credit
shall be given for vesting purposes for
any period the Participant is on
a leave of absence).


 






     


     


    

10.5          
Withholding.Each Participant must pay the
Company or a Subsidiary or other Participant’s
employing company, as applicable, or make
provision satisfactory to the Administrator
for payment of, any Tax-Related Items to be
withheld in connection with such Participant’s
Awards and/or Shares. At the Company’s
discretion and subject to any Company
insider trading policy (including black- out periods),
any withholding obligation for Tax-Related Items
may be satisfied by
(i) deducting an amount sufficient to
satisfy such withholding obligation from any
payment of any kind otherwise due to a Participant;
(ii) accepting a payment from the Participant
in cash, by wire transfer of immediately
available funds, or by check made payable to the order of the
Company or a Subsidiary, as applicable;


(iii)  accepting
the delivery of Shares, including Shares
delivered by attestation; (iv) retaining
Shares from an Award; (v) if there
is a public market for
Shares at the time the withholding
obligation for Tax-Related Items is to be satisfied,
selling Shares issued pursuant to an Award, either voluntarily by the Participant or mandatorily
by the Company; (vi) accepting delivery of a promissory
note or any other lawful consideration;
(vii) any other method of withholding
determined by the Company and, to the
extent required by Applicable Law or the
Plan, approved by the Administrator; and/or (viii) any combination
of the foregoing payment forms. The amount
withheld pursuant to any of the foregoing payment forms shall be determined
by the Company and may be up to, but no greater
than, the aggregate amount of such obligations
based on the maximum statutory withholding rates
in the applicable Participant’s jurisdiction(s) for all Tax-Related Items.
If any tax withholding obligation will
be satisfied under clause (v) of the
preceding paragraph, each Participant’s acceptance of an Award under the
Plan will constitute the
Participant’s authorization to the Company
and instruction and authorization to any brokerage
firm selected by the Company to effect the
sale to complete the transactions described
in clause (v).


 


10.6          
Amendment of Award; Repricing.he
Administrator may amend,
modify or terminate any outstanding Award,
including by substituting another Award of the same
or a different type, changing the exercise
or settlement date, and converting an
Incentive Stock Option to a Nonqualified Stock Option.
The Participant’s consent to such action will
be required unless (i) the action, taking
into account any related action, does not materially
and adversely affect the Participant’s
rights under the Award, or (ii)
the change is permitted under Article IX
or pursuant to Section 11.6. In
addition, the Administrator shall, without the approval
of the stockholders of the Company, have
the authority to


		(a)	amend
                                            any outstanding
                                            Option or Stock Appreciation Right to
                                            reduce its exercise price per Share or



		(b)	cancel
                                            any Option
                                            or Stock Appreciation Right
                                            in exchange for cash or
                                            another Award.



 


10.7          
Conditions on Delivery of Stock.The
Company will not be obligated to deliver
any Shares under the Plan or remove restrictions
from Shares previously delivered under the Plan until (i) all Award
conditions have been met
or removed to the Company’s satisfaction,
(ii) as determined by the Company, all
other legal matters regarding the issuance and delivery
of such Shares have been satisfied, including, without limitation, any applicable
securities laws and stock exchange or stock market rules
and regulations, (iii) any approvals from governmental
agencies that the Company determines are necessary or advisable
have been obtained, and (iv) the Participant has executed
and delivered to the Company such representations
or agreements as the Administrator deems
necessary or appropriate to satisfy Applicable
Law. The inability or impracticability of the Company
to obtain or maintain authority to issue
or sell any securities 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, shall relieve the Company of any liability in respect
of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained, and
shall constitute circumstances in which the
Administrator may determine
to amend or cancel Awards
pertaining to such Shares, with or
without consideration to the Participant.


 


10.8          
Acceleration.The Administrator may
at any time provide that any Award will
become immediately vested and fully
or partially exercisable, free of some
or all restrictions or conditions, or
otherwise fully or partially realizable.


 


ARTICLE
XI. MISCELLANEOUS


 


11.1          
No Right to Employment or Other
Status.No person will have any
claim or right to be granted
an Award, and the grant of an Award
will not be construed as giving a Participant
the right to commence or continue
employment or any other relationship with the Company
or a Subsidiary. The Company and its Subsidiaries
expressly reserve the right at any time
to dismiss or otherwise
terminate its relationship with a Participant free from any liability
or claim under the Plan or any
Award, except as expressly provided in an Award
Agreement or other written agreement between
the Participant and the Company or any Subsidiary.






     


     


    

11.2          
 No Rights as Stockholder; Certificates.
Subject to the Award Agreement,
no Participant or Designated Beneficiary
will have any rights as a stockholder
with respect to any Shares to be distributed under an Award
until becoming the record holder of such
Shares. Notwithstanding any other provision of the Plan,
unless the Administrator otherwise determines or Applicable
Law requires, the Company will not
be required to deliver to any Participant
certificates evidencing Shares issued in connection with any Award
and instead such Shares may
be recorded in the books of the
Company (or, as applicable, its transfer agent
or stock plan administrator). The Company may
place legends on any share certificate or book
entry to reference restrictions applicable to the Shares
(including, without limitation, restrictions applicable to Restricted
Stock).


 


11.3          
Effective Date. The Plan, as set
forth herein, was approved by the Board on November
15, 2021. The Plan will become effective on the date
prior to the Public Trading Date (the “Effective
Date”), provided that it is approved by the Company’s stockholders prior
to such date and occurring within 12 months
following the date the Board approved the Plan.
If the Plan is not approved by the Company’s
stockholders within the foregoing time frame, the Plan will
not become effective.
No Incentive Stock Option may be granted
pursuant to the Plan after the tenth anniversary
of the earlier of (i)
the date the Plan was approved by the
Board or (ii)
the date the Plan was approved by the Company’s
stockholders.


 


11.4          
Amendment of Plan.The
Board may amend,
suspend or terminate the Plan at any time
and from time to time; provided that (a)
no amendment requiring stockholder approval to
comply with Applicable Law shall be effective
unless approved by the stockholders, and (b) no
amendment, other than an increase to
the Overall Share Limit or pursuant to Article
IX or Section 11.6, may materially and
adversely affect any Award outstanding at the
time of such amendment without the affected
Participant’s consent. No Awards may be granted
under the Plan during any suspension period or after
Plan termination. Awards outstanding at the time of any
Plan suspension or termination will continue
to be governed by the Plan and the
Award Agreement, as each in effect before such suspension or
termination. The Board will obtain stockholder
approval of any Plan amendment to the
extent necessary to comply with Applicable
Law.


 


11.5          
Provisions for Non-U.S. Participants.The
Administrator may modify
Awards granted to Participants who are nationals
of a country other than the United States
or employed or residing
outside the United States, establish subplans or
procedures under the Plan or take any
other necessary or appropriate action to address
Applicable Law, including (a) differences
in laws, rules, regulations or customs
of such jurisdictions with respect to tax,
securities, currency, employee benefit or other matters,


(b)
listing and other requirements of any non-U.S.
securities exchange, and (c) any necessary
local governmental or regulatory exemptions
or approvals.


 


		11.6	Section
                                            409A.



 


(a)               
General.The Company intends that
all Awards be structured to comply
with, or be exempt from,
Section 409A, such that no
adverse tax consequences, interest, or penalties
under Section 409A apply. Notwithstanding anything
in the Plan or any Award Agreement to
the contrary, the Administrator may, without
a Participant’s consent, amend this Plan or Awards,
adopt policies
and procedures, or take
any other actions (including amendments, policies, procedures and retroactive
actions) as are necessary or appropriate to preserve
the intended tax treatment of Awards, including
any such actions intended to (A) exempt this Plan or
any Award from Section 409A, or
(B) comply with Section 409A, including regulations,
guidance, compliance programs and other interpretative
authority that may be issued after an
Award’s grant date. The Company makes
no representations or warranties
as to an Award’s tax treatment under Section
409A or otherwise. The Company will have
no obligation under this Section 11.6 or
otherwise to avoid the taxes,
penalties or interest under Section 409A with respect
to any Award and will have no liability
to any Participant or any
other person if any Award, compensation
or other benefits under the Plan are determined
to constitute noncompliant “nonqualified deferred compensation” subject to taxes,
penalties or interest under Section 409A.


 


(b)               
Separation from Service.If an Award
constitutes “nonqualified deferred compensation” under Section 409A, any payment
or settlement of such
Award upon a Participant’s Termination of
Service will, to the extent necessary
to avoid taxes under Section 409A, be made only
upon the Participant’s “separation from service” (within the meaning
of Section 409A), whether such “separation from service” occurs upon
or after the Participant’s Termination
of Service. For purposes of this Plan or any
Award Agreement relating to any such payments or
benefits, references to a “termination,”
“termination of employment” or like
terms means a “separation
from service.”


 


(c)               
Payments to Specified Employees.Notwithstanding
any contrary provision in the Plan or
any Award Agreement, any payment(s)
of “nonqualified deferred compensation”
required to be made under an Award to
a “specified employee” (as defined under
Section 409A and as the Administrator determines) due to such employee’s
“separation from service” will, to the extent necessary to avoid
taxes under Section 409A(a)(2)(B)(i) of the Code,
be delayed for the six-month period immediately
following such “separation from service” (or, if earlier, until the specified
employee’s death) and will instead be paid
(as set forth in the Award
Agreement) on the day immediately following
such


six-month
period or as
soon as administratively
practicable thereafter (without interest). Any payments of “nonqualified deferred
compensation” under such Award payable
more than six months following the Participant’s “separation from service”
will be paid at the time
or times the payments are otherwise scheduled
to be made.


 






     


     


    

(d)               
Separate Payments. If an Award
includes a “series of installment payments”
within the meaning of Section 1.409A-2(b)(2)(iii) of Section
409A, the Participant’s right to the series of installment
payments will be treated as a right
to a series of separate payments
and not as a right to a single
payment and, if an Award includes “dividend
equivalents” within the meaning of Section
1.409A- 3(e) of Section 409A, the Participant’s right to receive
the dividend equivalents will be treated
separately from the right to other amounts under the Award.


 


(e)                Change
in Control.Any payment due upon a Change in Control of the
Company will be paid only if such
Change in Control constitutes a “change
in ownership” or “change in effective control” within the
meaning of Section 409A, and in the event
that such Change in Control does not constitute
a “change in the ownership” or “change
in the effective control” within the meaning of Section
409A, such Award for which payment
is due upon a Change in Control of
the Company will vest upon
the Change in Control and any payment will
be delayed until the first compliant date under Section 409A.


 


11.7          
Limitations on Liability.Notwithstanding
any other provisions of the
Plan, no individual acting as a Director, officer
or other Employee will be
liable to any Participant, former
Participant, spouse, beneficiary, or any other
person for any claim, loss, liability,
or expense incurred in connection with the
Plan or any Award,
and such individual will not be personally
liable with respect to the Plan because
of any contract or
other instrument executed in such person’s capacity as an Administrator,
Director, officer or other Employee. The Company will indemnify
and hold harmless each Director, officer or other
Employee that has been or
will be granted or delegated
any duty or power relating to the Plan’s
administration or interpretation, against any cost or
expense (including attorneys’ fees) or
liability (including any sum paid in settlement
of a claim with the Administrator’s approval)
arising from any act or omission concerning this Plan unless arising from such person’s
own fraud or bad faith; provided that
the Director, officer or other Employee gives
the Company an opportunity, at its
own expense, to handle and defend the same
before undertaking to handle and defend it
on such person’s own behalf.


 


11.8          
Severability.If any portion of
the Plan or any action
taken under it is held illegal or invalid
for any reason, the illegality
or invalidity will not affect the remaining
parts of the Plan, and the Plan will
be construed and enforced as if the illegal
or invalid provisions had been
excluded, and the illegal or invalid
action will be null and void.


 


11.9          
Governing Documents. If any contradiction
occurs between the Plan and any Award Agreement or other
written agreement between a Participant and the
Company (or any Subsidiary), the Plan will
govern, unless such Award Agreement or
other written agreement was approved by the Administrator
and expressly provides that a specific provision
of the Plan will not apply.


 


11.10       
Governing Law.The Plan and all
Awards will be
governed by and interpreted in accordance
with the laws of the State
of Nevada, without regard to the
conflict of law rules thereof or of any
other jurisdiction. By accepting an Award, each Participant
irrevocably and unconditionally consents to submit
to the exclusive jurisdiction of the
courts of the State of Nevada
and of the United States of
America, in each case located in the
State of Nevada,
for any action arising out of or relating
to the Plan (and agrees not to commence
any litigation relating thereto except in such courts),
and further agrees that service of any process,
summons, notice or document by U.S.
registered mail to the address contained
in the records of the Company shall be effective
service of process for any litigation
brought against it in any such court. By accepting an Award,
each Participant irrevocably and unconditionally waives any objection
to the laying of venue of any litigation
arising out of the Plan or Award
hereunder in the courts of the State
of Nevada or the United States of
America, in each case located in the
State of Nevada, and further irrevocably
and unconditionally waives and agrees not to plead
or claim in any such court
that any such litigation brought in any
such court has been brought in an inconvenient
forum. By accepting an Award,
each Participant irrevocably and unconditionally waives, to the fullest
extent permitted by Applicable Law, any and all
rights to trial by jury in connection with any litigation
arising out of or relating to the
Plan or any Award hereunder.


11.11       
 Clawback Provisions.All Awards (including
the gross amount of any proceeds, gains
or other economic benefit the Participant actually or constructively
receives upon receipt or exercise of any
Award or the receipt or resale
of any Shares underlying the Award)
will be subject to recoupment by the Company
to the extent required to comply with
Applicable Law or any policy
of the Company providing for the reimbursement of incentive
compensation, whether or not such policy was in place
at the time of grant of an Award.


 


11.12       
Titles and Headings.The
titles and headings in the
Plan are for convenience of reference only and, if any conflict,
the Plan’s text, rather than such titles or headings,
will control.


 






     


     


    

11.13       
Conformity to Applicable Law.
Participant acknowledges that the Plan is intended
to conform to the extent necessary with
Applicable Law. Notwithstanding
anything herein to the contrary, the Plan and
all Awards will be administered only in
a manner intended to conform with Applicable
Law. To the extent Applicable Law permits,
the Plan and all Award Agreements will be
deemed amended as necessary to conform
to Applicable Law.


 


11.14       
Relationship to Other Benefits.
No payment under the Plan will be taken into account in determining any benefits
under any pension, retirement, savings, profit sharing, group insurance, welfare
or other benefit plan of the
Company or any Subsidiary, except as expressly
provided in writing in such other plan
or an agreement thereunder.


 


11.15       
Unfunded Status of Awards.The
Plan is intended to be an “unfunded” plan
for incentive compensation. With respect to any payments
not yet made to a Participant pursuant
to an Award, nothing contained in the Plan
or Award Agreement shall give
the Participant any rights that are greater
than those of a general creditor of the Company
or any Subsidiary.


 


11.16       
Limitations Applicable to Section 16
Persons.Notwithstanding any other provision
of the Plan, the Plan and any
Award granted or awarded to any individual
who is then subject to Section 16 of
the Exchange Act shall be subject
to any additional limitations set forth in any applicable
exemptive rule under Section 16 of the Exchange
Act (including Rule 16b-3) that are requirements
for the application of such exemptive
rule. To the extent permitted by Applicable Law,
the Plan and Awards granted
or awarded hereunder shall be deemed
amended to the extent necessary to conform to such applicable
exemptive rule.


 


11.17       
Prohibition on Executive Officer and
Director Loans.Notwithstanding any
other provision of the Plan to the contrary,
no Participant who is a Director
or an “executive officer”
of the Company within the meaning of Section
13(k) of the Exchange Act shall be
permitted to make payment
with respect to any Awards granted under the
Plan, or continue any extension
of credit with respect to such payment,
with a loan from the Company or a loan
arranged by the Company in violation
of Section 13(k) of the Exchange Act.


 


11.18        Broker-Assisted
Sales.In the event of a broker-assisted
sale of Shares in connection with the payment
of amounts owed by a Participant under
or with respect to the Plan or Awards,
including amounts to be paid under the final sentence of Section
10.5: (a) any Shares to be sold through the
broker-assisted sale will be sold on the day
the payment first becomes due, or as soon
thereafter as practicable; (b) such Shares may be sold as
part of a block trade with other Participants in the Plan
in which all Participants receive an average
price; (c) the applicable Participant will be responsible
for all broker’s fees and other costs of sale,
and by accepting an Award, each Participant
agrees to indemnify and hold the Company
and its Directors, officers and other Employees harmless
from any losses, costs, damages, or expenses
relating to any such sale; (d) to the extent
the Company or its designee receives proceeds of
such sale that exceed the amount owed, the
Company will pay such excess in cash to the applicable
Participant as soon as reasonably practicable;
(e) the Company and its designees are under
no obligation to arrange
for such sale at any particular price; and (f)
in the event the proceeds of such
sale are insufficient to satisfy the Participant’s
applicable obligation, the Participant may be required
to pay immediately upon demand to the
Company or its designee an amount in
cash sufficient to satisfy any remaining portion
of the Participant’s obligation.





 


*
* * * *



     


     


    




EXPION360
INC.


 


2021
INCENTIVE AWARD PLAN STOCK OPTION GRANT
NOTICE


 


Expion360
Inc., a Nevada
corporation, (the “Company”), pursuant to its 2021 Incentive Award Plan,
as may be amended from time
to time (the “Plan”), hereby grants
to the holder listed below (“Participant”),
an option to purchase the number
of shares of Common Stock (the
“Shares”), set forth below (the “Option”). This Option is subject
to all of the terms
and conditions set forth herein. Unless otherwise defined herein, the terms defined
in the Plan shall have the same defined
meanings in this Grant Notice,
and the Stock Option Agreement.


 


 


Participant:
_____________________


 


Grant
Date: _____________________


 


Vesting
Commencement Date: ________


 


Exercise
Price per Share: ____________


 


Total
Number of Shares
Subject to the Option: _________


 


Expiration
Date: ________________________


 


Subject
to the limitations
set forth in this
Grant Notice, the Plan and the Stock Option Agreement,
the Options will vest
in accordance with the following schedule:


 


Vesting
Schedule:


 


	 	 
	 	 


 


 


Type
of Option:☐
Incentive Stock Option☐ Nonqualified Stock
Option


 


If
the Company
uses an electronic capitalization table system (such as
Shareworks, Carta or Equity Edge) and
the fields in the Stock Option Grant
Notice (as defined above) are blank or the
information is otherwise provided in a different format electronically, the blank
fields and other information will be deemed
to come from the electronic capitalization system
and is considered part of the
Award and Award Agreement. In
addition, the Company’s signature below shall be deemed
to have occurred by the Company’s
input of the Option (as defined below)
in such electronic capitalization table system and Participant’s
signature below shall be deemed to have
occurred by Participant’s online acceptance
of the Options
through such electronic capitalization table system,
including any acceptance through a prior electronic
capitalization system.






     


     


    

 


By
Participant’s acceptance of the
Option through the online acceptance procedure established by the Company, or by
Participant’s signature and the Company’s signature below, Participant agrees
to be bound by the terms and conditions of
the Plan, and this Grant Notice. Participant has reviewed
the Plan, and this Grant Notice
in their entirety, has had an opportunity
to obtain the advice of counsel
prior to executing this Grant Notice
and fully understands all provisions of
the Plan, and this Grant Notice.


Participant
hereby agrees to accept
as binding, conclusive and final all decisions or interpretations
of the


 


Administrator
upon any questions
arising under the Plan, the Stock Option Agreement
or this Grant Notice.


 





	EXPION360 INC.:	 	PARTICIPANT:
	 	 	 
	By: ___________________	 	By:________________
	Printed Name: ___________	 	Printed Name:_____________
	Title: _________________	 	 
	Address: ______________	 	Address:________________


 





 


EXPION360
INC.


2021
INCENTIVE AWARD PLAN 


RESTRICTED
STOCK UNIT AWARD GRANT
NOTICE


 


Expion360
Inc., a Nevada
corporation, (the “Company”), pursuant to its 2021 Incentive Award Plan,
as may be amended from time
to time (the “Plan”), hereby grants
to the holder listed below (“Participant”),
an award of restricted stock units (“Restricted
Stock Units” or “RSUs”). Each
vested Restricted Stock Unit represents the right to receive, one share
of Common Stock (“Share”). This
award of Restricted
Stock Units is subject to all of the
terms and conditions set forth
herein and the Plan, which is incorporated
herein by reference. Unless otherwise defined herein, the terms
defined in the Plan shall have the same
defined meanings in this Restricted Stock Unit Award
Grant Notice (the “Grant
Notice”).


 


Participant:
__________________


 


Grant
Date: __________________


 


Total
Number of RSUs: _________


 


Vesting
Schedule:Subject to
the limitations set forth in this Grant Notice, the Plan


and
the Agreement,
the RSUs shall vest in accordance with
the vesting schedule set forth in the table below, subject to
Participant not experiencing a Termination of
Service prior to the applicable vesting
date unless otherwise required by Applicable
Law; provided, that, notwithstanding the foregoing,
in the event any such vesting date occurs
prior to the six-month anniversary of
the Public Trading Date, the RSUs scheduled
to vest on such date shall instead vest on
the six-month anniversary of the Public Trading
Date.


 


	 	 
	 	 


 


Termination
of Services:Except
as otherwise provided
by the Administrator or required by


Applicable
Law, if Participant
experiences a Termination of Service,
all RSUs that have not become vested
on or prior to the date of such Termination of Service
will thereupon be automatically
forfeited by Participant without payment
of any consideration therefor.


 


If the Company
uses an electronic capitalization table system (such as
Shareworks, Carta or Equity Edge)
and the fields in this Grant Notice are
blank or the information is otherwise provided in a different
format electronically, the blank fields and
other information will be deemed to come from
the electronic capitalization system and is considered part
of this Grant Notice. In
addition, the Company’s signature below shall
be deemed to have occurred
by the Company’s input of the RSUs
in such electronic capitalization
table system and Participant’s
signature below shall be deemed to have
occurred by Participant’s online acceptance
of the RSUs through such electronic capitalization
table system.









     


     


    

 


By
Participant’s acceptance of the
RSUs through the online acceptance procedure established by the Company or by signature
and the Company’s signature below, Participant
agrees to be bound by the terms and
conditions of the
Plan, and this Grant Notice. Participant has reviewed the Plan, and this
Grant Notice in their entirety, has had an opportunity
to obtain the advice of
counsel prior to executing this Grant Notice
and fully understands all provisions of the Plan, and this
Grant Notice. Participant hereby agrees
to accept as binding, conclusive and final
all decisions or interpretations of the Administrator
upon any questions arising under the Plan,
or this Grant Notice. In addition, by
accepting the RSUs through the online
acceptance procedure established by the Company or by signing
below, Participant also agrees that the Company, in its
sole discretion, may satisfy any withholding
obligations in accordance with Article


10.5
of the Plan by (i) withholding shares of
Common Stock otherwise issuable to Participant
upon vesting of the RSUs, (ii) instructing a broker
on Participant’s behalf to sell shares
of Common Stock otherwise issuable to
Participant upon vesting of the RSUs
and submit the proceeds of such sale
to the Company, or (iii) using any other method
permitted by Article 10.5 of the
Plan.



 





	EXPION360 INC.:	 	PARTICIPANT:
	 	 	 
	By: ___________________	 	By:________________
	Printed Name: ___________	 	Printed Name:_____________
	Title: _________________	 	 
	Address: ______________	 	Address:________________