Exhibit 10.1


 


SEMLER SCIENTIFIC, INC.


2014 STOCK INCENTIVE PLAN


 


1.    Establishment,
Purpose and Term of Plan.


 


1.1          Establishment.  The
Plan is hereby established effective as of July 24, 2014.


 


1.2          Purpose.  The
purpose of the Plan is to (i) advance the interests of the Participating Company Group and its stockholders by providing an incentive
to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to
contribute to the growth and profitability of the Participating Company Group; and (ii) permit the payment of compensation that
qualifies as “performance-based compensation” under Section 162(m) of the Code . The Company intends that Awards granted
pursuant to the Plan be exempt from or comply with Section 409A of the Code (including any amendments or replacements of such
Section), and the Plan shall be so construed. 


 


1.3          Term
of Plan.  The Plan shall continue in effect until its termination by the Board; provided, however, that all Awards
shall be granted, if at all, within ten (10) years from the earlier of the date the Plan is adopted by the Board or the date
the Plan is duly approved by the stockholders of the Company.


 


2.    Definitions
and Construction.


 


2.1          Definitions.  Whenever
used herein, the following terms shall have their respective meanings set forth below:


 


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


 


(b)          “Award”
means an Option, Stock Appreciation Right, Stock Bonus, Restricted Stock, or Restricted Stock Units granted under the Plan.


 


(c)          “Award
Agreement” means a written or electronic agreement between the Company and a Participant setting forth the terms, conditions
and restrictions of the Award granted to the Participant.


 


(d)          “Board”
means the Board of Directors of the Company. If one or more Committees have been appointed by the Board to administer the Plan,
“Board” also means such Committee(s).


 


(e)          “Cause”
means, unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant’s Award Agreement
or written contract of employment or service, any of the following: (i) the Participant’s theft, dishonesty, willful
misconduct, breach of fiduciary duty for personal profit, or falsification of any Participating Company documents or records; (ii) the
Participant’s material failure to abide by a Participating Company’s code of conduct or other policies (including,
without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant’s
unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of a
Participating Company (including, without limitation, the Participant’s improper use or disclosure of a Participating Company’s
confidential or proprietary information); (iv) any intentional act by the Participant which has a material detrimental effect
on a Participating Company’s reputation or business; (v) the Participant’s repeated failure or inability to perform
any reasonable assigned duties after written notice from a Participating Company of, and a reasonable opportunity to cure, such
failure or inability; (vi) any material breach by the Participant of any employment or service agreement between the Participant
and a Participating Company, which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant’s
conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation
or moral turpitude, or which impairs the Participant’s ability to perform his or her duties with a Participating Company.


 




    	 



    	 



    

  


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


 


(i)          A
change in the ownership of the Company that occurs on the date that any one person, or more than one person acting as a group (“Person”),
acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent
(50%) of the total voting power of the stock of the Company. For purposes of this subsection (i), the acquisition of additional
stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company
will not be considered an additional Change of Control; or


 


(ii)         A
change in the effective control of the Company that occurs on the date that a majority of members of the Board is replaced during
any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board
prior to the date of the appointment or election; or for purposes of this subsection (ii), once any Person is considered to be
in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered
an additional Change of Control; or


 


(iii)        A
change in the ownership of a “substantial portion of the Company’s assets,” as defined herein. For this purpose,
a “substantial portion of the Company’s assets” shall mean assets of the Company having a total gross fair market
value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately
prior to such change in ownership. For purposes of this subsection (iii), a change in ownership of a substantial portion of the
Company’s assets occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending
on the date of the most recent acquisition by such Person or Persons) assets from the Company that constitute a “substantial
portion of the Company’s assets.” For purposes of this subsection (c), the following will not constitute a change in
the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s
stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately
before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or
more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly
or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4)
an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person
described in this subsection (c). For purposes of this subsection (c), gross fair market value means the value of the assets of
the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.


 


For purposes of this
Section, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation,
purchase or acquisition of stock, or similar business transaction with the Company.


 


Notwithstanding the
foregoing, a transaction will not be deemed a Change of Control unless the transaction qualifies as a change of control event within
the meaning of Section 409A of the Code.


 


Further and for the avoidance
of doubt, a transaction will not constitute a Change of Control if its primary purpose is to (1) change the state of the Company’s
incorporation; or (2) create a holding company that will be owned in substantially the same proportions by the Persons who held
the Company’s securities immediately before such transaction.


 


(g)          “Code”
means the Internal Revenue Code of 1986, as amended.


 


(h)          “Committee”
means the committee appointed by the Board (pursuant to Section 3 of the Plan) to administer the Plan. 


 


(i)           “Company”
means Semler Scientific, Inc., a Delaware corporation, or any successor corporation thereto.


 




    	 



    	 



    

  


(j)           “Consultant”
means a person engaged to provide consulting or advisory services (other than as an Employee or a Director) to a Participating
Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided
would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on a Form S-8
Registration Statement under the Securities Act.


 


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


 


(l)           “Disability”
means a permanent and total disability within the meaning of Section 22(e)(3) of the Code. In the case of Awards other than Incentive
Stock Options, the Committee, in its discretion, may determine that a different definition of Disability shall apply in accordance
with standards adopted by the Committee from time to time. 


 


(m)         “Employee”
means any person treated as an employee (including an Officer or a Director who is also treated as an employee) in the records
of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes
of Section 422 of the Code; provided, however, that neither service as a Director nor payment of a director’s fee shall be
sufficient to constitute employment for purposes of the Plan. The Company shall determine in its discretion whether an individual
has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment,
as the case may be. For purposes of an individual’s rights, if any, under the terms of the Plan as of the time of the Company’s
determination of whether or not the individual is an Employee, all such determinations by the Company shall be final, binding and
conclusive as to such rights, if any, notwithstanding that the Company or any court of law or governmental agency subsequently
makes a contrary determination as to such individual’s status as an Employee.


 


(n)          “Exercise
Price” means the price at which a Share may be purchased by a Participant pursuant to the exercise of an Option or SAR.


 


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


 


(p)          “Fair
Market Value” means, as of any date, the value of a share of Stock or other property as determined by the Board, in its
discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to
the following:


 


(i)          If,
on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share
of Stock shall be the closing price of a share of Stock as quoted on the national or regional securities exchange or market system
constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company
deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market
system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior
to the relevant date, or such other appropriate day as shall be determined by the Board, in its discretion.


 


(ii)         If,
on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of
a share of Stock shall be as determined by the Board in good faith without regard to any restriction other than a restriction which,
by its terms, will never lapse, and in a manner consistent with the requirements of Section 409A of the Code.


 


(q)          “Grant
Date” means, with respect to an Award, the date on which the Committee makes the determination granting such Award, or
such later date as is determined by the Committee at the time it approves the grant. The Grant Date of an Award shall not be earlier
than the date the Award is approved by the Committee. 


 


(r)          “Incentive
Stock Option” means an Option intended to be (as set forth in the Award Agreement) and which qualifies as an incentive
stock option within the meaning of Section 422(b) of the Code .


 




    	 



    	 



    

  


(s)          “Insider”
means an Officer, a Director or other person whose transactions in Stock are subject to Section 16 of the Exchange Act.


 


(t)          “Insider
Trading Policy” means the written policy of the Company pertaining to the purchase, sale, transfer or other disposition
of the Company’s equity securities by Directors, Officers, Employees or other service providers who may possess material,
nonpublic information regarding the Company or its securities.


 


(u)          “Nonemployee
Director” means a Director who is not an Employee of the Company or any Affiliate.


 


(v)         “Non-statutory
Stock Option” means an Option not intended to be (as set forth in the Award Agreement) or which does not qualify as an
Incentive Stock Option.


 


(w)         “Officer”
means any person designated by the Board as an officer of the Company.


 


(x)          “Option”
means an Incentive Stock Option or a Non-statutory Stock Option granted pursuant to the Plan.


 


(y)          “Parent
Corporation” means any present or future “parent corporation” of the Company, as defined in Section 424(e)
of the Code.


 


(z)          “Participant”
means any eligible person who has been granted one or more Awards.


 


(aa)        “Participating
Company” means the Company or any Parent Corporation or Subsidiary Corporation.


 


(bb)       “Participating
Company Group” means, at any point in time, all entities collectively which are then Participating Companies.


 


(cc)        “Performance
Goals” means the goal(s) (or combined goal(s)) determined by the Committee in its discretion to be applicable to a Participant
with respect to an Award. As determined by the Committee, the Performance Goals applicable to an Award shall provide for a targeted
level or levels of achievement using one or more of the following measures: (a) cash flow; (b) earnings per share; (c) gross revenue;
(d) market share; (e) return on capital; (f) total stockholder return; (g) share price performance; (h) return on assets or net
assets; (i) income or net income; (j) operating income or net operating income; (k) operating profit or net operating profit; (l)
operating margin or profit margin; (m) return on operating revenue; (n) return on invested capital; (o) product release schedules;
(p) new product innovation; (q) product cost reduction through advanced technology; (r) brand recognition/acceptance; (s) product
shipment targets; or (t) customer satisfaction.


 


(dd)       “Performance
Period” means the time period during which the Performance Goals or continued status as an Employee, Director, or Consultant
must be met as determined by the Committee at is sole discretion.


 


(ee)        “Plan”
means the Semler Scientific, Inc. 2014 Stock Incentive Plan, as amended.


 


(ff)         “Restricted
Stock Award” means an Award of a Restricted Stock granted pursuant to Section 8 of the Plan.


 


(gg)       “Restricted
Stock Unit Award” means an Award of a right to receive Stock on a future date granted pursuant to Section 9 of the Plan.


 


(hh)       “Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act, and any future regulation amending, supplementing or superseding
such regulation.


 




    	 



    	 



    

  


(ii)     
    “Section 16 Person” means an individual, who, with respect to the shares of Stock,
is subject to Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.


 


(jj)     
    “Securities Act” means the Securities Act of 1933, as amended.


 


(kk)        “Service”
means a Participant’s employment or service with the Participating Company Group, whether in the capacity of an Employee,
a Director or a Consultant. Unless otherwise provided by the Board, a Participant’s Service shall not be deemed to have terminated
merely because of a change in the capacity in which the Participant renders such Service or a change in the Participating Company
for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s
Service. Furthermore, a Participant’s Service shall not be deemed to have terminated if the Participant takes any military
leave, sick leave, or other bona fide leave of absence approved by the Company. However, unless otherwise provided by the Board,
if any such leave taken by a Participant exceeds ninety (90) days, then on the ninety-first (91st) day following the commencement
of such leave the Participant’s Service shall be deemed to have terminated, unless the Participant’s right to return
to Service is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required
by law, an unpaid leave of absence shall not be treated as Service for purposes of determining vesting under the Participant’s
Award Agreement. Except as otherwise provided by the Board, in its discretion, the Participant’s Service shall be deemed
to have terminated either upon an actual termination of Service or upon the business entity for which the Participant performs
Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether
the Participant’s Service has terminated and the effective date of and reason for such termination.


 


(ll)    
    “Stock” means a share of common stock of the Company, as adjusted from time
to time in accordance with Section 4.3 of the Plan.


 


(mm) 
    “Stock Appreciation Right or SAR” means an Award of a right to receive Stock or
the cash-value of stock granted pursuant to Section 6 of the Plan.


 


(nn)       “Stock
Bonus” means and Award granted pursuant to Section 7 of the Plan.


 


(oo)       “Subsidiary
Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f)
of the Code.


 


(pp)       “Ten
Percent Stockholder” means a person who, at the time an Award is granted to such person, owns stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company within the meaning of Section 422(b)(6)
of the Code.


 


(qq)       “Vesting
Conditions” mean those conditions established in accordance with the Plan prior to the satisfaction of which shares subject
to an Award remain subject to forfeiture or a repurchase option in favor of the Company exercisable for the Participant’s
monetary purchase price, if any, for such shares upon the Participant’s termination of Service.


 


2.2          Construction.  Captions
and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the
Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular.
Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


 


3.    Administration.


 


3.1          The
Committee.  The Plan shall be administered by the Committee. The Committee shall consist of not less than two (2) Directors
who shall be appointed from time to time by, and shall serve at the pleasure of, the Board. The Committee shall be comprised solely
of Directors who are (a) “outside directors” under Section 162(m) of the Code and (b) “non-employee directors”
under Rule 16b-3.


 




    	 



    	 



    

  


3.2          Authority
of the Committee.  It shall be the duty of the Committee to administer the Plan in accordance with the Plan’s
provisions. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its
operation, including, but not limited to, the power to (a) determine which Employees Consultants and Directors shall be granted
Awards; (b) prescribe the terms and conditions of the Awards; (c) interpret the Plan and the Awards; (d) adopt such procedures
and subplans as are necessary or for the purpose of satisfying Applicable Laws; (e) adopt rules for the administration, interpretation
and application of the Plan as are consistent therewith; and (f) interpret, amend or revoke any such rules. Notwithstanding the
preceding, the Committee may not implement a program pursuant to which outstanding Awards are surrendered, cancelled, or exchanged
for cash, the same type of Award, or a different Award without the approval of the holders of a majority of the shares that are
present in person or by proxy and entitled to vote at any Annual or Special Meeting of Stockholders of the Company.



 


3.3          Delegation
by the Committee.  The Committee, in its sole discretion and on such terms and conditions as it may provide, may
delegate all or any part of its authority and powers under the Plan to one or more Directors or officers of the Company, except
that the Committee may not delegate all or any part of its authority under the Plan with respect to Awards granted to any individual
who is subject to Section 16 Persons. Notwithstanding the foregoing, with respect to Awards that are intended to qualify as performance-based
compensation under Section 162(m) of the Code, the Committee may not delegate its authority and powers with respect to such Awards
if such delegation would cause the Awards to fail to so qualify. To the extent of any delegation by the Committee, references to
the Committee in this Plan and any Award Agreement shall be deemed also to include reference to the applicable delegate(s).


 


3.4          Decisions
Binding.  All interpretations, determinations and decisions made by the Committee, the Board, and any delegate of
the Committee pursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons, and shall be given
the maximum deference permitted by law.


 


4.    Shares
Subject to Plan.


 


4.1          Number
of Shares. Subject to adjustment as provided in Section 4.3 of the Plan, and the provisions in this Section 4.1 regarding the
annual increase, the aggregate number of shares of Stock that may be issued pursuant to Awards may not exceed 450,000 shares of
Stock (the “Share Reserve”). In addition, the Share Reserve shall automatically increase on January 1st of each
year, for a period of not more than ten (10) years, beginning on January 1st of the year following the year in which the Plan became
effective and ending on (and including) January 1, 2024, in an amount equal to four percent (4%) of the total number of shares
of Stock outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to
January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the
increase in the Share Reserve for such year will be a lesser number of shares of Stock than would otherwise occur pursuant to this
Section 4.1.


 


4.2          Lapsed
Awards.  If an Award expires without having been exercised in full, or, with respect to Restricted Stock and Restricted
Stock Units is forfeited to the Company, the shares which were subject thereto will become available for future grant or sale under
the Plan (unless the Plan has terminated). Shares that have been issued under the Plan under any Award will not be returned to
the Plan and will not become available for future distribution under the Plan; provided, however, that if unvested shares of Restricted
Stock or Restricted Stock Units are repurchased by the Company or are forfeited to the Company, such shares will become available
for future grant under the Plan. Shares used to pay the exercise or purchase price of an Award and/or to satisfy the tax withholding
obligations related to an Award will not become available for future grant or sale under the Plan. To the extent an Award under
the Plan is paid out in cash rather than shares, such cash payment will not reduce the number of shares available for issuance
under the Plan.


 


4.3          Adjustments
in Awards and Authorized Shares.  In the event that any dividend (other than regular, ongoing dividends) or other
distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other
securities of the Company, or other change in the corporate structure of the Company affecting the shares such that an adjustment
is determined by the Committee (in its sole discretion) to be appropriate in order to prevent dilution or enlargement of the benefits
or potential benefits intended


 




    	 



    	 



    

  


to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust the number and class of stock. Notwithstanding the preceding,
the number of shares subject to any Award always shall be a whole number.


 


5.    Eligibility.


 


5.1          Persons
Eligible for Awards.  Awards may be granted only to Employees, Consultants and Directors.


 


5.2          Participation
in the Plan. Awards are granted solely at the discretion of the Board. Eligible persons may be granted more than one Award.
However, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted
an Award, to be granted an additional Award.


 


6.    Stock
Options and Stock Appreciation Rights.


 


Options and SARs shall be
evidenced by Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Board shall from time
to time establish. Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and
be subject to the following terms and conditions:


 


6.1          Option
and SAR Limitations.  No Participant shall be granted Options or SARs covering more than a total of 250,000 shares
of Stock during any one Company fiscal year. Notwithstanding the foregoing, during the Company fiscal year in which a Participant
first becomes an Employee, he or she may be granted Options or SARs to purchase up to a total of an additional 100,000 shares of
Stock.


 


6.2          Exercise
Price. The exercise price for each Option or SAR shall be established in the discretion of the Board; provided, however,
that (a) the exercise price per share for an Option or SAR shall be not less than the Fair Market Value of a share of Stock
on the effective date of grant of the Option or SAR and (b) no Incentive Stock Option granted to a Ten Percent Stockholder
shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on
the effective date of grant of the Incentive Stock Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock
Option or a Non-statutory Stock Option) or SAR may be granted with an exercise price lower than the minimum exercise price set
forth above if such Option or SAR is granted pursuant to an assumption or substitution for another option or SAR in a manner qualifying
under the provisions of Section 424(a) of the Code.


 


6.3          Exercisability
and Term of Options and SARs.  Options and SARs shall be exercisable at such time or times, or upon such event
or events, and subject to such terms, conditions, Performance Goals and restrictions as shall be determined by the Board and set
forth in the Award Agreement evidencing such Option or SAR; provided, however, that (a) no Option or SAR shall be exercisable
after the expiration of ten (10) years after the effective date of grant of such Option or SAR and (b) no Incentive Stock Option
granted to a Ten Percent Stockholder shall be exercisable after the expiration of five (5) years after the effective date of grant
of such Incentive Stock Option. Subject to the foregoing, unless otherwise specified by the Board in the grant of an Option or
SAR, any Option or SAR granted hereunder shall terminate ten (10) years after the effective date of grant of the Option or SAR,
unless earlier terminated in accordance with its provisions.


 


6.4          Exercise
of SAR.  Upon the exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount
determined by multiplying: (a) the difference between the Fair Market Value of the Stock on the date of exercise over the exercise
price by (b) the number of shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment upon
exercise of a SAR may be in cash, in shares of equivalent value, in some combination thereof or in any other manner approved by
the Committee in its sole discretion.


 




    	 



    	 



    

  


6.5          Payment
of Exercise Price.


 


(a)          Forms
of Consideration Authorized.  Except as otherwise provided below, payment of the exercise price for the number of
shares of Stock being purchased pursuant to any Option or SAR shall be made: (i) in cash, by check or in cash equivalent;
(ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant having a Fair
Market Value not less than the exercise price; (iii) by delivery of a properly executed notice of exercise together with irrevocable
instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or
all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying
with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System)
(a “Cashless Exercise”) or SAR; (iv) by delivery of a properly executed notice electing a Net-Exercise;
(v) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law;
or (vi) by any combination thereof. The Board may at any time or from time to time grant Options and SARs which do not permit
all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more
forms of consideration.


 


(b)          Limitations
on Forms of Consideration - Tender of Stock. Notwithstanding the foregoing, an Option or SAR may not be exercised by tender
to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a
violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s Stock. Unless
otherwise provided by the Board, an Option or SAR may not be exercised by tender to the Company, or attestation to the ownership,
of shares of Stock unless such shares either have been owned by the Participant for more than six (6) months or such other period,
if any, required by the Company (and were not used for another Option or SAR exercise by attestation during such period) or were
not acquired, directly or indirectly, from the Company.


 


6.6          Certain
Additional Provisions for Incentive Stock Options.


 


(a)          Maximum
Number of Shares Issuable Pursuant to Incentive Stock Options. Subject to Section 4 above and adjustment as provided
in Subsection 4.3 of the Plan, the maximum aggregate number of shares of Stock that may be issued under the Plan pursuant
to the exercise of Incentive Stock Options shall not exceed 300,000 shares (the “ISO Share Limit”). The
maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to all Awards other than Incentive Stock
Options shall be the number of shares determined in accordance with Section 4 above, subject to adjustment as provided in
Subsection 4.3 of the Plan.


 


(b)          Exercisability.
The aggregate Fair Market Value (determined on the Grant Date(s)) of the shares with respect to which Incentive Stock Options are
exercisable for the first time by any Employee during any calendar year (under all plans of the Company and its Subsidiaries) shall
not exceed One Hundred Thousand Dollars ($100,000).


 


(c)          Termination
of Service. No Incentive Stock Option may be exercised more than three (3) months after the Participant’s Termination
of Service for any reason other than Disability or death, unless (a) the Participant dies during such three-month period, and/or
(b) the Award Agreement or the Committee permits later exercise (in which case the Option instead may be deemed to be a Nonqualified
Stock Option). No Incentive Stock Option may be exercised more than one (1) year after the Participant’s Termination of Service
on account of Disability, unless (a) the Participant dies during such one-year period, and/or (b) the Award Agreement or the Committee
permit later exercise (in which case the option instead may be deemed to be a Nonqualified Stock Option).


 


(d)          Expiration.
No Incentive Stock Option may be exercised after the expiration of ten (10) years from the Grant Date; provided, however, that
if the Option is granted to an Employee who, together with persons whose stock ownership is attributed to the Employee pursuant
to Section 424(d) of the Code , owns stock possessing more than ten percent (10%) of the total combined voting power of all classes
of the stock of the Company or any of its Subsidiaries, the Option may not be exercised after the expiration of five (5) years
from the Grant Date.


 




    	 



    	 



    

  


6.7          Effect
of Termination of Service.


 


(a)          Option
and SAR Exercisability.  Subject to earlier termination of the Option or SAR as otherwise provided by this Plan and
unless a longer exercise period is provided by the Board, an Option or SAR shall terminate immediately upon the Participant’s
termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination
of Service to the extent it is then vested only during the applicable time period determined in accordance with this Section and
thereafter shall terminate:


 


(i)                    Disability.  If
the Participant’s Service terminates because of the Disability of the Participant, the Option or SAR, to the extent unexercised
and exercisable for vested shares on the date on which the Participant’s Service terminated, may be exercised by the Participant
(or the Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the
date on which the Participant’s Service terminated, but in any event no later than the date of expiration of the Option’s
or SAR’s term as set forth in the Award Agreement evidencing such Option or SAR.


 


(ii)                   Death.  If
the Participant’s Service terminates because of the death of the Participant, the Option or SAR, to the extent unexercised
and exercisable for vested shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s
legal representative or other person who acquired the right to exercise the Option or SAR by reason of the Participant’s
death at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated,
but in any event no later than the Option or SAR Expiration Date. The Participant’s Service shall be deemed to have terminated
on account of death if the Participant dies within three (3) months after the Participant’s termination of Service.


 


(iii)                  Termination
for Cause.  Notwithstanding any other provision of the Plan to the contrary, if the Participant’s Service is terminated
for Cause, the Option or SAR shall terminate in its entirety and cease to be exercisable immediately upon such termination of Service.


 


(iv)                  Other
Termination of Service.  If the Participant’s Service terminates for any reason, except Disability, death or Cause,
the Option or SAR, to the extent unexercised and exercisable for vested shares on the date on which the Participant’s Service
terminated, may be exercised by the Participant at any time prior to the expiration of three (3) months after the date on which
the Participant’s Service terminated, but in any event no later than the Option or SAR Expiration Date.


 


(b)          Extension
if Exercise Prevented by Law.  Notwithstanding the foregoing other than termination of Service for Cause, if the
exercise of an Option or SAR within the applicable time periods set forth in Subsection 6.7(a) of the Plan is prevented by
the provisions of Section 13 below, the Option or SAR shall remain exercisable until the later of (i) thirty (30) days
after the date such exercise first would no longer be prevented by such provisions or (ii) the end of the applicable time
period under Subsection 6.7(a), but in any event no later than the Option or SAR Expiration Date.


 


6.8          Transferability
of Options or SARs.  During the lifetime of the Participant, an Option or SAR shall be exercisable only by the Participant
or the Participant’s guardian or legal representative. An Option or SAR shall not be subject in any manner to anticipation,
alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s
beneficiary, except transfer by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted
by the Board, in its discretion, and set forth in the Award Agreement evidencing such Option, a Non-statutory Stock Option shall
be assignable or transferable subject to the applicable limitations, if any, described in the General Instructions to Form S-8
Registration Statement under the Securities Act.


 


7.    Stock
Bonus.


 


Stock Bonus Awards shall
be evidenced by Award Agreements in such form as the Board shall from time to time establish. Award Agreements evidencing Stock
Bonus Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following
terms and conditions:


 




    	 



    	 



    

  


7.1          Stock
Bonus Limitations.  No Participant shall be granted a Stock Bonus covering more than a total of 250,000 shares of
Stock during any one Company fiscal year. Notwithstanding the foregoing, during the Company fiscal year in which a Participant
first becomes an Employee, he or she may be granted a Stock Bonus to purchase up to a total of an additional 100,000 shares of
Stock.


 


7.2          Vesting
and Restrictions on Transfer.  Shares of Stock issued pursuant to any Stock Bonus Award may (but need not) be made
subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or Performance
Goals, as shall be established by the Board and set forth in the Award Agreement evidencing such Award. The Board, in its discretion,
may provide in any Award Agreement evidencing a Stock Bonus Award that, if the satisfaction of Vesting Conditions with respect
to any shares subject to such Stock Bonus Award would otherwise occur on a day on which the sale of such shares would violate the
provisions of the Insider Trading Policy, then satisfaction of the Vesting Conditions automatically shall be determined on the
next trading day on which the sale of such shares would not violate the Insider Trading Policy.


 


7.3          Form
of Payment to Participant.  Payment may be made in the form of cash, whole shares of Stock, or a combination thereof,
based on the Fair Market Value of the shares of Stock earned under a Stock Bonus Award on the date of payment, as determined in
the sole discretion of the Committee.


 


7.4          Effect
of Termination of Services.  Each Award Agreement will specify the consequences of a Participant’s ceasing
to be a Service Provider prior to the settlement of a Stock Bonus Award.


 


8.    Restricted
Stock Awards.


 


Restricted Stock Awards shall be evidenced by
Award Agreements in such form as the Board shall from time to time establish. Award Agreements evidencing Restricted Stock Awards
may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and
conditions:


 


8.1          Restricted
Stock Limitations.  No Participant shall be granted Restricted Stock covering more than a total of 250,000 shares
of Stock during any one Company fiscal year. Notwithstanding the foregoing, during the Company fiscal year in which a Participant
first becomes an Employee, he or she may be granted Restricted Stock to purchase up to a total of an additional 100,000 shares
of Stock.


 


8.2          Types
of Restricted Stock Awards Authorized.  Restricted Stock Awards may be granted upon such conditions as the Board
shall determine, including, without limitation, upon the attainment of one or more Performance Goals.


 


8.3          Purchase
Price.  The purchase price for shares of Stock issuable under each Restricted Stock Award shall be established by
the Board in its discretion. Except as may be required by applicable law or established by the Board, no monetary payment (other
than applicable tax withholding) shall be required as a condition of receiving shares of Stock pursuant to a Restricted Stock Award.


 


8.4          Payment
of Purchase Price.  Except as otherwise provided below, payment of the purchase price (if any) for the number of
shares of Stock being purchased pursuant to any Restricted Stock Award shall be made: (a) in cash, by check or in cash equivalent;
(b) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law;
or (c) by any combination thereof.


 


8.5          Vesting
and Restrictions on Transfer.  Shares issued pursuant to any Restricted Stock Award may (but need not) be made subject
to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or Performance Goals,
as shall be established by the Board and set forth in the Award Agreement evidencing such Award. During any period in which shares
acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred,
pledged, assigned or otherwise disposed of other than pursuant to an Ownership Change Event or as provided in Subsection 8.7
below. The Board, in its discretion, may provide in any Award Agreement evidencing a Restricted Stock Award that, if the satisfaction
of Vesting Conditions with respect to any shares subject to such Restricted Stock Award would otherwise occur on a day on which
the sale of such shares would violate the provisions of the Insider Trading Policy,


 




    	 



    	 



    

  


then satisfaction of the Vesting Conditions
automatically shall be determined on the next trading day on which the sale of such shares would not violate the Insider Trading
Policy. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to
the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares
of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.


 


8.6          Voting
Rights; Dividends and Distributions.  Except as provided in this Subsection 8.6, Subsection 8.4 and any Award
Agreement, during any period in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions,
the Participant shall have all of the rights of a stockholder of the Company holding shares of Stock, including the right to vote
such shares and to receive all dividends and other distributions paid with respect to such shares. However, in the event of a dividend
or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of
the Company as described in Subsection 4.3 above, any and all new, substituted or additional securities or other property
(other than normal cash dividends) to which the Participant is entitled by reason of the Participant’s Restricted Stock Award
shall be immediately subject to the same Vesting Conditions as the shares subject to the Restricted Stock Award with respect to
which such dividends or distributions were paid or adjustments were made.


 


8.7          Effect
of Termination of Service.  Unless otherwise provided by the Board in the Award Agreement evidencing a Restricted
Stock Award, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s
death or disability), then (a) the Company shall have the option to repurchase for the purchase price paid by the Participant
any shares acquired by the Participant pursuant to a Restricted Stock Award which remain subject to Vesting Conditions as of the
date of the Participant’s termination of Service and (b) if the Participant did not pay any consideration for any shares
acquired by the Participant pursuant to a Restricted Stock Award which remain subject to Vesting Conditions as of the date of the
Participant’s termination of Service. The Company shall have the right to assign at any time any repurchase right it may
have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company.


 


8.8          Non-transferability
of Restricted Stock Award Rights.  Rights to acquire shares of Stock pursuant to a Restricted Stock Award shall not
be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment
by creditors of the Participant or the Participant’s beneficiary, except transfer by will or the laws of descent and distribution.
All rights with respect to a Restricted Stock Award granted to a Participant hereunder shall be exercisable during his or her lifetime
only by such Participant or the Participant’s guardian or legal representative.


 


9.    Restricted
Stock Unit Awards.


 


Restricted Stock Unit Awards
shall be evidenced by Award Agreements in such form as the Board shall from time to time establish. Award Agreements evidencing
Restricted Stock Unit Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject
to the following terms and conditions:


 


9.1          Restricted
Stock Unit Limitations.  No Participant shall be granted Restricted Stock Units covering more than a total of 250,000
shares of Stock during any one Company fiscal year. Notwithstanding the foregoing, during the Company fiscal year in which a Participant
first becomes an Employee, he or she may be granted Restricted Stock Units to purchase up to a total of an additional 100,000 shares.


 


9.2          Types
of Restricted Stock Unit Awards Authorized.  Restricted Stock Unit Awards may be granted upon such conditions as
the Board shall determine, including, without limitation, upon the attainment of one or more Performance Goals.


 


9.3          Number
of Securities.  Each Award Agreement will specify the number of Awarded Securities and will provide for the adjustment
of such number in accordance with Subsection 4.3 of the Plan.


 


9.4          Purchase
Price.  The purchase price for shares of Stock issuable under each Restricted Stock Unit Award shall be established
by the Board in its discretion. Except as may be required by applicable law or


 




    	 



    	 



    

  


established by the Board, no monetary payment
(other than applicable tax withholding) shall be required as a condition of receiving a Restricted Stock Unit Award.


 


9.5          Payment
of Purchase Price.  Except as otherwise provided below, payment of the purchase price (if any) for the number of
shares of Stock being purchased pursuant to any Restricted Stock Unit Award shall be made: (a) in cash, by check or in cash
equivalent; (b) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable
law; or (c) by any combination thereof.


 


9.6          Vesting
and Restrictions on Transfer.  Shares of Stock issued pursuant to any Restricted Stock Award may (but need not) be
made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or Performance
Goals, as shall be established by the Board and set forth in the Award Agreement evidencing such Award. The Board, in its discretion,
may provide in any Award Agreement evidencing a Restricted Stock Unit Award that, if the satisfaction of Vesting Conditions with
respect to any shares subject to such Restricted Stock Unit Award would otherwise occur on a day on which the sale of such shares
would violate the provisions of the Insider Trading Policy, then satisfaction of the Vesting Conditions automatically shall be
determined on the next trading day on which the sale of such shares would not violate the Insider Trading Policy.


 


9.7          Settlement
of Restricted Units.


 


(a)          Procedure;
Rights as a Stockholder.  Any Restricted Stock Unit Award granted hereunder will be settled according to the terms
of the Plan and at such times and under such conditions as determined by the Board and set forth in the Award Agreement. Until
the Restricted Stock Unit Awards are settled and the shares of Stock are delivered (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company), no right to vote, if applicable, or receive dividends
or any other rights as a stockholder will exist with respect to the Award. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Securities are delivered, except as provided in Subsection 4.2 of the Plan or
the applicable Award Agreement.


 


(b)          Non-transferability
of Restricted Stock Unit Award Rights.  Rights to acquire shares of Stock pursuant to a Restricted Stock Unit Award
shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment
by creditors of the Participant or the Participant’s beneficiary, except transfer by will or the laws of descent and distribution.
All rights with respect to a Restricted Stock Unit Award granted to a Participant hereunder shall be exercisable during his or
her lifetime only by such Participant or the Participant’s guardian or legal representative.


 


9.8          Cessation
of Services.  Each Award Agreement will specify the consequences of a Participant’s ceasing to be a Service
Provider prior to the settlement of a Restricted Stock Unit Award.


 


10.    Performance-Based
Awards under Section 162(m) of the Code.


 


10.1        General.
If the Committee, in its discretion, decides to grant an Award intended to qualify as “performance-based compensation”
under Section 162(m) of the Code, the provisions of this Section 10 will control over any contrary provision in the Plan. The Committee,
in its discretion, also may grant Awards that are not intended to qualify as “performance-based compensation” under
Section 162(m) of the Code.


 


10.2       
Performance Goals.  The granting and/or vesting of Awards and other incentives under the Plan may, in the discretion
of the Committee, be made subject to the achievement of one or more Performance Goals.


 


10.3        Procedures.  To
the extent necessary to comply with the “performance-based compensation” provisions of Section 162(m) of the Code,
with respect to any Award granted subject to Performance Goals and intended to qualify as “performance-based compensation”
under such Section, on or before the Determination Date (i.e., within the first twenty-five percent (25%) of the Performance Period,
but in no event more than ninety (90) days following the commencement of any Performance Period or such other time as may be required
or permitted by Section 162(m) ), the Committee will, in writing: (i) designate one or more Participants to whom an Award will
be


 




    	 



    	 



    

  


made; (ii) determine the Performance Period;
(iii) establish the Performance Goals and amounts that may be earned for the Performance Period; and (iv) determine any other terms
and conditions applicable to the Award(s).


 


10.4        Additional
Limitations.  Notwithstanding any other provision of the Plan, any Award that is granted to a Participant and is
intended to constitute qualified “performance-based compensation” under Section 162(m) will be subject to any additional
limitations set forth in the Code (including any amendment to Section 162(m)) or any regulations and ruling issued thereunder that
are requirements for qualification as “performance-based compensation” under Section 162(m) of the Code, and the Plan
will be deemed amended to the extent necessary to conform to such requirements.


 


10.5        Determination
of Amounts Earned.  Following the completion of each Performance Period, the Committee will certify in writing whether
the applicable Performance Goals have been achieved for such Performance Period. A Participant will be eligible to receive payment
pursuant to an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code for a
Performance Period only if the Performance Goals for such period are achieved. In determining the amounts earned by a Participant
pursuant to an Award intended to qualified as “performance-based compensation” under Section 162(m) of the Code, the
Committee will have the right to (a) reduce or eliminate (but not to increase) the amount payable at a given level of performance
to take into account additional factors that the Committee may deem relevant to the assessment of individual or corporate performance
for the Performance Period; (b) determine what actual Award, if any, will be paid in the event of a termination of employment as
the result of a Participant’s death or disability or upon a Change of Control or in the event of a termination of employment
following a Change of Control prior to the end of the Performance Period; and (c) determine what actual Award, if any, will be
paid in the event of a termination of employment other than as the result of a Participant’s death or Disability prior to
a Change of Control and prior to the end of the Performance Period to the extent an actual Award would have otherwise been achieved
had the Participant remained employed through the end of the Performance Period.


 


11.    Change
in Control.


 


11.1        Effect
of Change in Control on Awards.  Subject to the requirements and limitations of Section 409A of the Code,
if applicable, the Board may provide for any one or more of the following:


 


(a)          Accelerated
Vesting.  The Board may, in its discretion, provide in any Award Agreement or, in the event of a Change in Control,
may take such actions as it deems appropriate to provide for the acceleration of the exercisability and/or vesting in connection
with such Change in Control of each or any outstanding Award or portion thereof and shares acquired pursuant thereto upon such
conditions, including termination of the Participant’s Service prior to, upon, or following such Change in Control, to such
extent as the Board shall determine.


 


(b)          Assumption,
Continuation or Substitution of Awards.  In the event of a Change in Control, the surviving, continuing, successor,
or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may,
without the consent of any Participant, assume or continue the Company’s rights and obligations under each or any Award or
portion thereof outstanding immediately prior to the Change in Control or substitute for each or any such outstanding Award or
portion thereof a substantially equivalent Award with respect to the Acquiror’s stock. For purposes of this Section, if so
determined by the Board, in its discretion, an Award or any portion thereof shall be deemed assumed if, following the Change in
Control, the Award confers the right to receive, subject to the terms and conditions of the Plan and the applicable Award Agreement,
for each share of Stock subject to such portion of the Award immediately prior to the Change in Control, the consideration (whether
stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date
of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror,
the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Award for
each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration
received by holders of Stock pursuant to the Change in Control. If any portion of such consideration may be received by holders
of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its discretion, determine such Fair
Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present
value of the probable future payment of such consideration. Any Award or portion thereof which is neither assumed or continued
by the


 




    	 



    	 



    

  


Acquiror in connection with the Change in Control
nor exercised as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as
of the time of consummation of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of an Award
prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall
continue to be subject to all applicable provisions of the Award Agreement evidencing such Award except as otherwise provided in
such Award Agreement.


 


(c)          Cash-Out
of Outstanding Awards.  The Board may, in its discretion and without the consent of any Participant, determine that,
upon the occurrence of a Change in Control, each or any Award or portion thereof outstanding immediately prior to the Change in
Control shall be canceled in exchange for a payment with respect to each vested share (and each unvested share, if so determined
by the Board) of Stock subject to such canceled Award in (i) cash, (ii) stock of the Company or of a corporation or other business
entity a party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair
Market Value equal to the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control, reduced
by the exercise or purchase price per share, if any, under such Award. If any portion of such consideration may be received by
holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its sole discretion, determine
such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate
of the present value of the probable future payment of such consideration. In the event such determination is made by the Board,
the amount of such payment (reduced by applicable withholding taxes, if any) shall be paid to Participants in respect of the vested
portions of their canceled Awards as soon as practicable following the date of the Change in Control and in respect of the unvested
portions of their canceled Awards in accordance with the vesting schedules applicable to such Awards.


 


12.    Tax
Withholding.


 


12.1        Withholding
Requirements.  Prior to the delivery of any shares or cash pursuant to an Award (or exercise thereof), or at such
earlier time as the Tax Obligations are due, the Company shall have the power and the right to deduct or withhold, or require a
Participant to remit to the Company, an amount sufficient to satisfy all Tax Obligations.


 


12.2        Withholding
Arrangements.  The Committee, in its sole discretion and pursuant to such procedures as it may specify from time
to time, may designate the method or methods by which a Participant may satisfy such Tax Obligations. As determined by the Committee
in its discretion from time to time, these methods may include one or more of the following: (a) paying cash, (b) electing to have
the Company withhold otherwise cash or shares having a Fair Market Value equal to the amount required to be withheld, (c) delivering
to the Company already-owned shares having a Fair Market Value equal to the minimum amount required to be withheld or remitted,
provided the delivery of such shares will not result in any adverse accounting consequences as the Committee determines in its
sole discretion, (d) selling a sufficient number of shares otherwise deliverable to the Participant through such means as the Committee
may determine in its sole discretion (whether through a broker or otherwise) equal to the Tax Obligations required to be withheld,
(e) retaining from salary or other amounts payable to the Participant cash having a sufficient value to satisfy the Tax Obligations,
or (f) any other means which the Committee, in its sole discretion, determines to both comply with Applicable Laws, and to be consistent
with the purposes of the Plan. The amount of Tax Obligations will be deemed
to include any amount that the Committee agrees may be withheld at the
time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax
rates applicable to the Participant or the Company, as applicable, with respect to the Award on the date that the amount of tax
or social insurance liability to be withheld or remitted is to be determined. The Fair Market Value of the shares to be withheld
or delivered shall be determined as of the date that the Tax Obligations are required to be withheld.


 


13.    Compliance
with Securities Law.


 


13.1        Section
16 Persons.  With respect to Section 16 Persons, transactions under this Plan are intended to qualify for the exemption
provided by Rule 16b-3. To the extent any provision of the Plan, Award Agreement or action by the Committee fails to so comply,
it shall be deemed null and void, to the extent permitted by law and deemed advisable or appropriate by the Committee.


 




    	 



    	 



    

  


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


 


13.3        Inability
to Obtain Authority.  The Company will not be required to issue any Shares, cash or other property under the Plan
unless all the following conditions are satisfied: (a) the admission of the shares or other property to listing on all stock exchanges
on which such class of stock or property then is listed; (b) the completion of any registration or other qualification or rule
compliance of the shares under any U.S. state or federal law or under the rulings or regulations of the Securities and Exchange
Commission, the stock exchange on which shares of the same class are then listed, or any other governmental regulatory body, as
counsel to the Company, in its absolute discretion, deems necessary or advisable; (c) the obtaining of any approval or other clearance
from any U.S. federal, state or other governmental agency, which counsel to the Company, in its absolute discretion, determines
to be necessary or advisable; and (d) the lapse of such reasonable period of time following the Grant Date, vesting and/or exercise
as the Company may establish from time to time for reasons of administrative convenience. If the Committee determines, in its absolute
discretion, that one or more of the preceding conditions will not be satisfied, the Company automatically will be relieved of any
liability with respect to the failure to issue the shares, cash or other property as to which such requisite authority will not
have been obtained. 


 


14.    Amendment
or Termination of Plan.


 


The Board may amend, suspend
or terminate the Plan at any time.  However, without the approval of the Company’s stockholders, there shall be
(a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation
of the provisions of Subsection 4.3); (b) no change in the class of persons eligible to receive Incentive Stock Options;
and (c) no other amendment of the Plan that would require approval of the Company’s stockholders under any applicable
law, regulation or rule, including the rules of any stock exchange or market system upon which the Stock may then be listed. No
amendment, suspension or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Board.
Except as provided by the next sentence, no amendment, suspension or termination of the Plan may adversely affect any then-outstanding
Award without the consent of the Participant. Notwithstanding any other provision of the Plan or any Award Agreement to the contrary,
the Board may, in its sole and absolute discretion and without the consent of any Participant, amend the Plan or any Award Agreement,
to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan or such Award
Agreement to any present or future law, regulation or rule applicable to the Plan, including, but not limited to, Section 409A
of the Code.


 


15.    Miscellaneous
Provisions.


 


15.1        Indemnification.  Each
person who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company
against and from (a) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection
with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved
by reason of any action taken or failure to act under the Plan or any Award Agreement; and (b) from any and all amounts paid by
him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any
such claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own
expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing
right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under
the Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that
the Company may have to indemnify them or hold them harmless.


 


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


 




    	 



    	 



    

  


15.3        Rights
as Employee, Consultant or Director.  No person, even though eligible pursuant to Section 5 of the Plan, shall
have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the
Plan or any Award granted under the Plan shall confer on any Participant a right to remain an Employee, Consultant or Director
or interfere with or limit in any way any right of a Participating Company to terminate the Participant’s Service at any
time. To the extent that an Employee of a Participating Company other than the Company receives an Award under the Plan, that Award
shall in no event be understood or interpreted to mean that the Company is the Employee’s employer or that the Employee has
an employment relationship with the Company.


 


15.4        Rights
as a Stockholder.  A Participant shall have no rights as a stockholder with respect to any shares covered by an Award
until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date
is prior to the date such shares are issued.


 


15.5        Delivery
of Title to Shares.  Subject to any governing rules or regulations, the Company shall issue or cause to be issued
the shares of Stock acquired pursuant to an Award and shall deliver such shares to or for the benefit of the Participant by means
of one or more of the following: (a) by delivering to the Participant evidence of book entry shares of Stock credited to the
account of the Participant, (b) by depositing such shares of Stock for the benefit of the Participant with any broker with
which the Participant has an account relationship, or (c) by delivering such shares of Stock to the Participant in certificate
form.


 


15.6        Fractional
Shares.  The Company shall not be required to issue fractional shares upon the exercise or settlement of any Award.


 


15.7        Retirement
and Welfare Plans.  Neither Awards made under this Plan nor shares of Stock or cash paid pursuant to such Awards
shall be included as “compensation” for purposes of computing the benefits payable to any Participant under any Participating
Company’s retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides
that such compensation shall be taken into account in computing such benefits.


 


15.8        Section
409A of the Code.  Notwithstanding other provisions of the Plan or any Award Agreements hereunder, no Award shall
be granted, deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition
of an additional tax under Section 409A of the Code upon a Participant. In the event that it is reasonably determined by the Board
or, if delegated by the Board to the Committee, by the Committee that, as a result of Section 409A of the Code , payments in respect
of any Award under the Plan may not be made at the time contemplated by the terms of the Plan or the relevant Award Agreement,
as the case may be, without causing the Participant holding such Award to be subject to taxation under Section 409A of the Code,
including as a result of the fact that the Participant is a “specified employee” under Section 409A of the Code, the
Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section
409A of the Code. The Company shall use commercially reasonable efforts to implement the provisions of this Subsection 15.8 in
good faith; provided that neither the Company, the Board nor any of the Company’s employees, directors or representatives
shall have any liability to Participants with respect to this Subsection 15.8.


 


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


 


15.10      No
Constraint on Corporate Action.  Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise
affect the Company’s or another Participating Company’s right or power to make adjustments, reclassifications, reorganizations,
or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any
part of its business or assets; or (b) limit the right or power of the Company or another Participating Company to take any
action which such entity deems to be necessary or appropriate.


 




    	 



    	 



    

  


15.11      Choice
of Law.  Except to the extent governed by applicable federal law, the validity, interpretation, construction and
performance of the Plan and each Award Agreement shall be governed by the laws of the State of Delaware, without regard to its
conflict of law rules.


 


15.12      Stockholder
Approval.  The Plan or any increase in the maximum aggregate number of shares of Stock issuable thereunder as provided
in Subsection 4 (the “Authorized Shares”) shall be approved by a majority of the outstanding securities
of the Company entitled to vote by the later of (a) a period beginning twelve (12) months before and ending twelve (12) months
after the date of adoption thereof by the Board. Awards granted prior to security holder approval of the Plan or in excess of the
Authorized Shares previously approved by the security holders shall become exercisable no earlier than the date of security holder
approval of the Plan or such increase in the Authorized Shares, as the case may be, and such Awards shall be rescinded if such
security holder approval is not received in the manner described in the preceding sentence.