Exhibit 10.27




 


VENTRUS
BIOSCIENCES, INC.


 


2014
STOCK INCENTIVE PLAN


 


1.          Purposes
of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives
to Employees, Directors and Consultants and to promote the success of the Company’s business.


 


2.          Definitions.
The following definitions shall apply as used herein and in the individual Award Agreements except as defined otherwise in an individual
Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition shall supersede the
definition contained in this Section 2.


 


(a)          “Administrator”
means the Board or any of the Committees appointed to administer the Plan.


 


(b)          “Affiliate”
and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated
under the Exchange Act.


 


(c)          “Applicable
Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions of federal and
state securities laws, the corporate laws of California and, to the extent other than California, the corporate law of the state
of the Company’s incorporation, the Code, the rules of any applicable stock exchange or national market system, and the rules
of any non-U.S. jurisdiction applicable to Awards granted to residents therein.


 


(d)          “Assumed”
means that pursuant to a Corporate Transaction either (i) the Award is expressly affirmed by the Company or (ii) the contractual
obligations represented by the Award are expressly assumed (and not simply by operation of law) by the successor entity or its
Parent in connection with the Corporate Transaction with appropriate adjustments to the number and type of securities of the successor
entity or its Parent subject to the Award and the exercise or purchase price thereof which at least preserves the compensation
element of the Award existing at the time of the Corporate Transaction as determined in accordance with the instruments evidencing
the agreement to assume the Award.


 


(e)          “Award”
means the grant of an Option, SAR, Dividend Equivalent Right, Restricted Stock, Restricted Stock Unit or other right or benefit
under the Plan.


 


(f)          “Award
Agreement” means the written agreement evidencing the grant of an Award executed by the Company and the Grantee,
including any amendments thereto.


 


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


 




    	 



    	 



    

 


(h)          “Cause”
means, with respect to the termination by the Company or a Related Entity of the Grantee’s Continuous Service, that such
termination is for “Cause” as such term (or word of like import) is expressly defined in a then-effective written agreement
between the Grantee and the Company or such Related Entity, or in the absence of such then-effective written agreement and definition,
is based on, in the determination of the Administrator, the Grantee’s: (i) performance of any act or failure to perform
any act in bad faith and to the detriment of the Company or a Related Entity; (ii) dishonesty, intentional misconduct or material
breach of any agreement with the Company or a Related Entity; or (iii) commission of a crime involving dishonesty, breach
of trust, or physical or emotional harm to any person; provided, however, that with regard to any agreement that defines “Cause”
on the occurrence of or in connection with a Corporate Transaction, such definition of “Cause” shall not apply until
a Corporate Transaction actually occurs.


 


(i)          “Code”
means the Internal Revenue Code of 1986, as amended, or any successor statute.


 


(j)          “Committee”
means any committee composed of members of the Board appointed by the Board to administer the Plan.


 


(k)          “Common
Stock” means the Company’s Common Stock, par value $0.001 per share.


 


(l)          “Company”
means Ventrus Biosciences, Inc., a Delaware corporation, or any successor entity that adopts the Plan in connection with a Corporate
Transaction.


 


(m)          “Consultant”
means any person (other than an Employee or a Director, solely with respect to rendering services in such person’s capacity
as a Director) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or
such Related Entity.


 


(n)          “Continuous
Service” means that the provision of services to the Company or a Related Entity in any capacity of Employee, Director
or Consultant is not interrupted or terminated. In jurisdictions requiring notice in advance of an effective termination as an
Employee, Director or Consultant, Continuous Service shall be deemed terminated upon the actual cessation of providing services
to the Company or a Related Entity notwithstanding any required notice period that must be fulfilled before a termination as an
Employee, Director or Consultant can be effective under Applicable Laws. A Grantee’s Continuous Service shall be deemed to
have terminated either upon an actual termination of Continuous Service or upon the entity for which the Grantee provides services
ceasing to be a Related Entity. Continuous Service shall not be considered interrupted in the case of (i) any approved leave
of absence, (ii) transfers among the Company, any Related Entity, or any successor in any capacity of Employee, Director or
Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity
in any capacity of Employee, Director or Consultant (except as otherwise provided in the Award Agreement). An approved leave of
absence shall include sick leave, military leave, or any other authorized personal leave. For purposes of each Incentive Stock
Option granted under the Plan, if such leave exceeds three (3) months, and reemployment upon expiration of such leave is not guaranteed
by statute or contract, then the Incentive Stock Option shall be treated as a Non-Qualified Stock Option on the day three (3) months
and one (1) day following the expiration of such three (3) month period.


 




    	 



    	 



    

 


(o)          “Corporate
Transaction” means any of the following transactions, provided, however, that the Administrator shall determine under
parts (iv) and (v) whether multiple transactions are related, and its determination shall be final, binding and conclusive:


 


(i)          a
merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which
is to change the state in which the Company is incorporated;


 


(ii)         the
sale, transfer or other disposition of all or substantially all of the assets of the Company;


 


(iii)        the
complete liquidation or dissolution of the Company;


 


(iv)         any
reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer
followed by a reverse merger) in which the Company is the surviving entity but (A) the shares of Common Stock outstanding
immediately prior to such merger are converted or exchanged by virtue of the merger into other property, whether in the form of
securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting
power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities
immediately prior to such merger or the initial transaction culminating in such merger; or


 


(v)          acquisition
in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored
employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing
more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities.


 


(p)          “Covered
Employee” means an Employee who is a “covered employee” under Section 162(m)(3) of the Code.


 


(q)          “Director”
means a member of the Board or the board of directors of any Related Entity.


 


(r)          “Disability”
means as defined under the long-term disability policy of the Company or the Related Entity to which the Grantee provides services
regardless of whether the Grantee is covered by such policy. If the Company or the Related Entity to which the Grantee provides
service does not have a long-term disability plan in place, “Disability” means that a Grantee is unable to carry out
the responsibilities and functions of the position held by the Grantee by reason of any medically determinable physical or mental
impairment for a period of not less than ninety (90) consecutive days. A Grantee will not be considered to have incurred a Disability
unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion.


 




    	 



    	 



    

 


(s)          “Disqualifying
Disposition” means any disposition (including any sale) of Common Stock received upon exercise of an Incentive Stock
Option before either (i) two years after the date the Employee was granted the Incentive Stock Option, or (ii) one year after the
date the Employee acquired Common Stock by exercising the Incentive Stock Option. If the Employee has died before such stock is
sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter.


 


(t)          “Dividend
Equivalent Right” means a right entitling the Grantee to compensation measured by dividends paid with respect to
Common Stock.


 


(u)          “Employee”
means any person, including an Officer or Director, who is in the employ of the Company or any Related Entity, subject to the control
and direction of the Company or any Related Entity as to both the work to be performed and the manner and method of performance.
The payment of a director’s fee by the Company or a Related Entity shall not be sufficient to constitute “employment”
by the Company.


 


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


 


(w)          “Fair
Market Value” means, as of any date, the value of Common Stock determined as follows.


 


(i)          If
the Common Stock is listed on one or more established stock exchanges or national market systems, including without limitation
The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market of The NASDAQ Stock Market LLC, its Fair
Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the principal
exchange or system on which the Common Stock is listed (as determined by the Administrator) on the date of determination (or, if
no closing sales price or closing bid was reported on that date, as applicable, on the last trading date such closing sales price
or closing bid was reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable;


 


(ii)         If
the Common Stock is regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized securities
dealer, its Fair Market Value shall be the closing sales price for such stock as quoted on such system or by such securities dealer
on the date of determination, but if selling prices are not reported, the Fair Market Value of a share of Common Stock shall be
the mean between the high bid and low asked prices for the Common Stock on the date of determination (or, if no such prices were
reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source
as the Administrator deems reliable; or


 


(iii)        In
the absence of an established market for the Common Stock of the type described in (i) and (ii), above, the Fair Market Value thereof
shall be determined by the Administrator in a manner in compliance with Section 409A of the Code, or in the case of an Incentive
Stock Option, in a manner in compliance with Section 422 of the Code.


 


(x)          “Grantee”
means an Employee, Director or Consultant who receives an Award under the Plan.


 


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


 




    	 



    	 



    

 


(z)          “Non-Qualified
Stock Option” means an Option not intended to qualify as an Incentive Stock Option.


 


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


 


(bb)         “Option”
means an option to purchase Shares pursuant to an Award Agreement granted under the Plan.


 


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


 


(dd)         “Performance-Based
Compensation” means compensation qualifying as “performance-based compensation” under Section 162(m)
of the Code.


 


(ee)         “Plan”
means this Ventrus Biosciences, Inc. 2014 Stock Incentive Plan.


 


(ff)         “Post-Termination
Exercise Period” means the period specified in the Award Agreement of not less than thirty (30) days commencing on
the date of termination (other than termination by the Company or any Related Entity for Cause) of the Grantee’s Continuous
Service, or such longer period as may be applicable upon death or Disability.


 


(gg)         “Related
Entity” means any Parent or Subsidiary of the Company.


 


(hh)         “Replaced”
means that pursuant to a Corporate Transaction the Award is replaced with a comparable stock award or a cash incentive program
of the Company, the successor entity (if applicable) or Parent of either of them which preserves the compensation element of such
Award existing at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same (or a more
favorable) vesting schedule applicable to such Award. The determination of Award comparability shall be made by the Administrator
and its determination shall be final, binding and conclusive.


 


(ii)         “Restricted
Stock” means Shares issued under the Plan to the Grantee for such consideration, if any, and subject to such restrictions
on transfer, rights of first refusal, repurchase provisions, forfeiture provisions, and other terms and conditions as established
by the Administrator.


 


(jj)         “Restricted
Stock Units” means an Award which may be earned in whole or in part upon the passage of time or the attainment of
performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination
of cash, Shares or other securities as established by the Administrator.


 


(kk)         “Rule 16b-3”
means Rule 16b-3 promulgated under the Exchange Act or any successor thereto.


 




    	 



    	 



    

 


(ll)         “SAR”
means a stock appreciation right entitling the Grantee to Shares or cash compensation, as established by the Administrator, measured
by appreciation in the value of Common Stock.


 


(mm)         “Share”
means a share of the Common Stock.


 


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


 


3.          Stock
Subject to the Plan.


 


(a)          Subject
to the provisions of Section 12 below, the maximum aggregate number of Shares which may be issued pursuant to all Awards (including
Incentive Stock Options) is Twelve Million Eight Hundred Thousand (12,800,000) Shares. The Shares may be authorized, but unissued,
or reacquired Common Stock.


 


(b)          Any
Shares covered by an Award (or portion of an Award) which is forfeited, canceled or expires (whether voluntarily or involuntarily)
shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Shares which may be issued
under the Plan, except that the maximum aggregate number of Shares which may be issued pursuant to the exercise of Incentive Stock
Options shall not exceed the number specified in Section 3(a). Shares that actually have been issued under the Plan pursuant to
an Award shall not be returned to the Plan and shall not become available for future issuance under the Plan, except that if unvested
Shares are forfeited or repurchased by the Company, such Shares shall become available for future grant under the Plan. In the
event any Option or other Award granted under the Plan is exercised through the tendering of shares of Common Stock (either actually
or through attestation), or in the event tax withholding obligations are satisfied by tendering or withholding shares of Common
Stock, any shares of Common Stock so tendered or withheld shall not again be available for awards under the Plan. To the extent
that cash in lieu of shares of Common Stock is delivered upon the exercise of an SAR pursuant to Section 6(l), the Company shall
be deemed, for purposes of applying the limitation on the number of shares, to have issued the greater of the number of shares
of Common Stock which it was entitled to issue upon such exercise or on the exercise of any related Option. Shares of Common Stock
reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options shall not be available
for awards under the Plan.


 


4.          Administration
of the Plan.


 


(a)          Plan
Administrator.


 


(i)          Administration
with Respect to Directors and Officers. With respect to grants of Awards to Directors or Employees who are also Officers or
Directors of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board,
which Committee shall be constituted in such a manner as to satisfy the Applicable Laws and to permit such grants and related transactions
under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee
shall continue to serve in its designated capacity until otherwise directed by the Board.


 




    	 



    	 



    

 


(ii)         Administration
With Respect to Consultants and Other Employees. With respect to grants of Awards to Employees or Consultants who are neither
Directors nor Officers of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board,
which Committee shall be constituted in such a manner as to satisfy the Applicable Laws. Once appointed, such Committee shall continue
to serve in its designated capacity until otherwise directed by the Board.


 


(iii)        Administration
With Respect to Covered Employees. Notwithstanding the foregoing, grants of Awards to any Covered Employee intended to qualify
as Performance-Based Compensation shall be made only by a Committee (or subcommittee of a Committee) which is comprised solely
of two or more Directors eligible to serve on a committee making Awards qualifying as Performance-Based Compensation. In the case
of such Awards granted to Covered Employees, references to the “Administrator” or to a “Committee” shall
be deemed to be references to such Committee or subcommittee.


 


(b)          Multiple
Administrative Bodies. The Plan may be administered by different bodies with respect to Directors, Officers, Consultants, and
Employees who are neither Directors nor Officers.


 


(c)          Powers
of the Administrator. Subject to Applicable Laws and the provisions of the Plan (including any other powers given to the Administrator
hereunder), and except as otherwise provided by the Board, the Administrator shall have the authority, in its discretion:


 


(i)          to
select the Employees, Directors and Consultants to whom Awards may be granted from time to time hereunder;


 


(ii)         to
determine whether and to what extent Awards are granted hereunder;


 


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


 


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


 


(v)          to
determine the type, terms and conditions of any Award granted hereunder;


 


(vi)         to
establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable non-U.S. jurisdictions
and to afford Grantees favorable treatment under such rules or laws; provided, however, that no Award shall be granted under any
such additional terms, conditions, rules or procedures with terms or conditions which are inconsistent with the provisions of the
Plan;


 


(vii)        to
amend the terms of any outstanding Award granted under the Plan, provided that any amendment that would adversely affect the Grantee’s
rights under an outstanding Award shall not be made without the Grantee’s written consent; provided, however, that an amendment
or modification that may cause an Incentive Stock Option to become a Non-Qualified Stock Option shall not be treated as adversely
affecting the rights of the Grantee;


 




    	 



    	 



    

 


(viii)      to
construe and interpret the terms of the Plan and Awards, including without limitation, any notice of award or Award Agreement,
granted pursuant to the Plan;


 


(ix)         to
institute an option exchange program; and


 


(x)          to
take such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate.


 


The express grant in the Plan of any specific
power to the Administrator shall not be construed as limiting any power or authority of the Administrator; provided that the Administrator
may not exercise any right or power reserved to the Board. Any decision made, or action taken, by the Administrator or in connection
with the administration of this Plan shall be final, conclusive and binding on all persons having an interest in the Plan.


 


(d)          Indemnification.
In addition to such other rights of indemnification as they may have as members of the Board or as Officers or Employees of the
Company or a Related Entity, members of the Board and any Officers or Employees of the Company or a Related Entity to whom authority
to act for the Board, the Administrator or the Company is delegated shall be defended and indemnified by the Company to the extent
permitted by law on an after-tax basis against all reasonable expenses, including attorneys’ fees, actually and necessarily
incurred in connection with the defense of any claim, investigation, action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with
the Plan, or any Award granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement
is approved by the Company) or paid by them in satisfaction of a judgment in any such claim, investigation, action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such claim, investigation, action, suit or proceeding that such
person is liable for gross negligence, bad faith or intentional misconduct; provided, however, that within thirty (30) days after
the institution of such claim, investigation, action, suit or proceeding, such person shall offer to the Company, in writing, the
opportunity at the Company’s expense to defend the same.


 


5.          Eligibility.
Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants of the Company and any Related
Entity. Incentive Stock Options may be granted only to Employees of the Company or a Parent or a Subsidiary of the Company. An
Employee, Director or Consultant who has been granted an Award may, if otherwise eligible, be granted additional Awards. Awards
may be granted to such Employees, Directors or Consultants who are residing in non-U.S. jurisdictions as the Administrator may
determine from time to time.


 




    	 



    	 



    

 


6.          Terms
and Conditions of Awards.


 


(a)          Types
of Awards. The Administrator is authorized under the Plan to award any type of arrangement to an Employee, Director or Consultant
that is not inconsistent with the provisions of the Plan and that by its terms involves or might involve the issuance of (i) Shares,
(ii) cash or (iii) an Option, an SAR, or similar right with a fixed or variable price related to the Fair Market Value
of the Shares and with an exercise or conversion privilege related to the passage of time, the occurrence of one or more events,
or the satisfaction of performance criteria or other conditions. Such awards include, without limitation, Options, SARs, sales
or bonuses of Restricted Stock, Restricted Stock Units or Dividend Equivalent Rights, and an Award may consist of one such security
or benefit, or two (2) or more of them in any combination or alternative.


 


(b)          Designation
of Award. Each Award shall be designated in the Award Agreement. In the case of an Option, the Option shall be designated as
either an Incentive Stock Option or a Non-Qualified Stock Option. However, notwithstanding such designation, an Option will qualify
as an Incentive Stock Option under the Code only to the extent the $100,000 dollar limitation of Section 422(d) of the Code
is not exceeded. The $100,000 limitation of Section 422(d) of the Code is calculated based on the aggregate Fair Market Value
of the Shares subject to Options designated as Incentive Stock Options which become exercisable for the first time by a Grantee
during any calendar year (under all plans of the Company or any Parent or Subsidiary of the Company). For purposes of this calculation,
Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares
shall be determined as of the grant date of the relevant Option.


 


(c)          Conditions
of Award. Subject to the terms of the Plan, the Administrator shall determine the provisions, terms, and conditions of each
Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions,
form of payment (cash, Shares, or other consideration) upon settlement of the Award, payment contingencies, and satisfaction of
any performance criteria. The performance criteria established by the Administrator may be based on any one of, or combination
of, increase in share price, earnings per share, total stockholder return, return on equity, return on assets, return on investment,
net operating income, cash flow, revenue, economic value added, personal management objectives, or other measure of performance
selected by the Administrator. Partial achievement of the specified criteria may result in a payment or vesting corresponding to
the degree of achievement as specified in the Award Agreement.


 


(d)          Acquisitions
and Other Transactions. The Administrator may issue Awards under the Plan in settlement, assumption or substitution for, outstanding
awards or obligations to grant future awards in connection with the Company or a Related Entity acquiring another entity, an interest
in another entity or an additional interest in a Related Entity whether by merger, stock purchase, asset purchase or other form
of transaction.


 


(e)          Deferral
of Award Payment. The Administrator may establish one or more programs under the Plan to permit selected Grantees the opportunity
to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that
absent the election would entitle the Grantee to payment or receipt of Shares or other consideration under an Award. The Administrator
may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or
other earnings, if any, on amounts, Shares or other consideration so deferred, and such other terms, conditions, rules and procedures
that the Administrator deems advisable for the administration of any such deferral program.


 




    	 



    	 



    

 


(f)          Separate
Programs. The Administrator may establish one or more separate programs under the Plan for the purpose of issuing particular
forms of Awards to one or more classes of Grantees on such terms and conditions as determined by the Administrator from time to
time.


 


(g)          Individual
Option and SAR Limit. The maximum number of Shares with respect to which Options and SARs may be granted to any Grantee in
any calendar year shall be Five Million (5,000,000) Shares. The foregoing limitation shall be adjusted proportionately in connection
with any change in the Company’s capitalization pursuant to Section 12 below. To the extent required by Section 162(m)
of the Code or the regulations thereunder, in applying the foregoing limitations with respect to a Grantee, if any Option or SAR
is canceled, the canceled Option or SAR shall continue to count against the maximum number of Shares with respect to which Options
and SARs may be granted to the Grantee. For this purpose, the repricing of an Option (or in the case of an SAR, the base amount
on which the stock appreciation is calculated is reduced to reflect a reduction in the Fair Market Value of the Common Stock) shall
be treated as the cancellation of the existing Option or SAR and the grant of a new Option or SAR.


 


(h)          Early
Exercise. The Award Agreement may, but need not, include a provision whereby the Grantee may elect at any time while an Employee,
Director or Consultant to exercise any part or all of the Award prior to full vesting of the Award. Any unvested Shares received
pursuant to such exercise may be subject to a repurchase right in favor of the Company or a Related Entity or to any other restriction
the Administrator determines to be appropriate.


 


(i)          Term
of Award. The term of each Award shall be the term stated in the Award Agreement, provided, however, that the term shall be
no more than ten (10) years from the date of grant thereof. However, in the case of an Incentive Stock Option granted to a
Grantee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of
all classes of stock of the Company or any Parent or Subsidiary of the Company, the term of the Incentive Stock Option shall be
five (5) years from the date of grant thereof or such shorter term as may be provided in the Award Agreement. Notwithstanding
the foregoing, the specified term of any Award shall not include any period for which the Grantee has elected to defer the receipt
of the Shares or cash issuable pursuant to the Award.


 


(j)          Transferability
of Awards.  Unless the Administrator provides otherwise, in its sole discretion,
no award may be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws
of descent or distribution and may be exercised, during the lifetime of the Grantee, only by the Grantee.
 Notwithstanding the foregoing, the Grantee may designate one or more beneficiaries of the Grantee’s Award in the
event of the Grantee’s death on a beneficiary designation form provided by the Administrator.


 


(k)          Time
of Granting Awards. The date of grant of an Award shall for all purposes be the date on which the Administrator makes the determination
to grant such Award, or such other later date as is determined by the Administrator.


 




    	 



    	 



    

 


(l)          Stock
Appreciation Rights. An SAR may be granted (i) with respect to any Option granted under this Plan, either concurrently with
the grant of such Option or at such later time as determined by the Administrator (as to all or any portion of the shares of Common
Stock subject to the Option), or (ii) alone, without reference to any related Option. Each SAR granted by the Administrator under
this Plan shall be subject to the following terms and conditions. Each SAR granted to any participant shall relate to such number
of shares of Common Stock as shall be determined by the Administrator, subject to adjustment as provided in Section 12. In the
case of an SAR granted with respect to an Option, the number of shares of Common Stock to which the SAR pertains shall be reduced
in the same proportion that the holder of the Option exercises the related Option. The exercise price of an SAR will be determined
by the Administrator, in its discretion, at the date of grant but may not be less than 100% of the Fair Market Value of the shares
of Common Stock subject thereto on the date of grant. Subject to the right of the Administrator to deliver cash in lieu of shares
of Common Stock (which, as it pertains to Officers and Directors of the Company, shall comply with all requirements of the Exchange
Act), the number of shares of Common Stock which shall be issuable upon the exercise of an SAR shall be determined by dividing:


 


(i)          the
number of shares of Common Stock as to which the SAR is exercised multiplied by the amount of the appreciation in such shares (for
this purpose, the “appreciation” shall be the amount by which the Fair Market Value of the shares of Common Stock subject
to the SAR on the exercise date exceeds (1) in the case of an SAR related to an Option, the exercise price of the shares of Common
Stock under the Option or (2) in the case of an SAR granted alone, without reference to a related Option, an amount which shall
be determined by the Administrator at the time of grant, subject to adjustment under Section 12); by


 


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


 


In lieu of issuing shares of Common Stock upon the exercise
of an SAR, the Administrator may elect to pay the holder of the SAR cash equal to the Fair Market Value on the exercise date of
any or all of the shares which would otherwise be issuable. No fractional shares of Common Stock shall be issued upon the exercise
of an SAR; instead, the holder of the SAR shall be entitled to receive a cash adjustment equal to the same fraction of the Fair
Market Value of a share of Common Stock on the exercise date or to purchase the portion necessary to make a whole share at its
Fair Market Value on the date of exercise. The exercise of an SAR related to an Option shall be permitted only to the extent that
the Option is exercisable under Section 10 on the date of surrender. Any Incentive Stock Option surrendered pursuant to the provisions
of this Section 6(l) shall be deemed to have been converted into a Non-Qualified Stock Option immediately prior to such surrender.


 


(m)          Compliance
with Section 409A of the Code. Notwithstanding anything to the contrary set forth herein, any Award that is not exempt from
the requirements of Section 409A of the Code shall contain such provisions so that such Award will comply with the requirements
of Section 409A of the Code. Such restrictions, if any, shall be determined by the Administrator and contained in the Award Agreement
evidencing such Award.


 




    	 



    	 



    

 


7.          Award
Exercise or Purchase Price, Consideration and Taxes.


 


(a)          Exercise
or Purchase Price. The exercise or purchase price, if any, for an Award shall be as follows.


 


(i)          In
the case of an Incentive Stock Option:


 


(1)         granted
to an Employee who, at the time of the grant of such Incentive Stock Option owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the per Share exercise price
shall be not less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant; or


 


(2)         granted
to any Employee other than an Employee described in the preceding paragraph, the per Share exercise price shall be not less than
one hundred percent (100%) of the Fair Market Value per Share on the date of grant.


 


(ii)         In
the case of a Non-Qualified Stock Option, the per Share exercise price shall be not less than one-hundred percent (100%) of the
Fair Market Value per Share on the date of grant.


 


(iii)        In
the case of Awards intended to qualify as Performance-Based Compensation, the exercise or purchase price, if any, shall be not
less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.


 


(iv)         In
the case of other Awards, such price as is determined by the Administrator.


 


(v)          Notwithstanding
the foregoing provisions of this Section 7(a), in the case of an Award issued pursuant to Section 6(d), above, the exercise
or purchase price for the Award shall be determined in accordance with the provisions of the relevant instrument evidencing the
agreement to issue such Award.


 


(b)          Consideration.
Subject to Applicable Laws, the consideration to be paid for the Shares to be issued upon exercise or purchase of an Award, including
the method of payment, shall be determined by the Administrator. In addition to any other types of consideration the Administrator
may determine, the Administrator is authorized to accept as consideration for Shares issued under the Plan the following:


 


(i)          cash;


 


(ii)         check;


 


(iii)        delivery
of Grantee’s promissory note with such recourse, interest, security, and redemption provisions as the Administrator determines
as appropriate (but only to the extent that the acceptance or terms of the promissory note would not violate an Applicable Law);
provided, however, that interest shall compound at least annually and shall be charged at the minimum rate of interest necessary
to avoid (i) the imputation of interest income to the Company and compensation income to the Grantee under any applicable provisions
of the Code, and (B) the classification of the Award as a liability for financial accounting purposes;


 




    	 



    	 



    

 


(iv)         surrender
of Shares or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may require which
have a Fair Market Value on the date of surrender or attestation equal to the aggregate exercise price of the Shares as to which
said Award shall be exercised;


 


(v)          with
respect to Options, if the exercise occurs on or after the Registration Date, payment through a broker-dealer sale and remittance
procedure pursuant to which the Grantee (A) shall provide written instructions to a Company designated brokerage firm to effect
the immediate sale of some or all of the purchased Shares and remit to the Company sufficient funds to cover the aggregate exercise
price payable for the purchased Shares and (B) shall provide written directives to the Company to deliver the certificates (or
other evidence satisfactory to the Company to the extent that the Shares are uncertificated) for the purchased Shares directly
to such brokerage firm in order to complete the sale transaction;


 


(vi)         with
respect to Options, payment through a “net exercise” such that, without the payment of any funds, the Grantee may exercise
the Option and receive the net number of Shares equal to (i) the number of Shares as to which the Option is being exercised,
multiplied by (ii) a fraction, the numerator of which is the Fair Market Value per Share (on such date as is determined by
the Administrator) less the Exercise Price per Share, and the denominator of which is such Fair Market Value per Share;


 


(vii)        past
or future services actually or to be rendered to the Company or a Related Entity; or


 


(viii)      any
combination of the foregoing methods of payment.


 


The Administrator may at any time or from
time to time, by adoption of or by amendment to the standard forms of Award Agreement described in Section 4(c)(iv), or by
other means, grant Awards which do not permit all of the foregoing forms of consideration to be used in payment for the Shares
or which otherwise restrict one or more forms of consideration.


 


8.          Notice
to Company of Disqualifying Disposition. Each Employee who receives an Incentive Stock Option must agree to notify the Company
in writing immediately after the Employee makes a Disqualifying Disposition of any Common Stock acquired pursuant to the exercise
of an Incentive Stock Option.


 


9.          Withholding
of Additional Income Taxes.


 


(a)          Upon
the exercise of a Non-Qualified Stock Option or SAR, the grant of any other Award for less than the Fair Market Value of the Common
Stock, the making of a Disqualifying Disposition, or the vesting of restricted Common Stock acquired on the exercise of an Award
hereunder, the Company, in accordance with Section 3402(a) of the Code and any applicable state statute or regulation, may require
the Grantee to pay to the Company additional withholding taxes in respect of the amount that is considered compensation includable
in such person’s gross income. With respect to (i) the exercise of an Option, (ii) the grant of a bonus of Shares, (iii)
the grant of any other Award for less than its Fair Market Value, (iv) the vesting of restricted Common Stock acquired by exercising
an Award, or (v) the exercise of an SAR, the Committee in its discretion may condition such event on the payment by the Grantee
of any such additional withholding taxes.


 




    	 



    	 



    

 


 


(b)          At
the sole and absolute discretion of the Administrator, the holder of Awards may pay all or any part of the total estimated federal
and state income tax liability arising out of the exercise or receipt of such Awards, the making of a Disqualifying Disposition,
or the vesting of restricted Common Stock acquired on the exercise of an Award hereunder (each of the foregoing, a “Tax
Event”) by tendering already-owned shares of Common Stock or (except in the case of a Disqualifying Disposition)
by directing the Company to withhold shares of Common Stock otherwise to be transferred to the Grantee as a result of the exercise
or receipt thereof in an amount equal to the estimated federal and state income tax liability arising out of such event, provided
that no more Shares may be withheld than are necessary to satisfy the Grantee’s actual minimum withholding obligation with
respect to the exercise of Awards. In such event, the Grantee must, however, notify the Administrator of his or her desire to pay
all or any part of the total estimated federal and state income tax liability arising out of a Tax Event by tendering already-owned
shares of Common Stock or having shares of Common Stock withheld prior to the date that the amount of federal or state income tax
to be withheld is to be determined. For purposes of this Section 9, shares of Common Stock shall be valued at their Fair Market
Value on the date that the amount of the tax withholdings is to be determined.


 


10.         Exercise
of Award.


 


(a)          Procedure
for Exercise; Rights as a Stockholder.


 


(i)          Any
Award granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator under the
terms of the Plan and specified in the Award Agreement.


 


(ii)         An
Award shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the
terms of the Award by the person entitled to exercise the Award and full payment for the Shares with respect to which the Award
is exercised has been made, including, to the extent selected, use of the broker-dealer sale and remittance procedure to pay the
purchase price as provided in Section 7(b)(v).


 


(b)          Exercise
of Award Following Termination of Continuous Service. In the event of termination of a Grantee’s Continuous Service for
any reason other than Disability or death (but not in the event of a Grantee’s change of status from Employee to Consultant
or from Consultant to Employee), such Grantee may, but only during the Post-Termination Exercise Period (but in no event later
than the expiration date of the term of such Award as set forth in the Award Agreement), exercise the portion of the Grantee’s
Award that was vested at the date of such termination or such other portion of the Grantee’s Award as may be determined by
the Administrator. The Grantee’s Award Agreement may provide that upon the termination of the Grantee’s Continuous
Service for Cause, the Grantee’s right to exercise the Award shall terminate concurrently with the termination of Grantee’s
Continuous Service. In the event of a Grantee’s change of status from Employee to Consultant, an Employee’s Incentive
Stock Option shall convert automatically to a Non-Qualified Stock Option on the day three (3) months and one day following such
change of status. To the extent that the Grantee’s Award was unvested at the date of termination, or if the Grantee does
not exercise the vested portion of the Grantee’s Award within the Post-Termination Exercise Period, the Award shall terminate.


 




    	 



    	 



    

 


(c)          Disability
of Grantee. In the event of termination of a Grantee’s Continuous Service as a result of his or her Disability, such
Grantee may, but only within twelve (12) months from the date of such termination (or such longer period as specified in the
Award Agreement but in no event later than the expiration date of the term of such Award as set forth in the Award Agreement),
exercise the portion of the Grantee’s Award that was vested at the date of such termination; provided, however, that if such
Disability is not a “disability” as such term is defined in Section 22(e)(3) of the Code, in the case of an Incentive
Stock Option such Incentive Stock Option shall automatically convert to a Non-Qualified Stock Option on the day three (3) months
and one day following such termination. To the extent that the Grantee’s Award was unvested at the date of termination, or
if Grantee does not exercise the vested portion of the Grantee’s Award within the time specified herein, the Award shall
terminate.


 


(d)          Death
of Grantee. In the event of a termination of the Grantee’s Continuous Service as a result of his or her death, or in
the event of the death of the Grantee during the Post-Termination Exercise Period or during the twelve (12) month period following
the Grantee’s termination of Continuous Service as a result of his or her Disability, the Grantee’s estate or a person
who acquired the right to exercise the Award by bequest or inheritance may exercise the portion of the Grantee’s Award that
was vested as of the date of termination, within twelve (12) months from the date of death (or such longer period as specified
in the Award Agreement but in no event later than the expiration of the term of such Award as set forth in the Award Agreement).
To the extent that, at the time of death, the Grantee’s Award was unvested, or if the Grantee’s estate or a person
who acquired the right to exercise the Award by bequest or inheritance does not exercise the vested portion of the Grantee’s
Award within the time specified herein, the Award shall terminate.


 


(e)          Extension
if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of an Award within the applicable time periods
set forth in this Section 8 is prevented by the provisions of Section 9 below, the Award shall remain exercisable until
one (1) month after the date the Grantee is notified by the Company that the Award is exercisable, but in any event no later than
the expiration of the term of such Award as set forth in the Award Agreement.


 


11.         Conditions
Upon Issuance of Shares.


 


(a)          If
at any time the Administrator determines that the delivery of Shares pursuant to the exercise, vesting or any other provision of
an Award is or may be unlawful under Applicable Laws, the vesting or right to exercise an Award or to otherwise receive Shares
pursuant to the terms of an Award shall be suspended until the Administrator determines that such delivery is lawful and shall
be further subject to the approval of counsel for the Company with respect to such compliance. The Company shall have no obligation
to effect any registration or qualification of the Shares under federal or state laws.


 




    	 



    	 



    

 


(b)          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 by any Applicable Laws.


 


12.         Adjustments.
Subject to any required action by the stockholders of the Company, the number of Shares covered by each outstanding Award, and
the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or
which have been returned to the Plan, the exercise or purchase price of each such outstanding Award, as well as any other terms
that the Administrator determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in
the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification
of the Shares, or similar transaction affecting the Shares, (ii) any other increase or decrease in the number of issued Shares
effected without receipt of consideration by the Company, or (iii) any other transaction with respect to the Company’s
Common Stock including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or
other distribution of stock or property), reorganization, liquidation (whether partial or complete) or any similar transaction;
provided, however that conversion of any convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration.” Such adjustment shall be made by the Administrator and its determination shall be final,
binding and conclusive. Except as the Administrator determines, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no adjustment by reason hereof shall be made with respect
to, the number or price of Shares subject to an Award. No adjustments shall be made for dividends paid in cash or in property other
than Common Stock of the Company, nor shall cash dividends or dividend equivalents accrue or be paid in respect of unexercised
Options or unvested Awards hereunder.


 


13.         Corporate
Transactions.


 


(a)          Termination
of Award to Extent Not Assumed in Corporate Transaction. Effective upon the consummation of a Corporate Transaction, all outstanding
Awards under the Plan shall terminate. However, all such Awards shall not terminate to the extent they are Assumed in connection
with the Corporate Transaction.


 


(b)          Acceleration
of Award Upon Corporate Transaction. The Administrator shall have the authority, exercisable either in advance of any actual
or anticipated Corporate Transaction or at the time of an actual Corporate Transaction and exercisable at the time of the grant
of an Award under the Plan or any time while an Award remains outstanding, to provide for the full or partial automatic vesting
and exercisability of one or more outstanding unvested Awards under the Plan and the release from restrictions on transfer and
repurchase or forfeiture rights of such Awards in connection with a Corporate Transaction on such terms and conditions as the Administrator
may specify. The Administrator also shall have the authority to condition any such Award vesting and exercisability or release
from such limitations upon the subsequent termination of the Continuous Service of the Grantee within a specified period following
the effective date of the Corporate Transaction. The Administrator may provide that any Awards so vested or released from such
limitations in connection with a Corporate Transaction shall remain fully exercisable until the expiration or sooner termination
of the Award.


 




    	 



    	 



    

 


(c)          Effect
of Acceleration on Incentive Stock Options. Any Incentive Stock Option accelerated under this Section 13 in connection
with a Corporate Transaction shall remain exercisable as an Incentive Stock Option under the Code only to the extent the $100,000
dollar limitation of Section 422(d) of the Code is not exceeded.


 


14.         Effective
Date and Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval
by the stockholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated. Subject
to Section 19 below, and Applicable Laws, Awards may be granted under the Plan upon its becoming effective.


 


15.         Amendment,
Suspension or Termination of the Plan.


 


(a)          The
Board may at any time amend, suspend or terminate the Plan in any respect, except that it may not, without the approval of the
stockholders obtained within twelve (12) months before or after the Board adopts a resolution authorizing any of the following
actions, do any of the following:


 


(i)          increase
the total number of shares that may be issued under the Plan (except by adjustment pursuant to Section 12);


 


(ii)         modify
the provisions of Section 6 regarding eligibility for grants of ISOs may not be modified;


 


(iii)        the
provisions of Section 7(a) regarding the exercise price at which shares may be offered pursuant to Options may not be modified
(except by adjustment pursuant to Section 12);


 


(iv)         extend
the expiration date of the Plan; and


 


(v)          except
as provided in Section 12 (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the Company may not amend an Award
granted under the Plan to reduce its exercise price per share, cancel and regrant new Awards with lower prices per share than the
original prices per share of the cancelled Awards, or cancel any Awards in exchange for cash or the grant of replacement Awards
with an exercise price that is less than the exercise price of the original Awards, essentially having the effect of a repricing,
without approval by the Company’s stockholders.


 


(b)          No
Award may be granted during any suspension of the Plan or after termination of the Plan.


 


(c)          No
suspension or termination of the Plan (including termination of the Plan under Section 14, above) shall adversely affect any
rights under Awards already granted to a Grantee without his or her consent.


 




    	 



    	 



    

 


16.         Reservation
of Shares.


 


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


 


(b)          The
inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s
counsel to be necessary to the lawful issuance and sale of any Shares hereunder, 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.


 


17.         No
Effect on Terms of Employment/Consulting Relationship. The Plan shall not confer upon any Grantee any right with respect to
the Grantee’s Continuous Service, nor shall it interfere in any way with his or her right or the right of the Company or
a Related Entity to terminate the Grantee’s Continuous Service at any time, with or without Cause, and with or without notice.
The ability of the Company or any Related Entity to terminate the employment of a Grantee who is employed at will is in no way
affected by its determination that the Grantee’s Continuous Service has been terminated for Cause for the purposes of this
Plan.


 


18.         No
Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other benefit plan of the
Company or a Related Entity, Awards shall not be deemed compensation for purposes of computing benefits or contributions under
any retirement plan of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan of any kind
or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of compensation.
The Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security Act
of 1974, as amended.


 


19.         Stockholder
Approval. Continuance of the Plan shall be subject to approval by the stockholders of the Company within twelve (12) months
before or after the date the Plan is adopted by the Board. Such stockholder approval shall be obtained in the degree and manner
required under Applicable Laws. Any Award exercised before stockholder approval is obtained shall be rescinded if stockholder approval
is not obtained within the time prescribed, and Shares issued on the exercise of any such Award shall not be counted in determining
whether stockholder approval is obtained.


 


20.         Information
to Grantees. The Company shall provide to each Grantee, during the period for which such Grantee has one or more Awards outstanding,
such information as required by Rule 701(e) promulgated under the Securities Act of 1933, as amended.


 


21.         Effect
of Section 162(m) of the Code. To the extent that the Administrator determines as of the date of grant of an Award that
(i) the Award is intended to qualify as Performance-Based Compensation and (ii) the Award is not exempt from the application
of Section 162(m) of the Code, such Award shall not be effective until any stockholder approval required under Section 162(m)
of the Code has been obtained.


 




    	 



    	 



    

 


22.         Electronic
Delivery. The Administrator may, in its sole discretion, decide to deliver any documents related to any Stock Rights granted
under the Plan through an online or electronic system established and maintained by the Company or another third party designated
by the Company or to request a Grantee’s consent to participate in the Plan by electronic means. Each Grantee hereunder consents
to receive such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established
and maintained by the Company or another third party designated by the Company, and such consent shall remain in effect throughout
Grantee’s term of employment or service with the Company and any Related Entity and thereafter until withdrawn in writing
by Grantee.


 


23.         Data
Privacy. The Administrator may, in its sole discretion, decide to collect, use and transfer, in electronic or other form, personal
data as described in this Plan or any Award for the exclusive purpose of implementing, administering and managing participation
in the Plan. Each Grantee hereunder acknowledges that the Company holds certain personal information about Grantee, including,
but not limited to, name, home address and telephone number, date of birth, social security number or other identification number,
salary, nationality, job title, details of all Awards awarded, cancelled, exercised, vested or unvested, for the purpose of implementing,
administering and managing the Plan (the “Data”). Each Grantee hereunder further acknowledges that Data
may be transferred to any third parties assisting in the implementation, administration and management of the Plan and that these
third parties may be located in jurisdictions that may have different data privacy laws and protections, and Grantee authorizes
such third parties to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing,
administering and managing the Plan, including any requisite transfer of such Data as may be required to a broker or other third
party with whom the recipient or the Company may elect to deposit any shares of Common Stock acquired upon any Award.


 


24.         Compliance
with Section 409A. To the extent that the Administrator determines that any Award granted hereunder is subject to Section 409A
of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary to avoid the consequences
specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance
with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including
without limitation any such regulations or other guidance that may be issued or amended after the effective date of the Plan. Notwithstanding
any provision of the Plan to the contrary, in the event that following the effective date of the Plan the Administrator determines
that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department
of Treasury guidance as may be issued after the effective date of the Plan), the Administrator may adopt such amendments to the
Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with
retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (1) exempt the
Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award,
or (2) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.


 




    	 



    	 



    

 


25.         Unfunded
Obligation. Grantees shall have the status of general unsecured creditors of the Company. Any amounts payable to Grantees pursuant
to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee
Retirement Income Security Act of 1974, as amended. Neither the Company nor any Related Entity shall be required to segregate any
monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The
Company shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make
to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Grantee account
shall not create or constitute a trust or fiduciary relationship between the Administrator, the Company or any Related Entity and
a Grantee, or otherwise create any vested or beneficial interest in any Grantee or the Grantee’s creditors in any assets
of the Company or a Related Entity. The Grantees shall have no claim against the Company or any Related Entity for any changes
in the value of any assets that may be invested or reinvested by the Company with respect to the Plan.


 


26.         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.