Exhibit 10.24


 


APPENDIX
A


 


DOCUMENT
SECURITY SYSTEMS, INC.


2020
EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN


 


1.
DEFINITIONS.


 


Unless
otherwise specified or unless the context otherwise requires, the following terms, as used in this Document Security Systems,
Inc. 2020 Employee, Director and Consultant Equity Incentive Plan, have the following meanings:


 


Administrator
means the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in which case the Administrator
means the Committee.


 


Affiliate
means a corporation which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect.


 


Agreement
means an agreement between the Company and a Participant delivered pursuant to the Plan and pertaining to a Stock Right, in
such form as the Administrator shall approve.


 


Board
of Directors means the Board of Directors of the Company.


 


Cause
means, with respect to a Participant (a) dishonesty with respect to the Company or any Affiliate, (b) insubordination, substantial
malfeasance or non-feasance of duty, (c) unauthorized disclosure of confidential information, (d) breach by a Participant of any
provision of any employment, consulting, advisory, nondisclosure, non-competition or similar agreement between the Participant
and the Company or any Affiliate, and (e) conduct substantially prejudicial to the business of the Company or any Affiliate; provided,
however, that any provision in an agreement between a Participant and the Company or an Affiliate, which contains a conflicting
definition of Cause for termination and which is in effect at the time of such termination, shall supersede this definition with
respect to that Participant. The determination of the Administrator as to the existence of Cause will be conclusive on the Participant
and the Company.


 


Code
means the United States Internal Revenue Code of 1986, as amended including any successor statute, regulation and guidance
thereto.


 


Committee
means the committee of the Board of Directors to which the Board of Directors has delegated power to act under or pursuant
to the provisions of the Plan.


 


Common
Stock means shares of the Company’s common stock, $0.02 par value per share.


 


Company
means Document Security Systems, Inc., a New York corporation.


 


Consultant
means any natural person who is an advisor or consultant that provides bona fide services to the Company or its Affiliates,
provided that such services are not in connection with the offer or sale of securities in a capital raising transaction, and do
not directly or indirectly promote or maintain a market for the Company’s or its Affiliates’ securities.


 


Disability
or Disabled means permanent and total disability as defined in Section 22(e)(3) of the Code.


 


Employee
means any employee of the Company or of an Affiliate (including, without limitation, an employee who is also serving as an
officer or director of the Company or of an Affiliate), designated by the Administrator to be eligible to be granted one or more
Stock Rights under the Plan.


 


Exchange
Act means the Securities Exchange Act of 1934, as amended.


 


Fair
Market Value of a Share of Common Stock means:


 


(1)
If the Common Stock is listed on a national securities exchange or traded in the over-the-counter market and sales prices are
regularly reported for the Common Stock, the closing or, if not applicable, the last price of the Common Stock on the composite
tape or other comparable reporting system for the trading day on the applicable date and if such applicable date is not a trading
day, the last market trading day prior to such date;


 


(2)
If the Common Stock is not traded on a national securities exchange but is traded on the over-the-counter market, if sales prices
are not regularly reported for the Common Stock for the trading day referred to in clause (1), and if bid and asked prices for
the Common Stock are regularly reported, the mean between the bid and the asked price for the Common Stock at the close of trading
in the over-the-counter market for the trading day on which Common Stock was traded on the applicable date and if such applicable
date is not a trading day, the last market trading day prior to such date; and


 


(3)
If the Common Stock is neither listed on a national securities exchange nor traded in the over-the-counter market, such value
as the Administrator, in good faith, shall determine.


 


ISO
means an option intended to qualify as an incentive stock option under Section 422 of the Code.


 


Non-Qualified
Option means an option which is not intended to qualify as an ISO.


 


Option
means an ISO or Non-Qualified Option granted under the Plan.


 




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Participant
means an Employee, officer, director, Consultant or advisor of the Company or an Affiliate to whom one or more Stock Rights
are granted under the Plan. As used herein, “Participant” shall include “Participant’s Survivors”
where the context requires.


 


Plan
means this Document Security Systems, Inc. 2019 Employee, Director and Consultant Equity Incentive Plan.


 


Securities
Act means the Securities Act of 1933, as amended.


 


Shares
means shares of the Common Stock as to which Stock Rights have been or may be granted under the Plan or any shares of capital
stock into which the Shares are changed or for which they are exchanged within the provisions of Paragraph 3 of the Plan. The
Shares issued under the Plan may be authorized and unissued shares or shares held by the Company in its treasury, or both.


 


Stock-Based
Award means a grant by the Company under the Plan of an equity award or an equity based award which is not an Option or a
Stock Grant.


 


Stock
Grant means a grant by the Company of Shares under the Plan.


 


Stock
Right means a right to Shares or the value of Shares of the Company granted pursuant to the Plan — an ISO, a Non-Qualified
Option, a Stock Grant or a Stock-Based Award.


 


Survivor
means a deceased Participant’s legal representatives and/or any person or persons who acquired the Participant’s
rights to a Stock Right by will or by the laws of descent and distribution.


 


2.
PURPOSES OF THE PLAN.


 


The
Plan is intended to encourage ownership of Shares by Employees and directors of and certain Consultants to the Company and its
Affiliates in order to attract and retain such people, to induce them to work for the benefit of the Company or of an Affiliate
and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the
granting of ISOs, Non-Qualified Options, Stock Grants and Stock-Based Awards.


 


3.
SHARES SUBJECT TO THE PLAN.


 


(a)
The number of Shares which may be issued from time to time pursuant to this Plan shall be twenty percent (20%) of the total issued
and outstanding shares of Common Stock as of December 31, 2019, or the equivalent of such number of Shares after the Administrator,
in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar
transaction in accordance with Paragraph 24 of the Plan.


 


In
addition, on the first day of each calendar year, for a period of not more than ten (10) years, commencing January 1, 2021, or
the first business day of the calendar year if the first day of the calendar year falls on a Saturday or Sunday, the Shares available
under this Plan will automatically increase in an amount equal to the lesser of (i) five percent (5%) of the total number of shares
of Common Stock outstanding as of December 31 of the preceding fiscal year or (ii) such number of shares of Common Stock as determined
by the Board of Directors.


 


(b)
If an Option ceases to be “outstanding”, in whole or in part (other than by exercise), or if the Company shall reacquire
(at not more than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock
Right expires or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired
Shares which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan. Notwithstanding
the foregoing, if a Stock Right is exercised, in whole or in part, by tender of Shares or if the Company’s or an Affiliate’s
tax withholding obligation is satisfied by withholding Shares, the number of Shares deemed to have been issued under the Plan
for purposes of the limitation set forth in Paragraph 3(a) above shall be the number of Shares that were subject to the Stock
Right or portion thereof, and not the net number of Shares actually issued. However, in the case of ISOs, the foregoing provisions
shall be subject to any limitations under the Code.


 




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4.
ADMINISTRATION OF THE PLAN.


 


The
Administrator of the Plan will be the Board of Directors, except to the extent the Board of Directors delegates its authority
to the Committee, in which case the Committee shall be the Administrator. Subject to the provisions of the Plan, the Administrator
is authorized to:


 


(a)
Interpret the provisions of the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or
advisable for the administration of the Plan;


 


(b)
Determine which Employees, directors and Consultants shall be granted Stock Rights;


 


(c)
Determine the number of Shares for which a Stock Right or Stock Rights shall be granted, provided, however, that in no event shall
Stock Rights with respect to more than 20% of the total Shares available under this Plan in any fiscal year be granted to any
Participant in such fiscal year;


 


(d)
Specify the terms and conditions upon which a Stock Right or Stock Rights may be granted;


 


(e)
Amend any term or condition of any outstanding Stock Right, including, without limitation, to accelerate the vesting schedule
or extend the expiration date, provided that (i) such term or condition as amended is permitted by the Plan; (ii) any such amendment
shall not impair the rights of a Participant under any Stock Right previously granted without such Participant’s consent
or in the event of death of the Participant the Participant’s Survivors; and (iii) any such amendment shall be made only
after the Administrator determines whether such amendment would cause any adverse tax consequences to the Participant, including,
but not limited to, the annual vesting limitation contained in Section 422(d) of the Code and described in Paragraph 6(b)(iv)
below with respect to ISOs and pursuant to Section 409A of the Code; and


 


(f)
Adopt any appendices applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply
with or take advantage of any tax or other laws applicable to the Company, any Affiliate or to Participants or to otherwise facilitate
the administration of the Plan, which appendices may include additional restrictions or conditions applicable to Stock Rights
or Shares issuable pursuant to a Stock Right; provided, however, that all such interpretations, rules, determinations, terms and
conditions shall be made and prescribed in the context of not causing any adverse tax consequences under Section 409A of the Code
and preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs. Subject to the foregoing,
the interpretation and construction by the Administrator of any provisions of the Plan or of any Stock Right granted under it
shall be final, unless otherwise determined by the Board of Directors, if the Administrator is the Committee. In addition, if
the Administrator is the Committee, the Board of Directors may take any action under the Plan that would otherwise be the responsibility
of the Committee.


 


To
the extent permitted under applicable law, the Board of Directors or the Committee may allocate all or any portion of its responsibilities
and powers to any one or more of its members and may delegate all or any portion of its responsibilities and powers to any other
person selected by it. The Board of Directors or the Committee may revoke any such allocation or delegation at any time. Notwithstanding
the foregoing, only the Board of Directors or the Committee shall be authorized to grant a Stock Right to any director of the
Company or to any “officer” of the Company as defined by Rule 16a-1 under the Exchange Act.


 


5.
ELIGIBILITY FOR PARTICIPATION.


 


The
Administrator will, in its sole discretion, name the Participants in the Plan; provided, however, that each Participant must be
an Employee, director or Consultant of the Company or of an Affiliate at the time a Stock Right is granted. Notwithstanding the
foregoing, the Administrator may authorize the grant of a Stock Right to a person not then an Employee, director or Consultant
of the Company or of an Affiliate; provided, however, that the actual grant of such Stock Right shall be conditioned upon such
person becoming eligible to become a Participant at or prior to the time of the execution of the Agreement evidencing such Stock
Right. ISOs may be granted only to Employees who are deemed to be residents of the United States for tax purposes. Non-Qualified
Options, Stock Grants and Stock-Based Awards may be granted to any Employee, director or Consultant of the Company or an Affiliate.
The granting of any Stock Right to any individual shall neither entitle that individual to, nor disqualify him or her from, participation
in any other grant of Stock Rights or any grant under any other benefit plan established by the Company or any Affiliate for Employees,
directors or Consultants.


 




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6.
TERMS AND CONDITIONS OF OPTIONS.


 


Each
Option shall be set forth in writing in an Option Agreement, duly executed by the Company and, to the extent required by law or
requested by the Company, by the Participant. The Administrator may provide that Options be granted subject to such terms and
conditions, consistent with the terms and conditions specifically required under this Plan, as the Administrator may deem appropriate
including, without limitation, subsequent approval by the shareholders of the Company of this Plan or any amendments thereto.
The Option Agreements shall be subject to at least the following terms and conditions:


 


(a)
Non-Qualified Options: Each Option intended to be a Non-Qualified Option shall be subject to the terms and conditions which
the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards
for any such Non-Qualified Option:


 


(i)
Exercise Price: Each Option Agreement shall state the exercise price (per share) of the Shares covered by each Option,
which exercise price shall be determined by the Administrator and shall be at least equal to the Fair Market Value per share of
Common Stock on the date of grant of the Option provided, that if the exercise price is less than Fair Market Value, the terms
of such Option must comply with the requirements of Section 409A of the Code unless granted to a Consultant to whom Section 409A
of the Code does not apply.


 


(ii)
Number of Shares: Each Option Agreement shall state the number of Shares to which it pertains.


 


(iii)
Option Periods: Each Option Agreement shall state the date or dates on which it first is exercisable and the date after
which it may no longer be exercised, and may provide that the Option rights accrue or become exercisable in installments over
a period of months or years, or upon the occurrence of certain conditions or the attainment of stated goals or events.


 


(iv)
Option Conditions: Exercise of any Option may be conditioned upon the Participant’s execution of a Share purchase
agreement in form satisfactory to the Administrator providing for certain protections for the Company and its other shareholders,
including requirements that:


 


A.
The Participant’s or the Participant’s Survivors’ right to sell or transfer the Shares may be restricted; and


 


B.
The Participant or the Participant’s Survivors may be required to execute letters of investment intent and must also acknowledge
that the Shares will bear legends noting any applicable restrictions.


 


(v)
Term of Option: Each Option shall terminate not more than ten years from the date of the grant or at such earlier time
as the Option Agreement may provide.


 


(b)
ISOs: Each Option intended to be an ISO shall be issued only to an Employee who is deemed to be a resident of the United
States for tax purposes, and shall be subject to the following terms and conditions, with such additional restrictions or changes
as the Administrator determines are appropriate but not in conflict with Section 422 of the Code and relevant regulations and
rulings of the Internal Revenue Service:


 


(i)
Minimum standards: The ISO shall meet the minimum standards required of Non-Qualified Options, as described in Paragraph
6(a) above, except clause (i) and (v) thereunder.


 




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(ii)
Exercise Price: Immediately before the ISO is granted, if the Participant owns, directly or by reason of the applicable
attribution rules in Section 424(d) of the Code:


 


A.
10% or less of the total combined voting power of all classes of stock of the Company or an Affiliate, the exercise price
per share of the Shares covered by each ISO shall not be less than 100% of the Fair Market Value per share of the Common Stock
on the date of grant of the Option; or


 


B.
More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, the exercise price per
share of the Shares covered by each ISO shall not be less than 110% of the Fair Market Value per share of the Common Stock on
the date of grant of the Option.


 


(iii)
Term of Option: For Participants who own:


 


A.
10% or less of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate
not more than ten years from the date of the grant or at such earlier time as the Option Agreement may provide; or


 


B.
More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate
not more than five years from the date of the grant or at such earlier time as the Option Agreement may provide.


 


(iv)
Limitation on Yearly Exercise: The Option Agreements shall restrict the amount of ISOs which may become exercisable in
any calendar year (under this or any other ISO plan of the Company or an Affiliate) so that the aggregate Fair Market Value (determined
on the date each ISO is granted) of the stock with respect to which ISOs are exercisable for the first time by the Participant
in any calendar year does not exceed $100,000.


 


7.
TERMS AND CONDITIONS OF STOCK GRANTS.


 


Each
Stock Grant to a Participant shall state the principal terms in an Agreement duly executed by the Company and, to the extent required
by law or requested by the Company, by the Participant. The Agreement shall be in a form approved by the Administrator and shall
contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject
to the following minimum standards:


 


(a)
Each Agreement shall state the purchase price per share, if any, of the Shares covered by each Stock Grant, which purchase price
shall be determined by the Administrator but shall not be less than the minimum consideration required by the Delaware General
Corporation Law, if any, on the date of the grant of the Stock Grant;


 


(b)
Each Agreement shall state the number of Shares to which the Stock Grant pertains; and


 


(c)
Each Agreement shall include the terms of any right of the Company to restrict or reacquire the Shares subject to the Stock Grant,
including the time and events upon which such rights shall accrue and the purchase price therefor, if any.


 


8.
TERMS AND CONDITIONS OF OTHER STOCK-BASED AWARDS.


 


The
Administrator shall have the right to grant other Stock-Based Awards based upon the Common Stock having such terms and conditions
as the Administrator may determine, including, without limitation, the grant of Shares based upon certain conditions, the grant
of securities convertible into Shares and the grant of stock appreciation rights, phantom stock awards or stock units. The principal
terms of each Stock-Based Award shall be set forth in an Agreement, duly executed by the Company and, to the extent required by
law or requested by the Company, by the Participant. The Agreement shall be in a form approved by the Administrator and shall
contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company.


 




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The
Company intends that the Plan and any Stock-Based Awards granted hereunder be exempt from the application of Section 409A of the
Code or meet the requirements of paragraphs (2), (3) and (4) of subsection (a) of Section 409A of the Code, to the extent applicable,
and be operated in accordance with Section 409A so that any compensation deferred under any Stock-Based Award (and applicable
investment earnings) shall not be included in income under Section 409A of the Code. Any ambiguities in the Plan shall be construed
to affect the intent as described in this Paragraph 8.


 


9.
EXERCISE OF OPTIONS AND ISSUE OF SHARES.


 


An
Option (or any part or installment thereof) shall be exercised by giving written notice to the Company or its designee (in a form
acceptable to the Administrator, which may include electronic notice), together with provision for payment of the aggregate exercise
price in accordance with this Paragraph for the Shares as to which the Option is being exercised, and upon compliance with any
other condition(s) set forth in the Option Agreement. Such notice shall be signed by the person exercising the Option (which signature
may be provided electronically in a form acceptable to the Administrator), shall state the number of Shares with respect to which
the Option is being exercised and shall contain any representation required by the Plan or the Option Agreement. Payment of the
exercise price for the Shares as to which such Option is being exercised shall be made (a) in United States dollars in cash or
by check, or (b) at the discretion of the Administrator, through delivery of shares of Common Stock held for at least six months
(if required to avoid negative accounting treatment) having a Fair Market Value equal as of the date of the exercise to the aggregate
cash exercise price for the number of Shares as to which the Option is being exercised, or (c) at the discretion of the Administrator,
by having the Company retain from the Shares otherwise issuable upon exercise of the Option, a number of Shares having a Fair
Market Value equal as of the date of exercise to the aggregate exercise price for the number of Shares as to which the Option
is being exercised, or (d) at the discretion of the Administrator, in accordance with a cashless exercise program established
with a securities brokerage firm, and approved by the Administrator, or (e) at the discretion of the Administrator, by any combination
of (a), (b), (c), and (d) above or (f) at the discretion of the Administrator, by payment of such other lawful consideration as
the Administrator may determine. Notwithstanding the foregoing, the Administrator shall accept only such payment on exercise of
an ISO as is permitted by Section 422 of the Code.


 


The
Company shall then reasonably promptly deliver the Shares as to which such Option was exercised to the Participant (or to the
Participant’s Survivors, as the case may be). In determining what constitutes “reasonably promptly,” it is expressly
understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation
(including, without limitation, state securities or “blue sky” laws) which requires the Company to take any action
with respect to the Shares prior to their issuance. The Shares shall, upon delivery, be fully paid, non-assessable Shares.


 


10. PAYMENT
IN CONNECTION WITH THE ISSUANCE OF STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES.


 


Any
Stock Grant or Stock-Based Award requiring payment of a purchase price for the Shares as to which such Stock Grant or Stock-Based
Award is being granted shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator,
through delivery of shares of Common Stock held for at least six months (if required to avoid negative accounting treatment) and
having a Fair Market Value equal as of the date of payment to the purchase price of the Stock Grant or Stock-Based Award, or (c)
at the discretion of the Administrator, by any combination of (a) and (b) above; or (d) at the discretion of the Administrator,
by payment of such other lawful consideration as the Administrator may determine.


 


The
Company shall when required by the applicable Agreement, reasonably promptly deliver the Shares as to which such Stock Grant or
Stock-Based Award was made to the Participant (or to the Participant’s Survivors, as the case may be), subject to any escrow
provision set forth in the applicable Agreement. In determining what constitutes “reasonably promptly,” it is expressly
understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation
(including, without limitation, state securities or “blue sky” laws) which requires the Company to take any action
with respect to the Shares prior to their issuance.


 




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11.
RIGHTS AS A SHAREHOLDER.


 


No
Participant to whom a Stock Right has been granted shall have rights as a shareholder with respect to any Shares covered by such
Stock Right except after due exercise of an Option or issuance of Shares as set forth in any Agreement, tender of the aggregate
exercise or purchase price, if any, for the Shares being purchased and registration of the Shares in the Company’s share
register in the name of the Participant.


 


12.
ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS.


 


By
its terms, a Stock Right granted to a Participant shall not be transferable by the Participant other than (i) by will or by the
laws of descent and distribution, or (ii) as approved by the Administrator in its discretion and set forth in the applicable Agreement
provided that no Stock Right may be transferred by a Participant for value. Notwithstanding the foregoing, an ISO transferred
except in compliance with clause (i) above shall no longer qualify as an ISO. The designation of a beneficiary of a Stock Right
by a Participant, with the prior approval of the Administrator and in such form as the Administrator shall prescribe, shall not
be deemed a transfer prohibited by this Paragraph. Except as provided above during the Participant’s lifetime a Stock Right
shall only be exercisable by or issued to such Participant (or his or her legal representative) and shall not be assigned, pledged
or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar
process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of any Stock Right or of any rights granted
thereunder contrary to the provisions of this Plan, or the levy of any attachment or similar process upon a Stock Right, shall
be null and void.


 


13.
EFFECT ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE OR DEATH OR DISABILITY.


 


Except
as otherwise provided in a Participant’s Option Agreement, in the event of a termination of service (whether as an Employee,
director or Consultant) with the Company or an Affiliate before the Participant has exercised an Option, the following rules apply:


 


(a)
A Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate (for any reason other than
termination for Cause, Disability, or death for which events there are special rules in Paragraphs 14, 15, and 16, respectively),
may exercise any Option granted to him or her to the extent that the Option is exercisable on the date of such termination of
service, but only within such term as the Administrator has designated in a Participant’s Option Agreement.


 


(b)
Except as provided in Subparagraph (c) below, or Paragraph 15 or 16, in no event may an Option intended to be an ISO, be exercised
later than three months after the Participant’s termination of employment.


 


(c)
The provisions of this Paragraph, and not the provisions of Paragraph 15 or 16, shall apply to a Participant who subsequently
becomes Disabled or dies after the termination of employment, director status or consultancy; provided, however, in the case of
a Participant’s Disability or death within three months after the termination of employment, director status or consultancy,
the Participant or the Participant’s Survivors may exercise the Option within one year after the date of the Participant’s
termination of service, but in no event after the date of expiration of the term of the Option.


 


(d)
Notwithstanding anything herein to the contrary, if subsequent to a Participant’s termination of employment, termination
of director status or termination of consultancy, but prior to the exercise of an Option, the Administrator determines that, either
prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then
such Participant shall forthwith cease to have any right to exercise any Option.


 


(e)
A Participant to whom an Option has been granted under the Plan who is absent from the Company or an Affiliate because of temporary
disability (any disability other than a Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose,
shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant’s
employment, director status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly
provide; provided, however, that, for ISOs, any leave of absence granted by the Administrator of greater than ninety days, unless
pursuant to a contract or statute that guarantees the right to reemployment, shall cause such ISO to become a Non-Qualified Option
on the 181st day following such leave of absence.


 




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(f)
Except as required by law or as set forth in a Participant’s Option Agreement, Options granted under the Plan shall not
be affected by any change of a Participant’s status within or among the Company and any Affiliates, so long as the Participant
continues to be an Employee, director or Consultant of the Company or any Affiliate.


 


14.
EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR CAUSE.


 


Except
as otherwise provided in a Participant’s Option Agreement, the following rules apply if the Participant’s service
(whether as an Employee, director or Consultant) with the Company or an Affiliate is terminated for Cause prior to the time that
all his or her outstanding Options have been exercised:


 


(a)
All outstanding and unexercised Options as of the time the Participant is notified his or her service is terminated for Cause
will immediately be forfeited.


 


(b)
Cause is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary
that the Administrator’s finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s
termination of service but prior to the exercise of an Option, that either prior or subsequent to the Participant’s termination
the Participant engaged in conduct which would constitute Cause, then the right to exercise any Option is forfeited.


 


15.
EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.


 


Except
as otherwise provided in a Participant’s Option Agreement:


 


(a)
A Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate by reason of Disability may
exercise any Option granted to such Participant:


 


(i)
To the extent that the Option has become exercisable but has not been exercised on the date of the Participant’s termination
of service due to Disability; and


 


(ii)
In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s
termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had
the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period
prior to the date of the Participant’s termination of service due to Disability.


 


(b)
A Disabled Participant may exercise the Option only within the period ending one year after the date of the Participant’s
termination of service due to Disability, notwithstanding that the Participant might have been able to exercise the Option as
to some or all of the Shares on a later date if the Participant had not been terminated due to Disability and had continued to
be an Employee, director or Consultant or, if earlier, within the originally prescribed term of the Option.


 


(c)
The Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless
a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such
procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved
by the Administrator, the cost of which examination shall be paid for by the Company.


 




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16.
EFFECT ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.


 


Except
as otherwise provided in a Participant’s Option Agreement:


 


(a)
In the event of the death of a Participant while the Participant is an Employee, director or Consultant of the Company or of an
Affiliate, such Option may be exercised by the Participant’s Survivors:


 


(i)
To the extent that the Option has become exercisable but has not been exercised on the date of death; and


 


(ii)
In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death
of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration
shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.


 


(b)
If the Participant’s Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option within
one year after the date of death of such Participant, notwithstanding that the decedent might have been able to exercise the Option
as to some or all of the Shares on a later date if he or she had not died and had continued to be an Employee, director or Consultant
or, if earlier, within the originally prescribed term of the Option.


 


17.
EFFECT OF TERMINATION OF SERVICE ON STOCK GRANTS AND STOCK-BASED AWARDS.


 


In
the event of a termination of service (whether as an Employee, director or Consultant) with the Company or an Affiliate for any
reason before the Participant has accepted a Stock Grant or a Stock-Based Award and paid the purchase price, if required, such
grant shall terminate.


 


For
purposes of this Paragraph 17 and Paragraph 18 below, a Participant to whom a Stock Grant has been issued under the Plan who is
absent from work with the Company or with an Affiliate because of temporary disability (any disability other than a Disability
as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence,
be deemed, by virtue of such absence alone, to have terminated such Participant’s employment, director status or consultancy
with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide.


 


In
addition, for purposes of this Paragraph 17 and Paragraph 18 below, any change of employment or other service within or among
the Company and any Affiliates shall not be treated as a termination of employment, director status or consultancy so long as
the Participant continues to be an Employee, director or Consultant of the Company or any Affiliate.


 


18. EFFECT
ON STOCK GRANTS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE OR DEATH OR DISABILITY.


 


Except
as otherwise provided in a Participant’s Stock Grant Agreement, in the event of a termination of service (whether as an
Employee, director or Consultant), other than termination for Cause, Disability, or death for which events there are special rules
in Paragraphs 19, 20, and 21, respectively, before all forfeiture provisions or Company rights of repurchase shall have lapsed,
then the Company shall have the right to cancel or repurchase that number of Shares subject to a Stock Grant as to which the Company’s
forfeiture or repurchase rights have not lapsed.


 


19.
EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE FOR CAUSE.


 


Except
as otherwise provided in a Participant’s Stock Grant Agreement, the following rules apply if the Participant’s service
(whether as an Employee, director or Consultant) with the Company or an Affiliate is terminated for Cause:


 


(a)
All Shares subject to any Stock Grant whether or not then subject to forfeiture or repurchase shall be immediately subject to
repurchase by the Company at par value.


 


(b)
Cause is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary
that the Administrator’s finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s
termination of service, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct
which would constitute Cause, then all Shares subject to any Stock Grant that remained subject to forfeiture provisions or as
to which the Company had a repurchase right on the date of termination shall be immediately forfeited to the Company.


 




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20.
EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE FOR DISABILITY.


 


Except
as otherwise provided in a Participant’s Stock Grant Agreement, the following rules apply if a Participant ceases to be
an Employee, director or Consultant of the Company or of an Affiliate by reason of Disability: to the extent the forfeiture provisions
or the Company’s rights of repurchase have not lapsed on the date of Disability, they shall be exercisable; provided, however,
that in the event such forfeiture provisions or rights of repurchase lapse periodically, such provisions or rights shall lapse
to the extent of a pro rata portion of the Shares subject to such Stock Grant through the date of Disability as would have lapsed
had the Participant not become Disabled. The proration shall be based upon the number of days accrued prior to the date of Disability.


 


The
Administrator shall make the determination both as to whether Disability has occurred and the date of its occurrence (unless a
procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such
procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved
by the Administrator, the cost of which examination shall be paid for by the Company.


 


21.
EFFECT ON STOCK GRANTS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.


 


Except
as otherwise provided in a Participant’s Stock Grant Agreement, the following rules apply in the event of the death of a
Participant while the Participant is an Employee, director or Consultant of the Company or of an Affiliate: to the extent the
forfeiture provisions or the Company’s rights of repurchase have not lapsed on the date of death, they shall be exercisable;
provided, however, that in the event such forfeiture provisions or rights of repurchase lapse periodically, such provisions or
rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant through the date of death as
would have lapsed had the Participant not died. The proration shall be based upon the number of days accrued prior to the Participant’s
date of death.


 


22.
PURCHASE FOR INVESTMENT.


 


Unless
the offering and sale of the Shares shall have been effectively registered under the Securities Act, the Company shall be under
no obligation to issue Shares under the Plan unless and until the following conditions have been fulfilled:


 


(a)
The person who receives a Stock Right shall warrant to the Company, prior to the receipt of Shares, that such person is acquiring
such Shares for his or her own account, for investment, and not with a view to, or for sale in connection with, the distribution
of any such Shares, in which event the person acquiring such Shares shall be bound by the provisions of the following legend (or
a legend in substantially similar form) which shall be endorsed upon the certificate evidencing the Shares issued pursuant to
such exercise or such grant:


 


“The
shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any
person, including a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under
the Securities Act of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an
exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state
securities laws.”


 


(b)
At the discretion of the Administrator, the Company shall have received an opinion of its counsel that the Shares may be issued
in compliance with the Securities Act without registration thereunder.


 


23.
DISSOLUTION OR LIQUIDATION OF THE COMPANY.


 


Upon
the dissolution or liquidation of the Company, all Options granted under this Plan which as of such date shall not have been exercised
and all Stock Grants and Stock-Based Awards which have not been accepted, to the extent required under the applicable Agreement,
will terminate and become null and void; provided, however, that if the rights of a Participant or a Participant’s Survivors
have not otherwise terminated and expired, the Participant or the Participant’s Survivors will have the right immediately
prior to such dissolution or liquidation to exercise or accept any Stock Right to the extent that the Stock Right is exercisable
or subject to acceptance as of the date immediately prior to such dissolution or liquidation. Upon the dissolution or liquidation
of the Company, any outstanding Stock-Based Awards shall immediately terminate unless otherwise determined by the Administrator
or specifically provided in the applicable Agreement.


 




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24.
ADJUSTMENTS.


 


Upon
the occurrence of any of the following events, a Participant’s rights with respect to any Stock Right granted to him or
her hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in a Participant’s Agreement:


 


(a)
Stock Dividends and Stock Splits. If (i) the shares of Common Stock shall be subdivided or combined into a greater or smaller
number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock,
or (ii) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed
with respect to such shares of Common Stock, each Stock Right and the number of shares of Common Stock deliverable thereunder
shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made including, in the exercise
or purchase price per share, to reflect such events. The number of Shares subject to the limitations in Paragraph 3(a) and 4(c)
shall also be proportionately adjusted upon the occurrence of such events.


 


(b)
Corporate Transactions. If the Company is to be consolidated with or acquired by another entity in a merger, consolidation,
or sale of all or substantially all of the Company’s assets other than a transaction to merely change the state of incorporation
(a “Corporate Transaction”), the Administrator or the board of directors of any entity assuming the obligations of
the Company hereunder (the “Successor Board”), shall, as to outstanding Options, either (i) make appropriate provision
for the continuation of such Options by substituting on an equitable basis for the Shares then subject to such Options either
the consideration payable with respect to the outstanding shares of Common Stock in connection with the Corporate Transaction
or securities of any successor or acquiring entity; or (ii) upon written notice to the Participants, provide that such Options
must be exercised (either (A) to the extent then exercisable or, (B) at the discretion of the Administrator, any such Options
being made partially or fully exercisable for purposes of this Subparagraph), within a specified number of days of the date of
such notice, at the end of which period such Options which have not been exercised shall terminate whether or not vested; or (iii)
terminate such Options in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate
Transaction to a holder of the number of shares of Common Stock into which such Option would have been exercisable (either (A)
to the extent then exercisable or, (B) at the discretion of the Administrator, any such Options being made partially or fully
exercisable for purposes of this Subparagraph) less the aggregate exercise price thereof. For purposes of determining the
payments to be made pursuant to Subclause (iii) above, in the case of a Corporate Transaction the consideration for which, in
whole or in part, is other than cash, the consideration other than cash shall be valued at the fair value thereof as determined
in good faith by the Board of Directors.


 


With
respect to outstanding Stock Grants, the Administrator or the Successor Board, shall make appropriate provision for the continuation
of such Stock Grants on the same terms and conditions by substituting on an equitable basis for the Shares then subject to such
Stock Grants either the consideration payable with respect to the outstanding Shares of Common Stock in connection with the Corporate
Transaction or securities of any successor or acquiring entity. In lieu of the foregoing, in connection with any Corporate Transaction,
the Administrator may provide that, upon consummation of the Corporate Transaction, each outstanding Stock Grant shall be terminated
in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder
of the number of shares of Common Stock comprising such Stock Grant (to the extent such Stock Grant is no longer subject to any
forfeiture or repurchase rights then in effect or, at the discretion of the Administrator, all forfeiture and repurchase rights
being waived upon such Corporate Transaction).


 


In
taking any of the actions permitted under this Paragraph 24(b), the Administrator shall not be obligated by the Plan to treat
all Stock Rights, all Stock Rights held by a Participant, or all Stock Rights of the same type, identically.


 




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(c)
Recapitalization or Reorganization. In the event of a recapitalization or reorganization of the Company other than a Corporate
Transaction pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares
of Common Stock, a Participant upon exercising an Option or accepting a Stock Grant after the recapitalization or reorganization
shall be entitled to receive for the price paid upon such exercise or acceptance if any, the number of replacement securities
which would have been received if such Option had been exercised or Stock Grant accepted prior to such recapitalization or reorganization.


 


(d)
Adjustments to Stock-Based Awards. Upon the happening of any of the events described in Subparagraphs (a), (b) or (c) above,
any outstanding Stock-Based Award shall be appropriately adjusted to reflect the events described in such Subparagraphs. The Administrator
or the Successor Board shall determine the specific adjustments to be made under this Paragraph 24, including, but not limited
to the effect of any, Corporate Transaction and, subject to Paragraph 4, its determination shall be conclusive.


 


(e)
Modification of Options. Notwithstanding the foregoing, any adjustments made pursuant to Subparagraph (a), (b) or (c) above
with respect to Options shall be made only after the Administrator determines whether such adjustments would (i) constitute a
“modification” of any ISOs (as that term is defined in Section 424(h) of the Code) or (ii) cause any adverse tax consequences
for the holders of Options, including, but not limited to, pursuant to Section 409A of the Code. If the Administrator determines
that such adjustments made with respect to Options would constitute a modification or other adverse tax consequence, it may refrain
from making such adjustments, unless the holder of an Option specifically agrees in writing that such adjustment be made and such
writing indicates that the holder has full knowledge of the consequences of such “modification” on his or her income
tax treatment with respect to the Option. This paragraph shall not apply to the acceleration of the vesting of any ISO that would
cause any portion of the ISO to violate the annual vesting limitation contained in Section 422(d) of the Code, as described in
Paragraph 6(b)(iv).


 


25.
ISSUANCES OF SECURITIES.


 


Except
as expressly provided herein, 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 thereof shall be made with respect to, the number or price of
shares subject to Stock Rights. Except as expressly provided herein, no adjustments shall be made for dividends paid in cash or
in property (including without limitation, securities) of the Company prior to any issuance of Shares pursuant to a Stock Right.


 


26.
FRACTIONAL SHARES.


 


No
fractional shares shall be issued under the Plan and the person exercising a Stock Right shall receive from the Company cash in
lieu of such fractional shares equal to the Fair Market Value thereof.


 


27.
CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOs.


 


The
Administrator, at the written request of any Participant, may in its discretion take such actions as may be necessary to convert
such Participant’s ISOs (or any portions thereof) that have not been exercised on the date of conversion into Non-Qualified
Options at any time prior to the expiration of such ISOs, regardless of whether the Participant is an Employee of the Company
or an Affiliate at the time of such conversion. At the time of such conversion, the Administrator (with the consent of the Participant)
may impose such conditions on the exercise of the resulting Non-Qualified Options as the Administrator in its discretion may determine,
provided that such conditions shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give any Participant
the right to have such Participant’s ISOs converted into Non-Qualified Options, and no such conversion shall occur until
and unless the Administrator takes appropriate action. The Administrator, with the consent of the Participant, may also terminate
any portion of any ISO that has not been exercised at the time of such conversion.


 




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28.
WITHHOLDING.


 


In
the event that any federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act (“F.I.C.A.”)
withholdings or other amounts are required by applicable law or governmental regulation to be withheld from the Participant’s
salary, wages or other remuneration in connection with the issuance of a Stock Right or Shares under the Plan or for any other
reason required by law, the Company may withhold from the Participant’s compensation, if any, or may require that the Participant
advance in cash to the Company, or to any Affiliate of the Company which employs or employed the Participant, the statutory minimum
amount of such withholdings unless a different withholding arrangement, including the use of shares of the Company’s Common
Stock or a promissory note, is authorized by the Administrator (and permitted by law). For purposes hereof, the fair market value
of the shares withheld for purposes of payroll withholding shall be determined in the manner set forth under the definition of
Fair Market Value provided in Paragraph 1 above, as of the most recent practicable date prior to the date of exercise. If the
Fair Market Value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required
to advance the difference in cash to the Company or the Affiliate employer. The Administrator in its discretion may condition
the exercise of an Option for less than the then Fair Market Value on the Participant’s payment of such additional withholding.


 


29.
NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.


 


Each
Employee who receives an ISO must agree to notify the Company in writing immediately after the Employee makes a Disqualifying
Disposition of any Shares acquired pursuant to the exercise of an ISO. A Disqualifying Disposition is defined in Section 424(c)
of the Code and includes any disposition (including any sale or gift) of such Shares before the later of (a) two years after the
date the Employee was granted the ISO, or (b) one year after the date the Employee acquired Shares by exercising the ISO, except
as otherwise provided in Section 424(c) of the Code. If the Employee has died before such Shares are sold, these holding period
requirements do not apply and no Disqualifying Disposition can occur thereafter.


 


30.
TERMINATION OF THE PLAN.


 


The
Plan will terminate on January 1, 2030, the date which is ten years from the earlier of the date of its adoption by the
Board of Directors and the date of its approval by the shareholders of the Company. The Plan may be terminated at an earlier date
by vote of the shareholders or the Board of Directors of the Company; provided, however, that any such earlier termination shall
not affect any Agreements executed prior to the effective date of such termination. Termination of the Plan shall not affect any
Stock Rights theretofore granted.


 


31.
AMENDMENT OF THE PLAN AND AGREEMENTS.


 


The
Plan may be amended by the shareholders of the Company. The Plan may also be amended by the Administrator, including, without
limitation, to the extent necessary to qualify any or all outstanding Stock Rights granted under the Plan or Stock Rights to be
granted under the Plan for favorable federal income tax treatment as may be afforded incentive stock options under Section 422
of the Code (including deferral of taxation upon exercise), and to the extent necessary to qualify the Shares issuable under the
Plan for listing on any national securities exchange or quotation in any national automated quotation system of securities dealers.
In addition, if NYSE Amex amends its corporate governance rules so that such rules no longer require stockholder approval of “material
amendments” of equity compensation plans, then, from and after the effective date of such an amendment to such rules, no
amendment of the Plan which (i) materially increases the number of shares to be issued under the Plan (other than to reflect a
reorganization, stock split, merger, spin-off or similar transaction); (ii) materially increases the benefits to Participants,
including any material change to: (a) permit a repricing (or decrease in exercise price) of outstanding Options, (b) reduce the
price at which Shares or Options may be offered, or (c) extend the duration of the Plan; (iii) materially expands the class of
Participants eligible to participate in the Plan; or (iv) expands the types of awards provided under the Plan shall become effective
unless stockholder approval is obtained. Any amendment approved by the Administrator which the Administrator determines is of
a scope that requires shareholder approval shall be subject to obtaining such shareholder approval. Any modification or amendment
of the Plan shall not, without the consent of a Participant, adversely affect his or her rights under a Stock Right previously
granted to him or her. With the consent of the Participant affected, the Administrator may amend outstanding Agreements in a manner
which may be adverse to the Participant but which is not inconsistent with the Plan. In the discretion of the Administrator, outstanding
Agreements may be amended by the Administrator in a manner which is not adverse to the Participant.


 


32.
EMPLOYMENT OR OTHER RELATIONSHIP.


 


Nothing
in this Plan or any Agreement shall be deemed to prevent the Company or an Affiliate from terminating the employment, consultancy
or director status of a Participant, nor to prevent a Participant from terminating his or her own employment, consultancy or director
status or to give any Participant a right to be retained in employment or other service by the Company or any Affiliate for any
period of time.


 


33.
GOVERNING LAW.


 


This
Plan shall be construed and enforced in accordance with the law of the State of New York.


 




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