Exhibit
10.1


 


EMPIRE
ENERGY HOLDINGS, INC.


STOCK INCENTIVE PLAN


 


1.        Establishment,
Purpose and Term of Plan.


 


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


 


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



 


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


 


2.        Definitions
and Construction.


 


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


 


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


 


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


 


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


 


(d)          “Award” means an Option, Restricted Stock, or Restricted Stock Units granted under the Plan.


 


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


 


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


 




    	 



    	 



    

  


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


 


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


 


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


 


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


 


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


 




    	 



    	 



    

  


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


 


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


 


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


 


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


 


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



 


(k)          “Company”
means Empire Energy Holdings, Inc., a Delaware corporation, or any successor corporation thereto.


 


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


 


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


 


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



 


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


 


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



 




    	 



    	 



    

  


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


 


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


 


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


 


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



 


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


 


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


 


(u)          “Insider
Trading Policy” means the written policy of the Company pertaining to the purchase, sale, transfer or other disposition
of the Company’s equity securities by Directors, Officers, Employees or other service providers who may possess material,
nonpublic information regarding the Company or its securities.


 


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


 


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


 


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


 


(y)          “Option”
means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan.


 


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


 




    	 



    	 



    

  


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


 


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


 


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


 


(dd)        “Performance
Goals” means the goal(s) (or combined goal(s)) determined by the Committee in its discretion to be applicable to a Participant
with respect to an Award. As determined by the Committee, the Performance Goals applicable to an Award shall provide for a targeted
level or levels of achievement using one or more of the following measures: (a) cash flow, (b) earnings per share, (c) gross revenue,
(d) market share, (e) return on capital, (f) total shareholder return, or (g) operating profits.


 


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


 


(ff)         “Plan”
means the Empire Energy Holdings, Inc. Stock Incentive Plan, as amended.


 


(gg)        “Restricted
Stock Award” means an Award of a Restricted Stock granted pursuant to Section 7.


 


(hh)        “Restricted
Stock Unit Award” means an Award of a right to receive Stock on a future date granted pursuant to Section 8.


 


(ii)          “Rule
16b-3” means Rule 16b-3 promulgated under the 1934 Act, and any future regulation amending, supplementing or superseding
such regulation.


 


(jj)          “Section
16 Person” means an individual, who, with respect to the shares of Stock, is subject to Section 16 of the 1934 Act and
the rules and regulations promulgated thereunder.


 


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


 




    	 



    	 



    

 


 


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


 


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


 


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


 


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


 


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


 


3.        Administration.


 


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


 


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



 


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


 




    	 



    	 



    

  


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


 


4.        Shares
Subject to Plan.


 


4.1           Number
of Shares. Subject to adjustment as provided in Section 4.3, and the provisions in this Section
4.1 regarding the annual increase, the aggregate number of shares of Stock that may be
issued pursuant to Awards shall not exceed ____________________ (##) shares (the “Share Reserve”). In addition, the
Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, beginning on January
1st of the year following the year in which the IPO Date occurs and ending on (and including) January 1, 2025, in an amount equal
to __% of the total number of shares of Stock outstanding on December 31st of the preceding calendar year. Notwithstanding the
foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the
Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of Stock
than would otherwise occur pursuant to this Section 4.1. 


 


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


 


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


 


5.        Eligibility.


 


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


 


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


 




    	 



    	 



    

  


6.        Stock
Options.


 


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


 


6.1           Option
Limitations. No Participant shall be granted Options covering more than a total of ___ shares.
Notwithstanding the foregoing, during the Fiscal Year in which a Participant first becomes an Employee, he or she may be granted
Options to purchase up to a total of an additional ___ shares.


 


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


 


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


 


6.4          
Payment of Exercise Price.


 


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


 




    	 



    	 



    

  


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


 


6.5           Certain
Additional Provisions for Incentive Stock Options.


 


(a)          Maximum
Number of Shares Issuable Pursuant to Incentive Stock Options. Subject to Section 4.1 and adjustment as provided in Subsection 4.3,
the maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to the exercise of Incentive Stock Options
shall not exceed ______________________________ (__________) shares (the “ISO Share Limit”). The
maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to all Awards other than Incentive Stock
Options shall be the number of shares determined in accordance with Section 4.1, subject to adjustment as provided in Subsection 4.3.


 


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


 


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


 


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


 


6.6           Effect
of Termination of Service.


 


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


 




    	 



    	 



    

  


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


 


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


 


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


 


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


 


(b)          Extension
if Exercise Prevented by Law. Notwithstanding the foregoing other than termination of Service for Cause, if the exercise of
an Option within the applicable time periods set forth in Subsection 6.6(a) is prevented by the provisions of Section 12
below, the Option shall remain exercisable until the later of (i) thirty (30) days after the date such exercise first would
no longer be prevented by such provisions or (ii) the end of the applicable time period under Subsection 6.6(a), but
in any event no later than the Option Expiration Date.


 


6.7           Transferability
of Options. During the lifetime of the Participant, an Option shall be exercisable only by the
Participant or the Participant’s guardian or legal representative. An Option shall not be subject in any manner to anticipation,
alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s
beneficiary, except transfer by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted
by the Board, in its discretion, and set forth in the Award Agreement evidencing such Option, a Nonstatutory Stock Option shall
be assignable or transferable subject to the applicable limitations, if any, described in the General Instructions to Form S-8
Registration Statement under the 1933 Act.


 


7.        Restricted
Stock Awards.


 


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


 




    	 



    	 



    

  


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


 


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


 


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


 


7.4           Vesting
and Restrictions on Transfer. Shares issued pursuant to any Restricted Stock Award may (but need
not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or
performance criteria, as shall be established by the Board and set forth in the Award Agreement evidencing such Award. During any
period in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, such shares may not
be sold, exchanged, transferred, pledged, assigned or otherwise disposed of other than pursuant to an Ownership Change Event or
as provided in Subsection 7.7. The Board, in its discretion, may provide in any Award Agreement evidencing a Restricted Stock
Award that, if the satisfaction of Vesting Conditions with respect to any shares subject to such Restricted Stock Award would otherwise
occur on a day on which the sale of such shares would violate the provisions of the Insider Trading Policy, then satisfaction of
the Vesting Conditions automatically shall be determined on the next trading day on which the sale of such shares would not violate
the Insider Trading Policy. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer
restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates
representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such
transfer restrictions.


 


7.5           Voting
Rights; Dividends and Distributions. Except as provided in this Section 7.5, Subsection 7.4
and any Award Agreement, during any period in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting
Conditions, the Participant shall have all of the rights of a stockholder of the Company holding shares of Stock, including the
right to vote such shares and to receive all dividends and other distributions paid with respect to such shares. However, in the
event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the
capital structure of the Company as described in Subsection 4.3, any and all new, substituted or additional securities or
other property (other than normal cash dividends) to which the Participant is entitled by reason of the Participant’s Restricted
Stock Award shall be immediately subject to the same Vesting Conditions as the shares subject to the Restricted Stock Award with
respect to which such dividends or distributions were paid or adjustments were made.


 


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


 




    	 



    	 



    

  


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


 





8.        Restricted
Stock Unit Awards.







 





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


 


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


 


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


 


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


 


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


 


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


 


8.6           Settlement
of Restricted Units.


 


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


 




    	 



    	 



    

  


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


 


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


 


9.        PERFORMANCE-BASED
AWARDS UNDER CODE SECTION 162(m)


 


9.1           General.
If the Committee, in its discretion, decides to grant an Award intended to qualify as “performance-based
compensation” under Section 162(m) of the Code, the provisions of this Section 9 will control over any contrary provision
in the Plan. The Committee, in its discretion, also may grant Awards that are not intended to qualify as “performance-based
compensation” under Section 162(m) of the Code.


 


9.2          
Performance Goals. The granting and/or vesting of Awards and other incentives under the Plan
may, in the discretion of the Committee, be made subject to the achievement of one or more Performance Goals. 


 


9.3           Procedures.
To the extent necessary to comply with the “performance-based compensation” provisions
of Section 162(m) of the Code, with respect to any Award granted subject to Performance Goals and intended to qualify as “performance-based
compensation” under such section, on or before the Determination Date (i.e., within the first 25% of the Performance Period,
but in no event more than ninety (90) days following the commencement of any Performance Period or such other time as may be required
or permitted by Section 162(m) of the Code), the Committee will, in writing, (i) designate one or more Participants to whom an
Award will be made, (ii) determine the Performance Period, (iii) establish the Performance Goals and amounts that may be earned
for the Performance Period, and (iv) determine any other terms and conditions applicable to the Award(s). 


 


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


 


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


 




    	 



    	 



    

  


10.      Change
in Control.


 


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


 


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


 


(b)          Assumption,
Continuation or Substitution of Awards. In the event of a Change in Control, the surviving, continuing, successor, or purchasing
corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may,
without the consent of any Participant, assume or continue the Company’s rights and obligations under each or any Award or
portion thereof outstanding immediately prior to the Change in Control or substitute for each or any such outstanding Award or
portion thereof a substantially equivalent award with respect to the Acquiror’s stock. For purposes of this Section, if so
determined by the Board, in its discretion, an Award or any portion thereof shall be deemed assumed if, following the Change in
Control, the Award confers the right to receive, subject to the terms and conditions of the Plan and the applicable Award Agreement,
for each share of Stock subject to such portion of the Award immediately prior to the Change in Control, the consideration (whether
stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date
of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror,
the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Award for
each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration
received by holders of Stock pursuant to the Change in Control. If any portion of such consideration may be received by holders
of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its discretion, determine such Fair
Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present
value of the probable future payment of such consideration. Any Award or portion thereof which is neither assumed or continued
by the Acquiror in connection with the Change in Control nor exercised as of the time of consummation of the Change in Control
shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control. Notwithstanding
the foregoing, shares acquired upon exercise of an Award prior to the Change in Control and any consideration received pursuant
to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of the Award Agreement
evidencing such Award except as otherwise provided in such Award Agreement.


 




    	 



    	 



    

  


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


 


11.      Tax
Withholding.


 


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


 


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


 




    	 



    	 



    

  





12.           Compliance
with Securities Law.







 


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


 


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


 


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


 


13.      Amendment
or Termination of Plan.


 


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


 




    	 



    	 



    

  


14.      Miscellaneous
Provisions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 



    	 



    

  


14.8         Section
409A of the Code.  Notwithstanding other provisions of the Plan or any Award Agreements hereunder,
no Award shall be granted, deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result
in the imposition of an additional tax under Section 409A of the Code upon a Participant. In the event that it is reasonably determined
by the Board or, if delegated by the Board to the Committee, by the Committee that, as a result of Section 409A of the Code, payments
in respect of any Award under the Plan may not be made at the time contemplated by the terms of the Plan or the relevant Award
Agreement, as the case may be, without causing the Participant holding such Award to be subject to taxation under Section 409A
of the Code, including as a result of the fact that the Participant is a “specified employee” under Section 409A of
the Code, the Company will make such payment on the first day that would not result in the Participant incurring any tax liability
under Section 409A of the Code. The Company shall use commercially reasonable efforts to implement the provisions of this Subsection
14.8 in good faith; provided that neither the Company, the Board nor any of the Company’s employees, directors or representatives
shall have any liability to Participants with respect to this Subsection 14.8.


 


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


 


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


 


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


 


14.12       Stockholder
Approval. The Plan or any increase in the maximum aggregate number of shares of Stock issuable
thereunder as provided in Subsection 4.1 (the “Authorized Shares”)
shall be approved by a majority of the outstanding securities of the Company entitled to vote by the later of (a) a period
beginning twelve (12) months before and ending twelve (12) months after the date of adoption thereof by the Board. Awards granted
prior to security holder approval of the Plan or in excess of the Authorized Shares previously approved by the security holders
shall become exercisable no earlier than the date of security holder approval of the Plan or such increase in the Authorized Shares,
as the case may be, and such Awards shall be rescinded if such security holder approval is not received in the manner described
in the preceding sentence.