Exhibit 10.2










 


2005 STOCK INCENTIVE PLAN


 


OF


 


PEOPLE'S LIBERATION, INC.


 


As Amended and Restated effective June
13, 2008


 


 


 


SECTION 1: GENERAL PURPOSE OF PLAN


 


The name of this plan
is the 2005 Stock Incentive Plan (the "PLAN"). The purpose of the Plan is to enable Century Pacific Financial Corporation,
a Delaware corporation (the “COMPANY"), and any Parent or any Subsidiary to obtain and retain the services of the types
of Employees, Consultants and Directors who will contribute to the Company's long range success and to provide incentives which
are linked directly to increases in share value which will inure to the benefit of all shareholders of the Company.


 


SECTION 2: DEFINITIONS


 


For purposes of the
Plan, the following terms shall be defined as set forth below:


 


"ADMINISTRATOR"
shall have the meaning as set forth in SECTION 3, hereof.


 


"BOARD" means
the Board of Directors of the Company.


 


"CAUSE" means
(i) failure by an Eligible Person to substantially perform his or her duties and obligations to the Company (other than any such
failure resulting from his or her incapacity due to physical or mental illness); (ii) engaging in misconduct or a fiduciary breach
which is or potentially is materially injurious to the Company or its shareholders; (iii) commission of a felony; (iv) the commission
of a crime against the Company which is or potentially is materially injurious to the Company; or (v) as otherwise provided in
the Stock Option Agreement or Stock Purchase Agreement. For purposes of this Plan, the existence of Cause shall be determined by
the Administrator in its sole discretion.


 


"CHANGE IN CONTROL"
shall mean:


 


a) The consummation
of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 80%
of the combined voting power (which voting power shall be calculated by assuming the conversion of all equity securities convertible
(immediately or at some future time) into shares entitled to vote, but not assuming the exercise of any warrant or right to subscribe
to or purchase those shares) of the continuing or Surviving Entity's securities outstanding immediately after such merger, consolidation
or other reorganization is owned, directly or indirectly, by persons who were not shareholders of the Company immediately prior
to such merger, consolidation or other reorganization; PROVIDED, HOWEVER, that in making the determination of ownership by the
shareholders of the Company, immediately after the reorganization, equity securities which persons own immediately before the reorganization
as shareholders of another party to the transaction shall be disregarded; or


 






     


     


    

 


b) The sale, transfer
or other disposition of all or substantially all of the Company's assets.


 


A transaction shall not constitute a Change
in Control if its sole purpose is to change the state of the Company's incorporation or to 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.


 


"CODE" means
the Internal Revenue Code of 1986, as amended from time to time.


 


"COMMITTEE"
means a committee of the Board designated by the Board to administer the Plan.


 


"COMPANY"
means People's Liberation, Inc., a corporation organized under the laws of the State of Delaware (or any successor corporation).


 


"CONSULTANT"
means a consultant or advisor who is a natural person and who provides bona fide services to the Company, a Parent or a Subsidiary;
provided 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 securities.


 


"DATE OF GRANT"
means the date on which the Administrator adopts a resolution expressly granting a Right to a Participant or, if a different date
is set forth in such resolution as the Date of Grant, then such date as is set forth in such resolution.


 


"DIRECTOR"
means a member of the Board.


 


"DISABILITY"
means that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment; provided, however, for purposes of determining the term of an ISO pursuant to SECTION 6.6 hereof, the term
Disability shall have the meaning ascribed to it under Code Section 22(e)(3). The determination of whether an individual has a
Disability shall be determined under procedures established by the Plan Administrator.


 


"ELIGIBLE PERSON"
means an Employee, Consultant or Director of the Company, any Parent or any Subsidiary.


 


"EMPLOYEE"
shall mean any individual who is a common-law employee (including officers) of the Company, a Parent or a Subsidiary.


 


"EXERCISE PRICE"
shall have the meaning set forth in SECTION 6.3 hereof.


 


"EXCHANGE ACT"
means the Securities Exchange Act of 1934, as amended.


 






     


     


    

 


"FAIR MARKET VALUE"
shall mean the fair market value of a Share, determined as follows: (i) if the Stock is listed on any established stock exchange
or a national market system, including without limitation the Nasdaq National Market, the Fair Market Value of a share of Stock
shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange
(or the exchange with the greatest volume of trading in the Stock) on the last market trading day prior to the day of determination,
as reported in the WALL STREET JOURNAL or such other source as the Administrator deems reliable; (ii) if the Stock is quoted on
the Nasdaq System (but not on the Nasdaq National Market) or any similar system whereby the stock is regularly quoted by a recognized
securities dealer but closing sale prices are not reported, the Fair Market Value of a share of Stock shall be the mean between
the bid and asked prices for the Stock on the last market trading day prior to the day of determination, as reported in the WALL
STREET JOURNAL or such other source as the Administrator deems reliable; or (iii) in the absence of an established market for the
Stock, the Fair Market Value shall be determined in good faith by the Administrator and such determination shall be conclusive
and binding on all persons.


 


"ISO" means
a Stock Option intended to qualify as an "incentive stock option" as that term is defined in Section 422(b) of the Code.


 


"NON-EMPLOYEE
DIRECTOR" means a member of the Board who is not an Employee of the Company, a Parent or Subsidiary, who satisfies the requirements
of such term as defined in Rule 16b-3(b)(3)(i) promulgated by the Securities and Exchange Commission.


 


"NON-QUALIFIED
STOCK OPTION" means a Stock Option not described in Section 422(b) of the Code.


 


"OFFEREE"
means a Participant who is granted a Purchase Right pursuant to the Plan.


 


"OPTIONEE"
means a Participant who is granted a Stock Option pursuant to the Plan.


 


"OUTSIDE DIRECTOR"
means a member of the Board who is not an Employee of the Company, a Parent or Subsidiary, who satisfies the requirements of such
term as defined in Treasury Regulations (26 Code of Federal Regulation Section 1.162-27(e)(3)).


 


"PARENT"
means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations
other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall
be considered a Parent commencing as of such date.


 


"PARTICIPANT"
means any Eligible Person selected by the Administrator, pursuant to the Administrator's authority in SECTION 3, to receive grants
of Rights.


 


"PLAN" means
this 2005 Stock Incentive Plan, as the same may be amended or supplemented from time to time.


 


"PURCHASE PRICE"
shall have the meaning set forth in SECTION 7.3.


 


"PURCHASE RIGHT"
means the right to purchase Stock granted pursuant to SECTION 7.


 


"RIGHTS"
means Stock Options and Purchase Rights.


 






     


     


    

 


"REPURCHASE RIGHT"
shall have the meaning set forth in SECTION 8.7 of the Plan.


 


"SERVICE"
shall mean service as an Employee, Director or Consultant.


 


"STOCK" means
Common Stock, par value $0.001 per share, of the Company.


 


"STOCK OPTION"
or "OPTION" means an option to purchase shares of Stock granted pursuant to SECTION 6.


 


"STOCK OPTION
AGREEMENT" shall have the meaning set forth in SECTION


 


6.1.


 


"STOCK PURCHASE
AGREEMENT" shall have the meaning set forth in SECTION


 


7.1.


 


"SUBSIDIARY"
means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary
on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.


 


"SURVIVING ENTITY"
means the Company if immediately following any merger, consolidation or similar transaction, the holders of outstanding voting
securities of the Company immediately prior to the merger or consolidation own equity securities possessing more than 50% of the
voting power of the corporation existing following the merger, consolidation or similar transaction. In all other cases, the other
entity to the transaction and not the Company shall be the Surviving Entity. In making the determination of ownership by the shareholders
of an entity immediately after the merger, consolidation or similar transaction, equity securities which the shareholders owned
immediately before the merger, consolidation or similar transaction as shareholders of another party to the transaction shall be
disregarded. Further, outstanding voting securities of an entity shall be calculated by assuming the conversion of all equity securities
convertible (immediately or at some future time) into shares entitled to vote.


 


"TEN PERCENT SHAREHOLDER"
means a person who on the Date of Grant owns, either directly or through attribution as provided in Section 424 of the Code, Stock
constituting more than 10% of the total combined voting power of all classes of stock of his or her employer corporation or of
any Parent or Subsidiary.


 


SECTION 3: ADMINISTRATION


 


3.1. ADMINISTRATOR.
The Plan shall be administered by either (i) the Board or (ii) the Committee (the group that administers the Plan is referred to
as the "ADMINISTRATOR").


 


3.2. POWERS IN GENERAL.
The Administrator shall have the power and authority to grant to Eligible Persons, pursuant to the terms of the Plan, (i) Stock
Options, (ii) Purchase Rights or (iii) any combination of the foregoing.


 






     


     


    

 


3.3. SPECIFIC POWERS.
In particular, the Administrator shall have the authority: (i) to construe and interpret the Plan and apply its provisions; (ii)
to promulgate, amend and rescind rules and regulations relating to the administration of the Plan; (iii) to authorize any person
to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan; (iv) to determine when Rights
are to be granted under the Plan; (v) from time to time to select, subject to the limitations set forth in this Plan, those Eligible
Persons to whom Rights shall be granted; (vi) to determine the number of shares of Stock to be made subject to each Right; (vii)
to determine whether each Stock Option is to be an ISO or a Non-Qualified Stock Option; (viii) to prescribe the terms and conditions
of each Stock Option and Purchase Right, including, without limitation, the Exercise Price, Purchase Price and medium of payment,
vesting provisions and repurchase provisions, and to specify the provisions of the Stock Option Agreement or Stock Purchase Agreement
relating to such grant or sale; (ix) to amend any outstanding Rights for the purpose of modifying the time or manner of vesting,
the Purchase Price or Exercise Price, as the case may be, subject to applicable legal restrictions and to the consent of the other
party to such agreement; (x) to determine the duration and purpose of leaves of absences which may be granted to a Participant
without constituting termination of their employment for purposes of the Plan; (xi) to make decisions with respect to outstanding
Stock Options that may become necessary upon a change in corporate control or an event that triggers anti-dilution adjustments;
(xii) to the extent permitted by law, by resolution adopted by the Board, to authorize one or more officers of the Company to do
one or both of the following: (a) designate eligible officers and employees of the Company or any of its subsidiaries to be recipients
of Awards and (b) determine the number of such Awards to be received by such officers and employees, provided that the resolution
so authorizing such officer or officers shall specify the total number of Awards such officer or officers may award; and (xiii)
to make any and all other determinations which it determines to be necessary or advisable for administration of the Plan.


 


3.4. DECISIONS FINAL.
All decisions made by the Administrator pursuant to the provisions of the Plan shall be final and binding on the Company and the
Participants.


 


3.5. THE COMMITTEE.
The Board may, in its sole and absolute discretion, from time to time, and at any period of time during which the Company's Stock
is registered pursuant to Section 12 of the Exchange Act shall, delegate any or all of its duties and authority with respect to
the Plan to the Committee whose members are to be appointed by and to serve at the pleasure of the Board. From time to time, the
Board may increase or decrease the size of the Committee, add additional members to, remove members (with or without cause) from,
appoint new members in substitution therefor, and fill vacancies, however caused, in the Committee. The Committee shall act pursuant
to a vote of the majority of its members or, in the case of a committee comprised of only two members, the unanimous consent of
its members, whether present or not, or by the unanimous written consent of the majority of its members and minutes shall be kept
of all of its meetings and copies thereof shall be provided to the Board. Subject to the limitations prescribed by the Plan and
the Board, the Committee may establish and follow such rules and regulations for the conduct of its business as it may determine
to be advisable. During any period of time during which the Company's Stock is registered pursuant to Section 12 of the Exchange
Act, all members of the Committee shall be Non-Employee Directors and Outside Directors.


 






     


     


    

 


3.6. INDEMNIFICATION.
In addition to such other rights of indemnification as they may have as Directors or members of the Committee, and to the extent
allowed by applicable law, the Administrator and each of the Administrator's consultants shall be indemnified by the Company against
the reasonable expenses, including attorney's fees, actually incurred in connection with any action, suit or proceeding or in connection
with any appeal therein, to which the Administrator or any of its consultants may be party by reason of any action taken or failure
to act under or in connection with the Plan or any option granted under the Plan, and against all amounts paid by the Administrator
or any of its consultants in settlement thereof (provided that the settlement has been approved by the Company, which approval
shall not be unreasonably withheld) or paid by the Administrator or any of its consultants in satisfaction of a judgment in any
such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding
that such Administrator or any of its consultants did not act in good faith and in a manner which such person reasonably believed
to be in the best interests of the Company, and in the case of a criminal proceeding, had no reason to believe that the conduct
complained of was unlawful; PROVIDED, HOWEVER, that within 60 days after institution of any such action, suit or proceeding, such
Administrator or any of its consultants shall, in writing, offer the Company the opportunity at its own expense to handle and defend
such action, suit or proceeding.


 


SECTION 4: STOCK SUBJECT TO THE PLAN


 


4.1. STOCK SUBJECT
TO THE PLAN. Subject to adjustment as provided in SECTION 9, 5,500,000 shares of Common Stock shall be reserved and available for
issuance under the Plan. Stock reserved hereunder may consist, in whole or in part, of authorized and unissued shares or treasury
shares.


 


4.2. BASIC LIMITATION.
The maximum number of shares with respect to which Options, awards or sales of Stock may be granted under the Plan to any Participant
in any one calendar year shall be 1,000,000 shares. The number of shares that are subject to Rights under the Plan shall not exceed
the number of shares that then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at
all times reserve and keep available a sufficient number of shares to satisfy the requirements of the Plan.


 


4.3. ADDITIONAL SHARES.
In the event that any outstanding Option or other right for any reason expires or is canceled or otherwise terminated, the shares
allocable to the unexercised portion of such Option or other right shall again be available for the purposes of the Plan. In the
event that shares issued under the Plan are reacquired by the Company pursuant to the terms of any forfeiture provision or right
of repurchase, such shares shall again be available for the purposes of the Plan.


 






     


     


    

 


SECTION 5: ELIGIBILITY


 


Eligible Persons who
are selected by the Administrator shall be eligible to be granted Rights hereunder subject to limitations set forth in this Plan;
PROVIDED, HOWEVER, that only Employees shall be eligible to be granted ISOs hereunder.


 


SECTION 6: TERMS AND CONDITIONS OF OPTIONS


 


6.1. STOCK OPTION AGREEMENT.
Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company (the
"STOCK OPTION AGREEMENT"). Such Option shall be subject to all applicable terms and conditions of the Plan and may be
subject to any other terms and conditions which are not inconsistent with the Plan and which the Administrator deems appropriate
for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need
not be identical.


 


6.2. NUMBER OF SHARES.
Each Stock Option Agreement shall specify the number of shares of Stock that are subject to the Option and shall provide for the
adjustment of such number in accordance with SECTION 9, hereof. The Stock Option Agreement shall also specify whether the Option
is an ISO or a Non-Qualified Stock Option.


 


6.3. EXERCISE PRICE.


 


6.3.1 IN GENERAL. Each
Stock Option Agreement shall state the price at which shares subject to the Stock Option may be purchased (the "EXERCISE PRICE"),
which shall be not less than 100% of the Fair Market Value of the Stock on the Date of Grant.


 


6.3.2 TEN PERCENT SHAREHOLDER.
A Ten Percent Shareholder shall not be eligible for designation as an Optionee or Purchaser, unless (i) the Exercise Price of a
Non-Qualified Stock Option is at least 110% of the Fair Market Value of a Share on the Date of Grant, or (ii) in the case of an
ISO, the Exercise Price is at least 110% of the Fair Market Value of a Share on the Date of Grant and such ISO by its terms is
not exercisable after the expiration of five years from the Date of Grant.


 


6.3.3 NON-APPLICABILITY.
The Exercise Price restriction applicable to Non-Qualified Stock Options required by SECTIONS 6.3.1 and 6.3.2(I) shall be inoperative
if a determination is made by counsel for the Company that such Exercise Price restrictions are not required in the circumstances
under applicable federal or state securities laws.


 


6.3.4 PAYMENT. The
Exercise Price shall be payable in a form described in SECTION 8 hereof.


 


6.4. WITHHOLDING TAXES.
As a condition to the exercise of an Option, the Optionee shall make such arrangements as the Board may require for the satisfaction
of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise or with the
disposition of shares acquired by exercising an Option.


 






     


     


    

 


6.5. EXERCISABILITY.
Each Stock Option Agreement shall specify the date when all or any installment of the Option becomes exercisable. In the case of
an Optionee who is not an officer of the Company, a Director or a Consultant, an Option shall become exercisable at least as rapidly
as 20% per year over the five-year period commencing on the Date of Grant. Subject to the preceding sentence, the exercise provisions
of any Stock Option Agreement shall be determined by the Administrator, in its sole discretion.


 


6.6. TERM. The Stock
Option Agreement shall specify the term of the Option. No Option shall be exercised after the expiration of ten years after the
date the Option is granted. In the case of an ISO granted to a Ten Percent Shareholder, the ISO shall not be exercised after the
expiration of five years after the date the ISO is granted. Unless otherwise provided in the Stock Option Agreement, no Option
may be exercised (i) three months after the date the Optionee's Service with the Company, its Parent or its Subsidiaries terminates
if such termination is for any reason other than death, Disability or Cause, (ii) one year after the date the Optionee's Service
with the Company and its subsidiaries terminates if such termination is a result of death or Disability, and (iii) if the Optionee's
Service with the Company and its Subsidiaries terminates for Cause, all outstanding Options granted to such Optionee shall expire
as of the commencement of business on the date of such termination. The Administrator may, in its sole discretion, waive the accelerated
expiration provided for in (i) or (ii). Outstanding Options that are not vested at the time of termination of employment for any
reason shall expire at the close of business on the date of such termination.


 


6.7. LEAVES OF ABSENCE.
For purposes of SECTION 6.6 above, to the extent required by applicable law, Service shall be deemed to continue while the Optionee
is on a bona fide leave of absence. To the extent applicable law does not require such a leave to be deemed to continue while the
Optionee is on a bona fide leave of absence, such leave shall be deemed to continue if, and only if, expressly provided in writing
by the Administrator or a duly authorized officer of the Company, Parent or Subsidiary for whom Optionee provides his or her services.


 


6.8. MODIFICATION,
EXTENSION AND ASSUMPTION OF OPTIONS. Within the limitations of the Plan, the Administrator may modify, extend or assume outstanding
Options (whether granted by the Company or another issuer) or may accept the cancellation of outstanding Options (whether granted
by the Company or another issuer) in return for the grant of new Options for the same or a different number of shares and at the
same or a different Exercise Price. Without limiting the foregoing, the Administrator may amend a previously granted Option to
fully accelerate the exercise schedule of such Option (including without limitation, in connection with a Change in Control). The
foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair the Optionee's rights
or increase the Optionee's obligations under such Option. However, a termination of the Option in which the Optionee receives a
cash payment equal to the difference between the Fair Market Value and the Exercise Price for all shares subject to exercise under
any outstanding Option shall not be deemed to impair any rights of the Optionee or increase the Optionee's obligations under such
Option.


 






     


     


    

 


SECTION 7: TERMS AND CONDITIONS OF AWARDS
OR SALES


 


7.1. STOCK PURCHASE
AGREEMENT. Each award or sale of share of Stock under the Plan (other than upon exercise of an Option) shall be evidenced by a
Stock Purchase Agreement between the Purchaser and the Company. Such award or sale shall be subject to all applicable terms and
conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which
the Board deems appropriate for inclusion in a Stock Purchase Agreement. The provisions of the various Stock Purchase Agreements
entered into under the Plan need not be identical.


 


7.2. DURATION OF OFFERS.
Unless otherwise provided in the Stock Purchase Agreement, any right to acquire shares of Stock under the Plan (other than an Option)
shall automatically expire if not exercised by the Purchaser within 30 days after the grant of such right was communicated to the
Purchaser by the Company.


 


7.3. PURCHASE PRICE.


 


7.3.1 IN GENERAL. Each
Stock Purchase Agreement shall state the price at which the Stock subject to such Stock Purchase Agreement may be purchased (the
"PURCHASE PRICE"), which, with respect to Stock Purchase Rights, shall be determined in the sole discretion of the Administrator;
PROVIDED, HOWEVER, that the Purchase Price shall be no less than 100% of the Fair Market Value of the shares of Stock on either
the Date of Grant or the date of purchase of the Purchase Right.


 


7.3.2 TEN PERCENT STOCKHOLDERS.
A Ten Percent Stockholder shall not be eligible for designation as a Purchaser unless the Purchase Price (if any) is at least 100%
of the Fair Market Value of a Share.


 


7.3.3 NON APPLICABILITY.
The Purchase Price restrictions required by SECTIONS 7.3.1 and 7.3.2 shall be inoperative if a determination is made by counsel
for the Company that such Purchase Price restrictions are not required in the circumstances under applicable federal or state securities
laws.


 


7.3.4 PAYMENT OF PURCHASE
PRICE. The Purchase Price shall be payable in a form described in SECTION 8.


 


7.4. WITHHOLDING TAXES.
As a condition to the purchase of shares, the Purchaser shall make such arrangements as the Board may require for the satisfaction
of any federal, state, local or foreign withholding tax obligations that may arise in connection with such purchase.


 






     


     


    

 


SECTION 8: PAYMENT; RESTRICTIONS


 


8.1. GENERAL RULE.
The entire Purchase Price or Exercise Price of shares issued under the Plan shall be payable in full by, as applicable, cash or
check for an amount equal to the aggregate Purchase Price or Exercise Price for the number of shares being purchased, or in the
discretion of the Administrator, upon such terms as the Administrator shall approve, (i) in the case of an Option, by a copy of
instructions to a broker directing such broker to sell the Stock for which such Option is exercised, and to remit to the Company
the aggregate Exercise Price of such Options (a "CASHLESS EXERCISE"), (ii) in the case of an Option or a sale of Stock,
by paying all or a portion of the Exercise Price or Purchase Price for the number of shares being purchased by tendering Stock
owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the
aggregate Purchase Price of the Stock with respect to which such Option or portion thereof is thereby exercised or Stock acquired
(a "STOCK-FOR-STOCK EXERCISE") or (iii) by a stock-for-stock exercise by means of attestation whereby the Optionee identifies
for delivery specific shares of Stock already owned by Optionee and receives a number of shares of Stock equal to the difference
between the Option shares thereby exercised and the identified attestation shares of Stock (an "ATTESTATION EXERCISE").


 


8.2. WITHHOLDING PAYMENT.
The Purchase Price or Exercise Price shall include payment of the amount of all federal, state, local or other income, excise or
employment taxes subject to withholding (if any) by the Company or any parent or subsidiary corporation as a result of the exercise
of a Stock Option. The Optionee may pay all or a portion of the tax withholding by cash or check payable to the Company, or, at
the discretion of the Administrator, upon such terms as the Administrator shall approve, by (i) cashless exercise or attestation
exercise; (ii) stock-for-stock exercise; (iii) in the case of an Option, by paying all or a portion of the tax withholding for
the number of shares being purchased by withholding shares from any transfer or payment to the Optionee ("STOCK WITHHOLDING");
or (iv) a combination of one or more of the foregoing payment methods. Any shares issued pursuant to the exercise of an Option
and transferred by the Optionee to the Company for the purpose of satisfying any withholding obligation shall not again be available
for purposes of the Plan. The Fair Market Value of the number of shares subject to Stock Withholding shall not exceed an amount
equal to the applicable minimum required tax withholding rates.


 


8.3. SERVICES RENDERED.
At the discretion of the Administrator, shares of Stock may be awarded under the Plan in consideration of services rendered to
the Company, a Parent or a Subsidiary prior to the award.


 


8.4. PROMISSORY NOTE.
To the extent that a Stock Option Agreement or Stock Purchase Agreement so provides, in the discretion of the Administrator, upon
such terms as the Administrator shall approve, all or a portion of the Exercise Price or Purchase Price (as the case may be) of
shares issued under the Plan may be paid with a full-recourse promissory note; PROVIDED, HOWEVER, that payment of any portion of
the Exercise Price by promissory note shall not be permitted where such loan would be prohibited by applicable laws, regulations
and rules of the Securities and Exchange Commission and any other governmental agency having jurisdiction. However, in the event
there is a stated par value of the shares and applicable law requires, the par value of the shares, if newly issued, shall be paid
in cash or cash equivalents. The shares shall be pledged as security for payment of the principal amount of the promissory note
and interest thereon. The interest rate payable under the terms of the promissory note shall not be less than the minimum rate
(if any) required to avoid the imputation of additional interest under the Code. Subject to the foregoing, the Administrator (at
its sole discretion) shall specify the term, interest rate, amortization requirements (if any) and other provisions of such note.
Unless the Administrator determines otherwise, shares of Stock having a Fair Market Value at least equal to the principal amount
of the loan shall be pledged by the holder to the Company as security for payment of the unpaid balance of the loan and such pledge
shall be evidenced by a pledge agreement, the terms of which shall be determined by the Administrator, in its discretion; PROVIDED,
HOWEVER, that each loan shall comply with all applicable laws, regulations and rules of the Board of Governors of the Federal Reserve
System and any other governmental agency having jurisdiction.


 






     


     


    

 


8.5. EXERCISE/PLEDGE.
To the extent that a Stock Option Agreement or Stock Purchase Agreement so allows, in the discretion of the Administrator, upon
such terms as the Administrator shall approve, payment may be made all or in part by the delivery (on a form prescribed by the
Administrator) of an irrevocable direction to pledge shares to a securities broker or lender approved by the Company, as security
for a loan, and to deliver all or part of the loan proceeds to the Company in payment of all or part of the Exercise Price and
any withholding taxes.


 


8.6. WRITTEN NOTICE.
The purchaser shall deliver a written notice to the Administrator requesting that the Company direct the transfer agent to issue
to the purchaser (or to his designee) a certificate for the number of shares of Common Stock being exercised or purchased or, in
the case of a cashless exercise or share withholding exercise, for any shares that were not sold in the cashless exercise or withheld.


 


8.7. REPURCHASE RIGHTS.
Each Stock Purchase Agreement may provide that the Company may repurchase the Participant's Rights as provided in this SECTION
8.7 (the "REPURCHASE RIGHT").


 


a. REPURCHASE PRICE.
The Repurchase Right shall be exercisable at a price equal to the Purchase Price.


 


b. EXERCISE OF REPURCHASE
RIGHT. A Repurchase Right may be exercised only within 90 days after the termination of the Participant's Service for cash or for
cancellation of indebtedness incurred in purchasing the shares; PROVIDED, HOWEVER, the Repurchase Right shall lapse at least as
rapidly as to 20% of the Restricted Stock purchased hereunder each year over a period of five years from the date the Restricted
Stock is purchased.


 


8.8. TERMINATION OF
REPURCHASE RIGHT. Each Stock Purchase Agreement shall provide that the Repurchase Rights shall have no effect with respect to,
or shall lapse and cease to have effect when a determination is made by counsel for the Company that such Repurchase Rights are
not permitted under applicable federal or state securities laws.


 


8.9. NO TRANSFERABILITY.
Except as provided herein, a Participant may not assign, sell or transfer Rights, in whole or in part, other than by will or by
operation of the laws of descent and distribution.


 






     


     


    

 


8.9.1. PERMITTED TRANSFER
OF NON-QUALIFIED OPTION. The Administrator, in its sole discretion may permit the transfer of a Non-Qualified Option (but not an
ISO or Stock Purchase Right) as follows: (i) by gift to a member of the Participant's immediate family or (ii) by transfer by instrument
to a trust providing that the Option is to be passed to beneficiaries upon death of the trustor (either or both (i) or (ii) referred
to as a "PERMITTED TRANSFEREE"). For purposes of this SECTION 8.9.1, "IMMEDIATE FAMILY" shall mean the Optionee's
spouse (including a former spouse subject to terms of a domestic relations order); child, stepchild, grandchild, child-in-law;
parent, stepparent, grandparent, parent-in-law; sibling and sibling-in-law, and shall include adoptive relationships.


 


8.9.2. CONDITIONS OF
PERMITTED TRANSFER. A transfer permitted under this Section 8.9 hereof may be made only upon written notice to and approval thereof
by Administrator. A Permitted Transferee may not further assign, sell or transfer the transferred Option, in whole or in part,
other than by will or by operation of the laws of descent and distribution. A Permitted Transferee shall agree in writing to be
bound by the provisions of this Plan.


 


SECTION 9: ADJUSTMENTS; MARKET STAND-OFF


 


9.1. EFFECT OF CERTAIN
CHANGES.


 


9.1.1. STOCK DIVIDENDS,
SPLITS, ETC. If there is any change in the number of outstanding shares of Stock by reason of a stock split, reverse stock split,
stock dividend, recapitalization, combination or reclassification, then (i) the number of shares of Stock available for Rights,
(ii) the number of shares of Stock covered by outstanding Rights and (iii) the Exercise Price or Purchase Price of any Stock Option
or Purchase Right, in effect prior to such change, shall be proportionately adjusted by the Administrator to reflect any increase
or decrease in the number of issued shares of Stock; provided, however, that any fractional shares resulting from the adjustment
shall be eliminated.


 


9.1.2. LIQUIDATION,
DISSOLUTION, MERGER OR CONSOLIDATION. In the event of a dissolution or liquidation of the Company, or any corporate separation
or division, including, but not limited to, a split-up, a split-off or a spin-off, or a sale of substantially all of the assets
of the Company; a merger or consolidation in which the Company is not the Surviving Entity; a reverse merger in which the Company
is the Surviving Entity, but the shares of Company stock outstanding immediately preceding the merger are converted by virtue of
the merger into other property, whether in the form of securities, cash or otherwise; or the transfer of more than 80% of the then
outstanding voting stock of the Company to another person or entity, then, the Company, to the extent permitted by applicable law,
but otherwise in its sole discretion may provide for: (i) the continuation of outstanding Rights by the Company (if the Company
is the Surviving Entity); (ii) the assumption of the Plan and such outstanding Rights by the Surviving Entity or its parent; (iii)
the substitution by the Surviving Entity or its parent of Rights with substantially the same terms for such outstanding Rights;
or (iv) the cancellation of such outstanding Rights without payment of any consideration, provided that if such Rights would be
canceled in accordance with the foregoing, the Participant shall have the right, exercisable during later of the ten-day period
ending on the fifth day prior to such merger or consolidation or ten days after the Administrator provides the Rights holder a
notice of cancellation, to exercise the vested of such Rights in whole or in part, or, if provided for by the Administrator using
its sole discretion in a notice of cancellation, to exercise such Rights in whole or in part without regard to any vesting provisions
in the Rights agreement.


 






     


     


    

 


9.1.3. FURTHER ADJUSTMENTS.
Subject to Section 9.1.2, the Administrator shall have the discretion, exercisable at any time before a sale, merger, consolidation,
organization, liquidation or Change in Control, to take such further action as it determines to be necessary or advisable, and
fair and equitable to Participants, with respect to Rights. Such authorized action may include (but shall not be limited to) establishing,
amending or waiving the type, terms, conditions or duration of, or restrictions on, Rights so as to provide for earlier, later,
extended or additional time for exercise and other modifications, and the Administrator may take such actions with respect to all
Participants, to certain categories of Participants or only to individual Participants. The Administrator may take such action
before or after granting Rights to which the action relates and before or after any public announcement with respect to such sale,
merger, consolidation, reorganization, liquidation or Change in Control that is the reason for such action.


 


9.1.4. PAR VALUE CHANGES.
In the event of a change in the Stock of the Company as presently constituted which is limited to a change of all of its authorized
shares with par value, into the same number of shares without par value, or a change in the par value, the shares resulting from
any such change shall be "Stock" within the meaning of the Plan.


 


9.2. DECISION OF ADMINISTRATOR
FINAL. To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made
by the Administrator, whose determination in that respect shall be final, binding and conclusive; PROVIDED, HOWEVER, that each
ISO granted pursuant to the Plan shall not be adjusted in a manner that causes such Stock Option to fail to continue to qualify
as an ISO without the prior consent of the Optionee thereof.


 


9.3. NO OTHER RIGHTS.
Except as hereinbefore expressly provided in this SECTION 9, no Participant shall have any rights by reason of any subdivision
or consolidation of shares of Company stock or the payment of any dividend or any other increase or decrease in the number of shares
of Company stock of any class or by reason of any of the events described in SECTION 9.1, above, or any other issue by the Company
of shares of stock of any class, or securities convertible into shares of stock of any class; and, except as provided in this SECTION
9, none of the foregoing events shall affect, and no adjustment by reason thereof shall be made with respect to, the number or
price of shares of Stock subject to Rights. The grant of a Right pursuant to the Plan shall not affect in any way the right or
power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or
to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or part of its business or assets.


 






     


     


    

 


9.4. MARKET STAND-OFF.
Each Stock Option Agreement and Stock Purchase Agreement may provide that, in connection with any underwritten public offering
by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933,
as amended, the Participant shall agree not to sell, make any short sale of, loan, hypothecate, pledge, grant any option for the
repurchase of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with
respect to any Stock without the prior written consent of the Company or its underwriters, for such period of time from and after
the effective date of such registration statement as may be requested by the Company or such underwriters (the "MARKET STAND-OFF").


 


SECTION 10: AMENDMENT AND TERMINATION


 


The Board may amend,
suspend or terminate the Plan at any time and for any reason. At the time of such amendment, the Board shall determine, upon advice
from counsel, whether such amendment will be contingent on shareholder approval.


 


SECTION 11: GENERAL PROVISIONS


 


11.1. GENERAL RESTRICTIONS.


 


11.1.1. NO VIEW TO
DISTRIBUTE. The Administrator may require each person acquiring shares of Stock pursuant to the Plan to represent to and agree
with the Company in writing that such person is acquiring the shares without a view towards distribution thereof. The certificates
for such shares may include any legend that the Administrator deems appropriate to reflect any restrictions on transfer.


 


11.1.2. LEGENDS. All
certificates for shares of Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions
as the Administrator may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Stock is then listed and any applicable federal or state securities laws, and the Administrator
may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.


 


11.1.3. NO RIGHTS AS
SHAREHOLDER. Except as specifically provided in this Plan, a Participant or a transferee of a Right shall have no rights as a shareholder
with respect to any shares covered by the Rights until the date of the issuance of a Stock certificate to him or her for such shares,
and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions
of other rights for which the record date is prior to the date such Stock certificate is issued, except as provided in Section
9.1, hereof.


 


11.2. OTHER COMPENSATION
ARRANGEMENTS. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements,
subject to shareholder approval if such approval is required; and such arrangements may be either generally applicable or applicable
only in specific cases.


 






     


     


    

 


11.3. DISQUALIFYING
DISPOSITIONS. Any Participant who shall make a "DISPOSITION" (as defined in Section 424 of the Code) of all or any portion
of an ISO within two years from the date of grant of such ISO or within one year after the issuance of the shares of Stock acquired
upon exercise of such ISO shall be required to immediately advise the Company in writing as to the occurrence of the sale and the
price realized upon the sale of such shares of Stock.


 


11.4. REGULATORY MATTERS.
Each Stock Option Agreement and Stock Purchase Agreement shall provide that no shares shall be purchased or sold thereunder unless
and until (i) any then applicable requirements of state or federal laws and regulatory agencies shall have been fully complied
with to the satisfaction of the Company and its counsel and (ii) if required to do so by the Company, the Optionee or Offeree shall
have executed and delivered to the Company a letter of investment intent in such form and containing such provisions as the Board
or Committee may require.


 


11.5. RECAPITALIZATIONS.
Each Stock Option Agreement and Stock Purchase Agreement shall contain provisions required to reflect the provisions of SECTION
9.


 


11.6. DELIVERY. Upon
exercise of a Right granted under this Plan, the Company shall issue Stock or pay any amounts due within a reasonable period of
time thereafter. Subject to any statutory obligations the Company may otherwise have, for purposes of this Plan, thirty days shall
be considered a reasonable period of time.


 


11.7. OTHER PROVISIONS.
The Stock Option Agreements and Stock Purchase Agreements authorized under the Plan may contain such other provisions not inconsistent
with this Plan, including, without limitation, restrictions upon the exercise of the Rights, as the Administrator may deem advisable.


 


SECTION 12: INFORMATION TO PARTICIPANTS


 


To the extent necessary
to comply with California law, the Company each year shall furnish to Participants its balance sheet and income statement unless
such Participants are limited to key Employees whose duties with the Company assure them access to equivalent information.


 


SECTION 13: EFFECTIVE DATE OF PLAN


 


The effective date
of this Plan is November 23, 2005. The adoption of the Plan is subject to approval by the Company's shareholders, which approval
must be obtained within 12 months from the date the Plan is adopted by the Board. In the event that the shareholders fail to approve
the Plan within 12 months after its adoption by the Board, any grants of Options or sales or awards of shares that have already
occurred shall be rescinded, and no additional grants, sales or awards shall be made thereafter under the Plan.


 


SECTION 14: TERM OF PLAN


 


The Plan shall terminate
automatically on November 22, 2015, but no later than prior to the 10th anniversary of the effective date. No Right shall be granted
pursuant to the Plan after such date, but Rights theretofore granted may extend beyond that date. The Plan may be terminated on
any earlier date pursuant to SECTION 10 hereof.


 






     


     


    

 


SECTION 15: EXECUTION


 


To record the adoption
of the Plan by the Board, the Company has caused its authorized officer to execute the same as of November 23, 2005.


 


PEOPLE'S LIBERATION, INC.


 


/s/ Darryn Barber


 


-----------------------------


 


By: Darryn Barber


 


Its: Chief Financial Officer