Exhibit
10.2


 


Shimmick
Construction Company, Inc.


 


Incentive
Plan


 


(Adopted
on November 18, 2015)


 


Section
1. Purpose; Definitions.


 


1.1. Purpose. The
purpose of the Plan is to enable the Company to offer to its employees, officers, directors and consultants whose past, present
and/or potential future contributions to the Company and its Subsidiaries have been, are or will be important to the success of
the Company, an opportunity to acquire a proprietary interest in the Company. The various types of long-term incentive awards
that may be provided under the Plan will enable the Company to respond to changes in compensation practices, tax laws, accounting
regulations and the size and diversity of its businesses.


 


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


 


(a) “Agreement”
means the agreement between the Company and the Holder, or such other document as may be determined by the Committee, setting
forth the terms and conditions of an award under the Plan.


 


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


 


(c) 
“Code” means the Internal Revenue Code of 1986, as amended from time to time.


 


(d) 
“Committee” means the committee of the Board designated to administer the Plan as provided in Section 2.1. If no Committee
is so designated, then all references in this Plan to “Committee” shall mean the Board.


 


(e) 
“Common Stock” means the Common Stock of the Company, par value $0.0001 per share.


 


(f) 
“Company” means Shimmick Construction Company, Inc., a corporation organized under the laws of the State of California.


 


(g) 
“Disability” means physical or mental impairment as determined under procedures established by the Committee for purposes
of the Plan.


 


(h) 
“Effective Date” means the date determined pursuant to Section 12.1.


 


(i) 
“Fair Market Value,” unless otherwise required by any applicable provision of the Code or any regulations issued thereunder,
means, as of any given date: (i) if the Common Stock is listed on a national securities exchange or is traded over-the-counter
and last sale information is available, the last sale price of the Common Stock in the principal trading market for the Common
Stock on such date, as reported by the exchange or by such source that the Committee deems reliable, as the case may be; or (ii)
if the fair market value of the Common Stock cannot be determined pursuant to clause (i), such price as the Committee shall determine,
in good faith.


 



     


     


    

 


(j) 
“Holder” means a person who has received an award under the Plan.


 


(k)
  “Incentive Bonus” means a bonus opportunity awarded under Section 9 pursuant to which a recipient may become
entitled to receive an amount based on satisfaction of such Performance Goals as are specified in the award Agreement.


 


(l) 
“Incentive Stock Option” means any Stock Option intended to be and designated as an “incentive stock option”
within the meaning of Section 422 of the Code.


 


(m) “Non-qualified
Stock Option” means any Stock Option that is not an Incentive Stock Option.


 


(n) “Normal
Retirement” means retirement from active employment with the Company or any Subsidiary on or after such age which may be
designated by the Committee as “retirement age” for any particular Holder. If no age is designated, it shall be 65.


 


(o) 
“Other Stock-Based Award” means an award under Section 8 that is valued in whole or in part by reference to, or is
otherwise based upon, Common Stock.


 


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


 



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(r)
  “Performance Goal” means any goals the Committee establishes that relate to one or more of the following with
respect to the Company or any one or more of its Subsidiaries or its or their respective business units, in all cases before Excluded
Items (defined below) except as otherwise determined by the Committee upon the grant of an award: sales or other revenues; cost
of goods sold; gross profit; expenses or expense or cost reductions; income or earnings, including net income or income from operations;
earnings before one or more items such as interest, taxes, depreciation and amortization; margins; working capital or any of its
components, including accounts receivable, inventories or accounts payable; assets or productivity of assets; return on shareholders’
equity, capital, assets or other financial measure that appears on the Company’s financial statements or is derived from
one or more amounts that appear on the Company’s financial statements; stock price; dividend payments; economic value added,
or other measure of profitability that considers the cost of capital employed; cash flow; debt or ratio of debt to equity or other
financial measure that appears on the Company’s financial statements or is derived from one or more amounts that appear
on the Company’s financial statements; net increase (decrease) in cash and cash equivalents; customer satisfaction; market
share; product quality; new product introductions or launches; sustainability, including energy or materials utilization; business
efficiency measures; retail sales; safety; or any combination of the foregoing. Performance Goals also may include earnings per
share on a consolidated basis and total shareholder return. Unless otherwise determined by the Committee at the time of grant,
as to each Performance Goal, the relevant measurement of performance shall be computed in accordance with U.S. generally accepted
accounting principles to the extent applicable, but will exclude the effects of the following: (i) charges for reorganizing and
restructuring, (ii) discontinued operations, (iii) asset write-downs, (iv) gains or losses on the disposition of a business or
business segment or arising from the sale of assets outside the ordinary course of business, (v) changes in tax or accounting
principles, regulations or laws, (vi) extraordinary, unusual, transition, one-time and/or non-recurring expenses, revenues or
other items of gain or loss, (vii) changes in interest expenses as a result of modified debt structures and (viii) mergers and
acquisitions, that, in case of each of the foregoing, the Company identifies in its publicly filed periodic or current reports,
its audited financial statements, including notes to the financial statements, or the Management’s Discussion and Analysis
section of the Company’s annual report, to the extent applicable (collectively, the “Excluded Items”). With
respect to any award intended to qualify as performance-based compensation under Section 162(m) of the Code, such exclusions shall
be made only to the extent consistent with Section 162(m) of the Code. To the extent consistent with Section 162(m) of the Code,
the Committee may also provide for other adjustments to Performance Goals in the Agreement or plan document evidencing any award.
In addition, the Committee may appropriately adjust any evaluation of performance under a Performance Goal to exclude any of the
following events that occurs during a performance period: (i) litigation, claims, judgments or settlements; (ii) the effects of
changes in other laws or regulations affecting reported results; and (iii) accruals of any amounts for payment under this Plan
or any other compensation arrangements maintained by the Company; provided that, with respect to any award intended to qualify
as performance-based compensation under Section 162(m) of the Code, such adjustment may be made only to the extent consistent
with Code Section 162(m) of the Code. Where applicable, the Performance Goals may be expressed, without limitation, in terms of
attaining a specified level of the particular criterion or the attainment of an increase or decrease (expressed as absolute numbers,
averages and/or percentages) in the particular criterion or achievement in relation to a peer group or other index. The Performance
Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance
at which specified payments will be paid (or specified vesting will occur), and a maximum level of performance above which no
additional payment will be made (or at which full vesting will occur). In addition, in the case of awards that the Committee determines
at the date of grant will not be considered “performance based compensation” under Section 162(m) of the Code, the
Administrator may establish other Performance Goals and provide for other exclusions or adjustments not listed in this Plan.


 



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(s) 
“Plan” means the Company’s Incentive Plan, as hereinafter amended from time to time.


 


(t) 
“Repurchase Value” shall mean the Fair Market Value if the award to be settled under Section 2.2(d) or repurchased
under Section 5.2(l) or 10.2 is comprised of shares of Common Stock and the difference between Fair Market Value and the Exercise
Price (if lower than Fair Market Value) if the award is a Stock Option or Stock Appreciation Right; in each case, multiplied by
the number of shares subject to the award.


 


(u) 
“Restricted Stock” means Common Stock received under an award made pursuant to Section 7 that is subject to restrictions
under Section 7.


 


(v)
 “SAR Value” means the excess of the Fair Market Value (on the exercise date) over (a) the exercise price that
the participant would have otherwise had to pay to exercise the related Stock Option or (b) if a Stock Appreciation Right is granted
unrelated to a Stock Option, the Fair Market Value of a share of Common Stock on the date of grant of the Stock Appreciation Right,
in either case, multiplied by the number of shares for which the Stock Appreciation Right is exercised.


 


(w) 
“Stock Appreciation Right” means the right to receive from the Company, without a cash payment to the Company, a number
of shares of Common Stock equal to the SAR Value divided by the Fair Market Value (on the exercise date).


 



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(x) 
“Stock Option” or “Option” means any option to purchase shares of Common Stock which is granted pursuant
to the Plan.


 


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


 


(z) 
“Vest” means to become exercisable or to otherwise obtain ownership rights in an award.


 


Section
2. Administration.


 


2.1. Committee
Membership. The Plan shall be administered by the Board or a Committee. If administered by a Committee, such Committee
shall be composed of at least two directors, all of whom are “outside directors” within the meaning of the regulations
issued under Section 162(m) of the Code and “non-employee” directors within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended. Committee members shall serve for such term as the Board may in each case determine and shall
be subject to removal at any time by the Board.


 


2.2. Powers
of Committee. The Committee shall have full authority to award, pursuant to the terms of the Plan: (i) Stock Options,
(ii) Stock Appreciation Rights, (iii) Restricted Stock, (iv) Other Stock-Based Awards, and/or (v) Incentive Bonuses. For purposes
of illustration and not of limitation, the Committee shall have the authority (subject to the express provisions of this Plan):


 


(a) to
select the officers, employees, directors and consultants of the Company or any Subsidiary to whom Stock Options, Stock Appreciation
Rights, Restricted Stock, Other Stock-Based Awards and/or Incentive Bonuses may from time to time be awarded hereunder;


 


(b) to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder (including, but
not limited to, number of shares, share exercise price or types of consideration paid upon exercise of such options, such as other
securities of the Company or other property, any restrictions or limitations, and any vesting, exchange, surrender, cancellation,
acceleration, termination, exercise or forfeiture provisions, or any Performance Goals, as the Committee shall determine);


 


(c) to
determine the terms and conditions under which awards granted hereunder are to operate on a tandem basis and/or in conjunction
with or apart from other awards under this Plan and cash and non-cash awards made by the Company or any Subsidiary outside of
this Plan; and


 


(d) to
make payments and distributions with respect to awards (i.e., to “settle” awards) through cash payments in
an amount equal to the Repurchase Value.


 


The
Committee may not modify or amend any outstanding Option or Stock Appreciation Right to reduce the exercise price of such Option
or Stock Appreciation Right, as applicable, below the exercise price as of the date of grant of such Option or Stock Appreciation
Right. In addition, no Option or Stock Appreciation Right may be granted in exchange for the cancellation or surrender of an Option
or Stock Appreciation Right or other award having a higher exercise price.


 



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Notwithstanding
anything to the contrary, the Committee shall not grant to any one Holder in any one calendar year awards for more than 500,000
shares in the aggregate or Incentive Bonuses for more than $5,000,000 in the aggregate. In all cases, determinations of these
limits should be made in a manner that is consistent with the exemption for performance-based compensation that Section 162(m)
of the Code provides.


 


2.3. Interpretation
of Plan. Subject to Section 11, the Committee shall have the authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan as it shall from time to time deem advisable, to interpret the terms and provisions
of the Plan and any award issued under the Plan (and to determine the form and substance of all agreements relating thereto),
and to otherwise supervise the administration of the Plan. Subject to Section 11, all decisions made by the Committee pursuant
to the provisions of the Plan shall be made in the Committee’s sole discretion and shall be final and binding upon all persons,
including the Company, its Subsidiaries and Holders.


 


Section
3. Stock Subject to Plan.


 


3.1. Number
of Shares. The total number of shares of Common Stock reserved and available for issuance under the Plan shall be 1,500,000
shares. Shares of Common Stock under the Plan (“Shares”) may consist, in whole or in part, of authorized and unissued
shares or treasury shares. If any shares of Common Stock that have been granted pursuant to a Stock Option cease to be subject
to a Stock Option, or if any shares of Common Stock that are subject to any Stock Appreciation Right, Restricted Stock award or
Other Stock-Based Award granted hereunder are forfeited, or any such award otherwise terminates without a payment being made to
the Holder in the form of Common Stock, such shares shall again be available for distribution in connection with future grants
and awards under the Plan. Shares of Common Stock that are surrendered by a Holder or withheld by the Company as full or partial
payment in connection with any award under the Plan, as well as any shares of Common Stock surrendered by a Holder or withheld
by the Company or one of its Subsidiaries to satisfy the tax withholding obligations related to any award under the Plan, shall
not be available for subsequent awards under the Plan.


 


3.2. Adjustment
Upon Changes in Capitalization, Etc. In the event of any common stock dividend payable on shares of Common Stock, Common
Stock split or reverse split, combination or exchange of shares of Common Stock, or other extraordinary or unusual event which
results in a change in the shares of Common Stock of the Company as a whole, the Committee shall determine, in its sole discretion,
whether such change equitably requires an adjustment in the terms of any award in order to prevent dilution or enlargement of
the benefits available under the Plan (including number of shares subject to the award and the exercise price) or the aggregate
number of shares reserved for issuance under the Plan. Any such adjustments will be made by the Committee, whose determination
will be final, binding and conclusive.


 


Section
4. Eligibility.


 


Awards
may be made or granted to employees, officers, directors and consultants who are deemed to have rendered or to be able to render
significant services to the Company or its Subsidiaries and who are deemed to have contributed or to have the potential to contribute
to the success of the Company and which recipients are qualified to receive options under the regulations governing Form S-8 registration
statements under the Securities Act of 1933, as amended (“Securities Act”). No Incentive Stock Option shall be granted
to any person who is not an employee of the Company or an employee of a Subsidiary at the time of grant or so qualified as set
forth in the immediately preceding sentence. Notwithstanding the foregoing, an award may also be made or granted to a person in
connection with his hiring or retention, or at any time on or after the date he reaches an agreement (oral or written) with the
Company with respect to such hiring or retention, even though it may be prior to the date the person first performs services for
the Company or its Subsidiaries; provided, however, that no portion of any such award shall vest prior to the date the person
first performs such services and the date of grant shall be deemed to be the date hiring or retention commences.


 



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Section
5. Stock Options.


 


5.1. Grant
and Exercise. Stock Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Non-qualified
Stock Options. Any Stock Option granted under the Plan shall contain such terms, not inconsistent with this Plan, or with respect
to Incentive Stock Options, not inconsistent with the Plan and the Code, as the Committee may from time to time approve. The Committee
shall have the authority to grant Incentive Stock Options or Non-qualified Stock Options, or both types of Stock Options which
may be granted alone or in addition to other awards granted under the Plan.


 


5.2. Terms
and Conditions. Stock Options granted under the Plan shall be subject to the following terms and conditions:


 


(a) Option
Term. The term of each Stock Option shall be fixed by the Committee; provided, however, that no Stock Option may be exercisable
after the expiration of ten years from the date of grant; provided, further, that no Incentive Stock Option granted to a person
who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of voting stock
of the Company (“10% Shareholder”) may be exercisable after the expiration of five years from the date of grant.


 


(b) Exercise
Price. The exercise price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee
at the time of grant; provided, however, that the exercise price of a Stock Option may not be less than 100% of the Fair Market
Value on the date of grant or, if greater, the par value of a share of Common Stock; provided, further, that the exercise price
of an Incentive Stock Option granted to a 10% Shareholder may not be less than 110% of the Fair Market Value on the date of grant.


 


(c) Exercisability. Stock
Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee.
The Committee intends generally to provide that Stock Options be exercisable only in installments, i.e., that they vest over time,
typically over a four-year period. The Committee may waive such installment exercise provisions at any time at or after the time
of grant in whole or in part, based upon such factors as the Committee determines.


 


(d) Method
of Exercise. Subject to whatever installment, exercise and waiting period provisions are applicable in a particular case,
Stock Options may be exercised in whole or in part at any time during the term of the Option by giving written notice of exercise
to the Company specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in
full of the purchase price, which shall be in cash or, if provided in the Agreement, either in shares of Common Stock (including
Restricted Stock and other contingent awards under this Plan) or partly in cash and partly in such Common Stock, or such other
means which the Committee determines are consistent with the Plan’s purpose and applicable law. Cash payments shall be made
by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; provided, however,
that the Company shall not be required to deliver certificates for shares of Common Stock with respect to which an Option is exercised
until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof (except that,
in the case of an exercise arrangement approved by the Committee and described in the last sentence of this paragraph, payment
may be made as soon as practicable after the exercise). The Committee may permit a Holder to elect to pay the Exercise Price upon
the exercise of a Stock Option by irrevocably authorizing a third party to sell shares of Common Stock (or a sufficient portion
of the shares) acquired upon exercise of the Stock Option and remit to the Company a sufficient portion of the sale proceeds to
pay the entire Exercise Price and any tax withholding resulting from such exercise.


 



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(e) Stock
Payments. Payments in the form of Common Stock shall be valued at the Fair Market Value on the date of exercise. Such
payments shall be made by delivery of stock certificates in negotiable form that are effective to transfer good and valid title
thereto to the Company, free of any liens or encumbrances.


 


(f) Transferability. Except
as may be set forth in the next sentence of this Section or in the Agreement, no Stock Option shall be transferable by the Holder
other than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Holder’s
lifetime, only by the Holder (or, to the extent of legal incapacity or incompetency, the Holder’s guardian or legal representative).
Notwithstanding the foregoing, a Holder, with the approval of the Committee, may transfer a Non-Qualified Stock Option (i) (A)
by gift, for no consideration, or (B) pursuant to a domestic relations order, in either case, to or for the benefit of the Holder’s
“Immediate Family” (as defined below), or (ii) to an entity in which the Holder and/or members of Holder’s Immediate
Family own more than fifty percent of the voting interest, subject to such limits as the Committee may establish and the execution
of such documents as the Committee may require, and the transferee shall remain subject to all the terms and conditions applicable
to the Non-Qualified Stock Option prior to such transfer. The term “Immediate Family” shall mean any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing the Holder’s household
(other than a tenant or employee), a trust in which these persons have more than fifty percent beneficial interest, and a foundation
in which these persons (or the Holder) control the management of the assets. The Committee may, in its sole discretion, permit
transfer of an Incentive Stock Option in a manner consistent with applicable tax and securities law upon the Holder’s request.


 


(g) Termination
by Reason of Death. If a Holder’s employment by, or association with, the Company or a Subsidiary terminates by
reason of death, any Stock Option held by such Holder, unless otherwise determined by the Committee and set forth in the Agreement,
shall thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of death may
thereafter be exercised by the legal representative of the estate or by the legatee of the Holder under the will of the Holder,
for a period of one year (or such other greater or lesser period as the Committee may specify in the Agreement) from the date
of such death or until the expiration of the stated term of such Stock Option, whichever period is shorter.


 


(h) Termination
by Reason of Disability. If a Holder’s employment by, or association with, the Company or any Subsidiary terminates
by reason of Disability, any Stock Option held by such Holder, unless otherwise determined by the Committee and set forth in the
Agreement, shall thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of
termination may thereafter be exercised by the Holder for a period of one year (or such other greater or lesser period as the
Committee may specify in the Agreement) from the date of such termination or until the expiration of the stated term of such Stock
Option, whichever period is shorter.


 



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(i) Termination
by Reason of Normal Retirement. Subject to the provisions of Section 13.3, if such Holder’s employment by, or association
with, the Company or any Subsidiary terminates due to Normal Retirement, any Stock Option held by such Holder, unless otherwise
determined by the Committee and set forth in the Agreement, shall thereupon automatically terminate, except that the portion of
such Stock Option that has vested on the date of termination may thereafter be exercised by the Holder for a period of one year
in the case of a Non-Qualified Stock Option or three months in the case of an Incentive Stock Option (or such other greater or
lesser period as the Committee may specify in the Agreement) from the date of such termination or until the expiration of the
stated term of such Stock Option, whichever period is shorter.


 


(j) Other
Termination. Subject to the provisions of Section 13.4, if such Holder’s employment by, or association with, the
Company or any Subsidiary terminates for any reason other than death, Disability or Normal Retirement, any Stock Option held by
such Holder, unless otherwise determined by the Committee and set forth in the Agreement, shall thereupon automatically terminate,
except that, if the Holder’s employment is terminated by the Company or a Subsidiary without cause, the portion of such
Stock Option that has vested on the date of termination may thereafter be exercised by the Holder for a period of three months
(or such other greater or lesser period as the Committee may specify in the Agreement) from the date of such termination or until
the expiration of the stated term of such Stock Option, whichever period is shorter.


 


(k)
 Incentive Stock Options. The aggregate Fair Market Value (on the date of grant of the Stock Option) with respect
to which Incentive Stock Options become exercisable for the first time by a Holder during any calendar year (under all such plans
of the Company and its Parent and Subsidiaries) shall not exceed $100,000. To the extent that any Stock Option intended to qualify
as an Incentive Stock Option does not so qualify, including by reason of the immediately preceding sentence, it shall constitute
a separate Non-qualified Stock Option. The Company shall have no liability to any Holder or any other person if a Stock Option
designated as an Incentive Stock Option fails to qualify as such at any time or if a Stock Option is determined to constitute
“nonqualified deferred compensation” within the meaning of Section 409A of the Code and the terms of such Stock Option
do not satisfy the requirements of Section 409A of the Code.


 


(l) Buyout
and Settlement Provisions. The Committee may at any time, in its sole discretion, offer to repurchase a Stock Option
previously granted, at a purchase price not to exceed the Repurchase Value, based upon such terms and conditions as the Committee
shall establish and communicate to the Holder at the time that such offer is made.


 


(m) Rights
as Shareholder. A Holder shall have none of the rights of a Shareholder with respect to the shares subject to the Option until
such shares shall be transferred to the Holder upon the exercise of the Option.


 






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Section
6. Stock Appreciation Rights.


 


6.1. Grant
and Exercise.  Subject to the terms and conditions of the Plan, the Committee may grant Stock Appreciation Rights in
tandem with an Option or alone and unrelated to an Option. The Committee may grant Stock Appreciation Rights to participants who
have been or are being granted Stock Options under the Plan as a means of allowing such participants to exercise their Stock Options
without the need to pay the exercise price in cash. In the case of a Non-qualified Stock Option, a Stock Appreciation Right may
be granted either at or after the time of the grant of such Non-qualified Stock Option. In the case of an Incentive Stock Option,
a Stock Appreciation Right may be granted only at the time of the grant of such Incentive Stock Option.


 


6.2. Terms
and Conditions. Stock Appreciation Rights shall be subject to the following terms and conditions:


 


(a) Exercisability. Stock
Appreciation Rights shall be exercisable as shall be determined by the Committee and set forth in the Agreement, subject, for
Stock Appreciation Rights granted in tandem with an Incentive Stock Option, to the limitations, if any, imposed by the Code with
respect to related Incentive Stock Options.


 


(b) Termination. All
or a portion of a Stock Appreciation Right granted in tandem with a Stock Option shall terminate and shall no longer be exercisable
upon the termination or after the exercise of the applicable portion of the related Stock Option.


 


(c) Method
of Exercise.  Stock Appreciation Rights shall be exercisable upon such terms and conditions as shall be determined by
the Committee and set forth in the Agreement and, for Stock Appreciation Rights granted in tandem with a Stock Option, by surrendering
the applicable portion of the related Stock Option. Upon exercise of all or a portion of a Stock Appreciation Right and, if applicable,
surrender of the applicable portion of the related Stock Option, the Holder shall be entitled to receive a number of shares of
Common Stock equal to the SAR Value divided by the Fair Market Value on the date the Stock Appreciation Right is exercised.


 


(d) Shares
Available Under Plan. The granting of a Stock Appreciation Right in tandem with a Stock Option shall not affect the number
of shares of Common Stock available for awards under the Plan. The number of shares available for awards under the Plan will,
however, be reduced by the number of shares of Common Stock acquirable upon exercise of the Stock Option to which such Stock Appreciation
Right relates.


 


Section
7. Restricted Stock.


 


7.1. Grant. Shares
of Restricted Stock may be awarded either alone or in addition to other awards granted under the Plan. The Committee shall determine
the eligible persons to whom, and the time or times at which, grants of Restricted Stock will be awarded, the number of shares
to be awarded, the price (if any) to be paid by the Holder, the time or times within which such awards may be subject to forfeiture,
including upon termination of employment or failure of performance conditions (“Restriction Period”), the vesting
schedule and rights to acceleration thereof, the Performance Goal(s), if any, and level of achievement versus the Performance
Goal(s) that shall determine the number of shares of Restricted Stock granted, issued and/or vested, the term of the performance
period, if any, as to which performance will be measured for determining the number of such shares of Restricted Stock and all
other terms and conditions of the awards.


 



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7.2. Terms
and Conditions. Each Restricted Stock award shall be subject to the following terms and conditions:


 


(a) Certificates. Restricted
Stock, when issued, will be represented by a stock certificate or certificates registered in the name of the Holder to whom such
Restricted Stock shall have been awarded. During the Restriction Period, certificates representing the Restricted Stock and any
securities constituting Retained Distributions (as defined below) shall bear a legend to the effect that ownership of the Restricted
Stock (and such Retained Distributions) and the enjoyment of all rights appurtenant thereto are subject to the restrictions, terms
and conditions provided in the Plan and the Agreement. Such certificates shall be deposited by the Holder with the Company, together
with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all
or any portion of the Restricted Stock and any securities constituting Retained Distributions that shall be forfeited or that
shall not become vested in accordance with the Plan and the Agreement.


 


(b) Rights
of Holder. Restricted Stock shall constitute issued and outstanding shares of Common Stock for all corporate purposes.
The Holder will have the right to vote such Restricted Stock and to exercise all other rights, powers and privileges of a holder
of Common Stock with respect to such Restricted Stock, with the exceptions that (i) the Holder will not be entitled to delivery
of the stock certificate or certificates representing such Restricted Stock until the Restriction Period shall have expired and
unless all other vesting requirements with respect thereto shall have been fulfilled; (ii) the Company will retain custody of
the stock certificate or certificates representing the Restricted Stock during the Restriction Period; (iii) the Company will
retain custody of all dividends and distributions (“Retained Distributions”) made, paid or declared with respect to
the Restricted Stock (and such Retained Distributions will be subject to the same restrictions, terms and conditions as are applicable
to the Restricted Stock) until such time, if ever, as the Restricted Stock with respect to which such Retained Distributions shall
have been made, paid or declared shall have become vested and with respect to which the Restriction Period shall have expired;
and (iv) a breach of any of the restrictions, terms or conditions contained in this Plan or the Agreement or otherwise established
by the Committee with respect to any Restricted Stock or Retained Distributions will cause a forfeiture of such Restricted Stock
and any Retained Distributions with respect thereto.


 


(c) Vesting;
Forfeiture. Upon the expiration of the Restriction Period with respect to each award of Restricted Stock and the satisfaction
of any other applicable restrictions, terms and conditions, which may include Performance Goals, (i) all or part of such Restricted
Stock shall become vested in accordance with the terms of the Agreement, and (ii) any Retained Distributions with respect to such
Restricted Stock shall become vested to the extent that the Restricted Stock related thereto shall have become vested. Any such
Restricted Stock and Retained Distributions that do not vest shall be forfeited to the Company and the Holder shall not thereafter
have any rights with respect to such Restricted Stock and Retained Distributions that shall have been so forfeited.


 


(d)
  Discretionary Adjustments and Limits. Notwithstanding the satisfaction of any Performance Goals, the number of shares
of Restricted Stock granted, issued and/or vested under an award of Restricted Stock on account of either financial performance
or personal performance evaluations may, to the extent specified in the Agreement, be reduced, but not increased, by the Committee
on the basis of such further considerations as the Committee shall determine.


 



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Section
8. Other Stock-Based Awards.


 


Other
Stock-Based Awards may be awarded, subject to limitations under applicable law, that are denominated or payable in, valued in
whole or in part by reference to, or otherwise based on or related to, shares of Common Stock, as deemed by the Committee to be
consistent with the purposes of the Plan, including, without limitation, purchase rights, shares of Common Stock awarded which
are not subject to any restrictions or conditions, convertible or exchangeable debentures, or other rights convertible into shares
of Common Stock and awards valued by reference to the value of securities of or the performance of specified Subsidiaries. These
other stock-based awards may include performance shares or options, whose award is tied to specific Performance Goals. Other Stock-Based
Awards may be awarded either alone or in addition to or in tandem with any other awards under this Plan or any other plan of the
Company. Each other Stock-Based Award shall be subject to such terms and conditions as may be determined by the Committee.


 


Section
9.  Incentive Bonuses


 


9.1. General.
Each Incentive Bonus award will confer upon the Holder the opportunity to earn a future payment tied to the level of achievement
with respect to one or more Performance Goal(s) established for a performance period established by the Committee.


 


9.2. Incentive
Bonus Document. The terms of any Incentive Bonus will be set forth in an Agreement. Each Agreement evidencing an Incentive
Bonus shall contain provisions regarding (i) the target and maximum amount payable to the Holder as an Incentive Bonus, (ii) the
Performance Goal(s) and level of achievement versus the Performance Goal(s) that shall determine the amount of such payment, (iii)
the term of the performance period as to which performance shall be measured for determining the amount of any payment, (iv) the
timing of any payment earned by virtue of performance, (v) restrictions on the alienation or transfer of the Incentive Bonus prior
to actual payment, (vi) forfeiture provisions and (vii) such further terms and conditions, in each case not inconsistent with
this Plan as may be determined from time to time by the Committee.


 


9.3. Performance
Goals. The Committee shall establish the Performance Goal(s) and level of achievement versus the Performance Goal(s) that
shall determine the target and maximum amount payable under an Incentive Bonus.


 


9.4. Timing
and Form of Payment. The Committee shall determine the timing of payment of any Incentive Bonus. Payment of the amount due
under an Incentive Bonus shall be made in cash. The Committee may provide for or, subject to such terms and conditions as the
Committee may specify, may permit a Holder to elect for the payment of any Incentive Bonus to be deferred to a specified date
or event.


 


9.5. Discretionary
Adjustments. Notwithstanding satisfaction of any performance goals, the amount paid under an Incentive Bonus on account of
either financial performance or personal performance evaluations may, to the extent specified in the Agreement, be reduced, but
not increased, by the Committee on the basis of such further considerations as the Committee shall determine.


 


9.6. Termination.
If a Holder’s employment by, or association with, the Company or any Subsidiary terminates for any reason (including by
reason of death or Disability), the Holder shall receive payment in respect of any Incentive Bonuses only to the extent specified
by the Committee, unless otherwise expressly provided in the Agreement or another contract, including an employment agreement.
Payments in respect of any such Incentive Bonuses shall be made at the time specified by the Committee and set forth in the Agreement.


 



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Section
10. Accelerated Vesting and Exercisability.


 


10.1. Non-Approved
Transactions.  If any one person, or more than one person acting as a group, acquires the ownership of stock of the Company
that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or combined
voting power of the stock of the Company, and the Board does not authorize or otherwise approve such acquisition, then the vesting
periods of any and all Stock Options and other awards granted and outstanding under the Plan shall be accelerated and all such
Stock Options and awards will immediately and entirely vest, and the respective holders thereof will have the immediate right
to purchase and/or receive any and all Common Stock subject to such Stock Options and awards on the terms set forth in this Plan
and the respective Agreements respecting such Stock Options and awards, and all Performance Goals will be deemed achieved at 100%
of target levels and all other terms and conditions will be deemed met. An increase in the percentage of stock owned by any one
person, or persons acting as a group, as a result of a transaction in which the Company acquires its stock in exchange for property
is not treated as an acquisition of stock for purposes of this Section 10.1.


 


10.2. Approved
Transactions.  The Committee may, in the event of an acquisition by any one person, or more than one person acting as
a group, together with acquisitions during the 12-month period ending on the date of the most recent acquisition by such person
or persons, of assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross
fair market value of all of the assets of the Company immediately before such acquisition or acquisitions, or if any one person,
or more than one person acting as a group, acquires the ownership of stock of the Company that, together with the stock held by
such person or group, constitutes more than 50% of the total fair market value or combined voting power of the stock of the Company,
which has been approved by the Company’s Board of Directors, (i) accelerate the vesting of any and all Stock Options
and other awards granted and outstanding under the Plan, (ii) require a Holder of any Stock Option, Stock Appreciation Right,
Restricted Stock award or Other Stock-Based Award granted under this Plan to relinquish such award to the Company upon the tender
by the Company to Holder of cash in an amount equal to the Repurchase Value of such award, and/or (iii) terminate all incomplete
performance periods in respect of awards in effect on the date the acquisition occurs, determine the extent to which Performance
Goals have been met based upon such information then available as it deems relevant and cause to be paid to the Holder the all
or the applicable portion of the award based upon the Committee's determination of the degree of attainment of Performance Goals,
or on such other basis determined by the Committee. For this purpose, 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.


 


10.3. Code
Section 409A. Notwithstanding any provisions of this Plan or any award granted hereunder to the contrary, no acceleration
shall occur with respect to any award to the extent such acceleration would cause the Plan or an award granted hereunder to fail
to comply with Code Section 409A.


 



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Section
11. Amendment and Termination.


 


The
Board may at any time, and from time to time, amend alter, suspend or discontinue any of the provisions of the Plan or any Agreement,
but no amendment, alteration, suspension or discontinuance shall be made that would impair the rights of a Holder under any Agreement
theretofore entered into hereunder, without the Holder’s consent, except as set forth in this Plan or the Agreement. Notwithstanding
anything to the contrary herein, no amendment to the provisions of the Plan shall be effective unless approved by the shareholders
of the Company to the extent shareholder approval is necessary to satisfy any provision of the Code or other applicable law or
the listing requirements of any national securities exchange on which the Company’s securities are listed.


 


Section
12. Term of Plan.


 


12.1. Effective
Date.  The Effective Date of the Plan shall be the date of effectiveness of the registration statement for the Company’s
initial public offering.


 


12.2. Termination
Date. Unless terminated by the Board, this Plan shall continue to remain effective until such time as no further awards
may be granted and all awards granted under the Plan are no longer outstanding. Notwithstanding the foregoing, grants of Incentive
Stock Options may be made only during the ten-year period beginning on the Effective Date.


 


Section
13. General Provisions.


 


13.1. Written
Agreements. Each award granted under the Plan shall be confirmed by, and shall be subject to the terms of, the Agreement
executed by the Company and the Holder, or such other document as may be determined by the Committee. The Committee may terminate
any award made under the Plan if the Agreement relating thereto is not executed and returned to the Company within 10 days after
the Agreement has been delivered to the Holder for his or her execution.


 


13.2.
 Performance Awards.  The Committee, in its sole discretion, may determine at the time an award is granted or
at any time thereafter whether such award is intended to qualify as “performance based compensation” within the meaning
of Section 162(m) of the Code. For the avoidance of doubt, nothing herein shall require the Committee to structure any awards
in a manner intended to constitute performance based compensation and the Committee shall be free, in its sole discretion, to
grant awards that are not intended to be performance based compensation. Notwithstanding any other provision of the Plan and except
as otherwise determined by the Committee, any award which is granted under the Plan and is intended to qualify as performance
based compensation` shall be subject to any additional limitations set forth in Section 162(m) of the Code or any regulations
or rulings issued thereunder that are requirements for qualification as performance based compensation, and the Plan and the applicable
Agreement shall be deemed amended to the extent necessary to conform to such requirements. In addition, Restricted Stock awards,
Other Stock-Based Awards and Incentive Bonus awards that are intended to qualify as performance based compensation under Section
162(m) of the Code shall be subject to the following provisions, which shall control over any conflicting provision in the Plan
or any Agreement:


 


(a)
 To the extent necessary to comply with the requirements of Section 162(m)(4)(C) of the Code, no later than 90 days following
the commencement of any performance period or any designated fiscal period or period of service (or such earlier time as may be
required under Section 162(m) of the Code), the Committee shall, in writing, (a) designate the recipient to receive such award,
(b) select the performance criteria applicable to the performance period, (c) establish the Performance Goals, and amounts of
such awards, as applicable, which may be earned for such performance period based on the performance criteria, and (d) specify
the relationship between performance criteria and the Performance Goals and the amounts of such awards, as applicable, to be earned
by each covered employee for such performance period.


 



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(b)
 Following the completion of each performance period, the Committee shall certify in writing whether and the extent to which
the applicable Performance Goals have been achieved for such performance period. In determining the amount earned under such awards,
the Committee shall have the right to 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, including the assessment of individual or corporate
performance for the performance period.


 


(c) No
adjustment or action described in Section 3 or in any other provision of the Plan shall be authorized to the extent that such
adjustment or action would cause such award to fail to so qualify as performance based compensation, unless the Committee determines
that the award should not so qualify.


 


13.3. Unfunded
Status of Plan. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation.
With respect to any payments not yet made to a Holder by the Company, nothing contained herein shall give any such Holder any
rights that are greater than those of a general creditor of the Company.


 


13.4. Employees.


 


(a) Engaging
in Competition With the Company; Solicitation of Customers and Employees; Disclosure of Confidential Information.  If
a Holder’s employment with the Company or a Subsidiary is terminated voluntarily by the Holder (other than for good reason
as contemplated by an employment agreement with the Company or a Subsidiary), and within 12 months after the date thereof such
Holder either (i) accepts employment with any competitor of, or otherwise engages in competition with, the Company or any of its
Subsidiaries, (ii) solicits any customers or employees of the Company or any of its Subsidiaries to do business with or render
services to the Holder or any business with which the Holder becomes affiliated or to which the Holder renders services or (iii)
uses or discloses to anyone outside the Company any confidential information or material of the Company or any of its Subsidiaries
in violation of the Company’s policies or any agreement between the Holder and the Company or any of its Subsidiaries, the
Committee, in its sole discretion, may require such Holder to return to the Company the economic value of any award that was realized
or obtained by such Holder at any time during the period beginning on the date that is six months prior to the date such Holder’s
employment with the Company is terminated; provided, however, that if the Holder is a resident of the State of California, such
right must be exercised by the Company for cash within six months after the date of termination of the Holder’s service
to the Company or within six months after exercise of the applicable Stock Option, whichever is later. In such event, Holder agrees
to remit to the Company, in cash, an amount equal to the difference between the Fair Market Value of the Shares on the date of
termination (or the sales price of such Shares if the Shares were sold during such six month period) and the price the Holder
paid the Company for such Shares.


 



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(b) Termination
for Cause. If a Holder’s employment with the Company or a Subsidiary is terminated for cause, the Committee may,
in its sole discretion, require such Holder to return to the Company the economic value of any award that was realized or obtained
by such Holder at any time during the period beginning on that date that is six months prior to the date such Holder’s employment
with the Company is terminated. In such event, Holder agrees to remit to the Company, in cash, an amount equal to the difference
between the Fair Market Value of the Shares on the date of termination (or the sales price of such Shares if the Shares were sold
during such six month period) and the price the Holder paid the Company for such Shares.


 


(c) No
Right of Employment. Nothing contained in the Plan or in any award hereunder shall be deemed to confer upon any Holder
who is an employee of the Company or any Subsidiary any right to continued employment with the Company or any Subsidiary, nor
shall it interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any Holder who is
an employee at any time.


 


13.5. Investment
Representations; Company Policy. The Committee may require each person acquiring shares of Common Stock pursuant to a
Stock Option or other award under the Plan to represent to and agree with the Company in writing that the Holder is acquiring
the shares for investment without a view to distribution thereof. Each person acquiring shares of Common Stock pursuant to a Stock
Option or other award under the Plan shall be required to abide by all policies of the Company in effect at the time of such acquisition
and thereafter with respect to the ownership and trading of the Company’s securities.


 


13.6. Additional
Incentive Arrangements. Nothing contained in the Plan shall prevent the Board from adopting such other or additional
incentive arrangements as it may deem desirable, including, but not limited to, the granting of Stock Options and the awarding
of Common Stock and cash otherwise than under the Plan; and such arrangements may be either generally applicable or applicable
only in specific cases.


 


13.7. Withholding
Taxes. Not later than the date as of which an amount must first be included in the gross income of the Holder for Federal
income tax purposes with respect to any Stock Option or other award under the Plan, the Holder shall pay to the Company, or make
arrangements satisfactory to the Committee regarding the payment of, any Federal, state and local taxes of any kind required by
law to be withheld or paid with respect to such amount. If permitted by the Committee, tax withholding or payment obligations
may be settled with Common Stock, including Common Stock that is part of the award that gives rise to the withholding requirement.
The obligations of the Company under the Plan shall be conditioned upon such payment or arrangements and the Company or the Holder’s
employer (if not the Company) shall, to the extent permitted by law, have the right to deduct any such taxes from any payment
of any kind otherwise due to the Holder from the Company or any Subsidiary.


 


13.8.    Clawback.
Notwithstanding any other provisions of the Plan, any award which is subject to recovery under any law, government regulation
or listing requirement of any national securities exchange on which the Company’s securities are listed, will be subject
to such deductions and clawback as may be required to be made pursuant to such law, government regulation or listing requirement
(or any policy adopted by the Company pursuant to any such law, government regulation or listing requirement).


 



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13.9.     Governing
Law. The Plan and all awards made and actions taken thereunder shall be governed by and construed in accordance with
the law of the State of California (without regard to choice of law provisions). 


 


13.10.     Other
Benefit Plans. Any award granted under the Plan shall not be deemed compensation for purposes of computing benefits under
any retirement plan of the Company or any Subsidiary and shall not affect any benefits under any other benefit plan now or subsequently
in effect under which the availability or amount of benefits is related to the level of compensation (unless required by specific
reference in any such other plan to awards under this Plan).


 


13.11.     Non-Transferability. Except
as otherwise expressly provided in the Plan or the Agreement, no right or benefit under the Plan may be alienated, sold, assigned,
hypothecated, pledged, exchanged, transferred, encumbranced or charged, and any attempt to alienate, sell, assign, hypothecate,
pledge, exchange, transfer, encumber or charge the same shall be void.


 


13.12.     Applicable Laws. The obligations of the Company with respect to all Stock Options and awards under the Plan shall
be subject to (i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required,
including, without limitation, the Securities Act, and (ii) the rules and regulations of any securities exchange on which the
Common Stock may be listed.


 


13.13.     Conflicts. If
any of the terms or provisions of the Plan or an Agreement conflict with the requirements of Section 422 of the Code, then such
terms or provisions shall be deemed inoperative to the extent they so conflict with such requirements. Additionally, if this Plan
or any Agreement does not contain any provision required to be included herein under Section 422 of the Code, such provision shall
be deemed to be incorporated herein and therein with the same force and effect as if such provision had been set out at length
herein and therein. If any of the terms or provisions of any Agreement conflict with any terms or provisions of the Plan, then
such terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of the Plan. Additionally,
if any Agreement does not contain any provision required to be included therein under the Plan, such provision shall be deemed
to be incorporated therein with the same force and effect as if such provision had been set out at length therein.


 


13.14.     Compliance
with Section 409A of the Code. The Company intends that any awards be structured in compliance with, or to satisfy an
exemption from, Section 409A of the Code, such that there are no adverse tax consequences, interest, or penalties pursuant to
Section 409A of the Code as a result of the awards. Notwithstanding the Company’s intention, in the event any award is subject
to Section 409A of the Code, the Committee may, in its sole discretion and without a participant’s prior consent, amend
this Plan and/or outstanding Agreements, adopt policies and procedures, or take any other actions (including amendments, policies,
procedures and actions with retroactive effect) as are necessary or appropriate to (i) exempt this Plan and/or any award from
the application of Section 409A of the Code, (ii) preserve the intended tax treatment of any such award, or (iii) comply with
the requirements of Section 409A of the Code, including without limitation any such regulations guidance, compliance programs
and other interpretive authority that may be issued after the date of grant of an award. This Plan shall be interpreted at all
times in such a manner that the terms and provisions of the Plan and the awards are exempt from or comply with Section 409A of
the Code.


 


13.15.     Non-Registered Stock. The shares of Common Stock to be distributed under this Plan have not been, as of the Effective
Date, registered under the Securities Act or any applicable state or foreign securities laws and the Company has no obligation
to any Holder to register the Common Stock or to assist the Holder in obtaining an exemption from the various registration requirements,
or to list the Common Stock on a national securities exchange or any other trading or quotation system.


 


 


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