Exhibit 10.59





 


APOLLO
MEDICAL HOLDINGS, INC.


 


2015
EQUITY INCENTIVE PLAN


 


1.
Purpose, History and Effective Date.


 


(a)
Purpose.
The Apollo Medical Holdings, Inc. 2015 Equity Incentive Plan has two complementary purposes: (i) to attract and retain outstanding
individuals to serve as officers, employees, directors or consultants and (ii) to increase stockholder value. The Plan will provide
participants incentives to increase stockholder value by offering the opportunity to acquire shares of the Company's common stock
or receive monetary payments based on the value of such common stock on the potentially favorable terms that this Plan provides.


 


(b)
History.
Prior to the effective date of this Plan, the Company had in effect the 2010 Plan and the 2013 Plan, which were originally effective
March 4, 2010 and April 30, 2013, respectively. Upon adoption of this Plan by the Board, no new awards will be granted under the
2013 Plan. No awards have been granted under the 2010 Plan since the effectiveness of the 2013 Plan.


 


(c)
Effective Date.
This Plan will become effective, and Awards may be granted under this Plan, on and after the Effective Date; provided, however,
that prior to approval of this Plan by the Company's stockholders, but after adoption by the Board, Incentive Stock Options may
be granted under this Plan subject to obtaining the stockholders' approval of this Plan; and provided, further, that such stockholder
approval must occur no later than 12 months after the date of adoption of this Plan by the Board. This Plan will terminate as provided
in Section 14.


 


2.
Definitions.
Capitalized terms used in this Plan have the following meanings:


 


(a)
"2010" Plan means the Apollo Medical Holdings, Inc. 2010 Equity Incentive Plan.


 


(b)
"2013 Plan" means the Apollo Medical Holdings, Inc. 2013 Equity Incentive Plan.


 


(c)
"Affiliate" has the meaning ascribed to such term in Rule 12b-2 promulgated under
the Exchange Act or any successor rule or regulation thereto.


 


(d)
"Award" means a grant of Options, Stock Appreciation Rights, Performance Shares,
Performance Units, Restricted Stock, Restricted Stock Units or Dividend Equivalent Units.


 


(e)
"Award Agreement" means a written agreement, contract, or other instrument or document
evidencing the grant of an Award in such form as the Committee determines.


 


(f)
"Board" means the Board of Directors of the Company.


 




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(g)
"Change of Control" means the occurrence of any one of the following events:


 


(i)
the consummation of a merger or consolidation of the Company with or into another entity
or any other corporate reorganization, if more than fifty percent (50%) of the combined voting power of the continuing or surviving
entity's securities outstanding immediately after such merger, consolidation or other reorganization is owned by Persons who were
not stockholders of the Company immediately prior to such merger, consolidation or other reorganization;


 


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


 


(iii)
a change in the composition of the Board, as a result of which fewer than fifty percent (50%)
of the incumbent directors are directors who either (A) had been directors of the Company on the date twenty-four (24) months prior
to the date of the event that may constitute a Change of Control (the "original directors") or (B) were elected, or nominated
for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original directors who were
still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved;
or


 


(iv)
any transaction as a result of which any Person is the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least fifty percent
(50%) of the total voting power represented by the Company's then outstanding voting securities. For purposes of this paragraph
(iv), the term "Person" shall exclude (A) a trustee or other fiduciary holding securities under an employee benefit plan
of the Company or a Subsidiary and (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially
the same proportions as their ownership of the common stock of the Company.


 


A
transaction shall not constitute a Change of 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.


 


Notwithstanding
anything herein contained to the contrary, with respect to an Award that is or may be considered deferred compensation subject
to Code Section 409A, the definition of "Change of Control" herein shall be amended and interpreted in a manner that
allows the definition to satisfy the requirements of a change of control under Code Section 409A solely for purposes of complying
with the requirements of Code Section 409A.


 




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(h)
"Code" means the Internal Revenue Code of 1986, as amended. Any reference to a
specific provision of the Code includes any successor provision and the regulations promulgated under such provision.


 


(i)
"Committee" means the Compensation Committee of the Board (or a successor committee
with the same or similar authority), except as otherwise provided in Section 3(b).


 


(j)
"Company" means Apollo Medical Holdings, Inc., a Delaware corporation, or any successor thereto.


 


(k)
"Director" means a member of the Board, and "Non-Employee Director" means a Director who is not also an employee
of the Company or its Subsidiaries.


 


(l)
"Disability" has the meaning ascribed to the term in Code Section 22(e)(3), as determined by the Committee.


 


(m)
"Disinterested Persons" means the "non-employee directors" of the Company as such term is defined in Rule 16b-3.


 


(n)
"Dividend Equivalent Unit" means the right to receive a payment equal to the cash dividends paid with respect to a Share.


 


(o)
"Effective Date" means the earlier to occur of the date this Plan is (i) adopted by the Board or (ii) approved by the
Company's stockholders.


 


(p)
"Exchange Act" means the Securities Exchange Act of 1934, as amended. Any reference to a specific provision of the Exchange
Act includes any successor provision and the regulations and rules promulgated under such provision.


 


(q)
"Fair Market Value" means, per Share on a particular date, (i) if the Stock is listed for trading on the New York Stock
Exchange, the last reported sales price on the date in question as reported in The Wall Street Journal, or if no sales of Stock
occur on the date in question, on the last preceding date on which there was a sale on such exchange; or (ii) if the Stock is not
listed or admitted to trading on the New York Stock Exchange, the last reported sales price on the date in question on the principal
national securities exchange on which the Stock is listed or admitted to trading, or if no sales of Stock occur on the date in
question, on the last preceding date on which there was a sale on such exchange; or (iii) if the Stock is not listed or admitted
to trading on any national securities exchange, the last sales price on the date in question in the over-the-counter market reported
by such reporting system as is then in use, or if no sales of Stock occur on the date in question, on the last preceding date on
which there was a sale; or (iv) if on any such date the Stock is not reported on any such system, the last sales price on the date
in question as furnished by a professional market making a market in the Stock selected by the Board for the date in question,
or if no sales of Stock occur on the date in question, on the last preceding date on which there was a sale; or (v) if on any such
date no market maker is making a market in the Stock, the price as determined in good faith by the Committee.


 




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(r)
"Incentive Stock Option" means an Option that meets the requirements of Code Section 422.


 


(s)
"Option" means the right to purchase Shares at a specified price during a specified period of time.


 


(t)
"Participant" means an individual selected by the Committee to receive an Award, and includes any individual who holds
an Award after the death of the original recipient.


 


(u)
"Performance Goals" means any goals the Committee establishes that relate to one or more of the following for such period
as the Committee specifies:


 


(i)
Revenue;


 


(ii)
 Earnings before interest, taxes, depreciation and amortization, as adjusted
(EBITDA as adjusted);


 


(iii)
Income before income taxes and minority interests;


 


(iv)
Operating income;


 


(v)
 Pre- or after-tax income;


 


(vi)
Average accounts receivable;


 


(vii)
 Cash flow;


 


(viii)
Cash flow per share;


 


(ix)
 Net earnings;


 


(x)
Basic or diluted earnings per share;


 


(xi)
 Return on equity;


 


(xii)
Return on assets;


 


(xiii)
 Return on capital;


 


(xiv)
Growth in assets;


 


(xv)
 Economic value added;


 


(xvi)
Share price performance;


 




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(xvii)
 Total stockholder return;


 


(xviii)
Improvement or attainment of expense levels;


 


(xix)
 Market share or market penetration; or


 


(xx)
Business expansion, and/or acquisitions or divestitures.


 


The
Committee may specify at the time an Award is made that the Performance Goals are to be measured for an individual, the Company,
for the Company on a consolidated basis, for any one or more Affiliates or divisions of the Company and/or for any other business
unit or units of the Company, and/or that the Performance Goals are to be measured either in absolute terms or relative to the
performance of one or more comparable companies or an index covering multiple companies. In the case of Awards that the Committee
determines will not be considered "performance based compensation" under Code Section 162(m), the Committee may establish
other Performance Goals not listed in this Plan.


 


(v)
"Performance Shares" means the right to receive Shares to the extent Performance Goals are achieved.


 


(w)
"Performance Units" means the right to receive a payment, based on a number of units with a specified value, to the extent
Performance Goals are achieved.


 


(x)
"Person" has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 14(d) and 15(d)
thereof.


 


(y)
"Plan" means this Apollo Medical Holdings, Inc. 2015 Equity Incentive Plan, as may be amended from time to time.


 


(z)
"Restricted Stock" means Shares that are subject to a risk of forfeiture and/or restrictions on transfer, which may lapse
upon the achievement or partial achievement of Performance Goals and/or upon the completion of a period of service.


 


(aa)
"Restricted Stock Unit" means the right to receive a payment which right may vest upon the achievement or partial achievement
of Performance Goals and/or upon the completion of a period of service, with each unit having a value equal to the Fair Market
Value of one or more Shares, or the average of the Fair Market Value of one or more Shares over such period as the Committee specifies.


 


(bb)
"Retirement" means, unless the Committee determines otherwise in an Award Agreement, termination of employment from the
Company and its Affiliates on or after age 65 with five (5) years of continuous service with the Company and its Affiliates.


 


(cc)
"Rule 16b-3" means Rule 16b-3 as promulgated by the United States Securities and Exchange Commission under the Exchange
Act.


 




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(dd)
"Section 16 Participants" means Participants who are subject to the provisions of Section 16 of the Exchange Act.


 


(ee)
"Share" means a share of Stock.


 


(ff)
"Stock" means the Class A common stock of the Company.


 


(gg)
"Stock Appreciation Right" or "SAR" means the right to receive a payment equal to the appreciation of the Fair
Market Value of a Share during a specified period of time.


 


(hh)
"Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company
if each such corporation owns stock possessing fifty percent (50%) or more of the total combined voting power in one of the other
corporations in the chain.


 


3.
Administration.


 


(a)
Committee Administration.
In addition to the authority specifically granted to the Committee in this Plan, the Committee has full discretionary authority
to administer this Plan, including but not limited to the authority to (i) interpret the provisions of this Plan, (ii) prescribe,
amend and rescind rules and regulations relating to this Plan, (iii) correct any defect, supply any omission, or reconcile any
inconsistency in the Plan, any Award or Award Agreement in the manner and to the extent it deems desirable to carry this Plan,
such Award or such Award Agreement into effect and (iv) make all other determinations necessary or advisable for the administration
of this Plan. All decisions, interpretations and other actions of the Committee shall be final and binding on all Participants
and any other individual with a right under the Plan or under any Award.


 


(b)
Delegation to Other Committees or CEO.
To the extent applicable law permits, the Board may delegate to another committee of the Board, or the Committee may delegate to
a subcommittee or to the Chief Executive Officer of the Company, any or all of the authority and responsibility of the Committee;
provided, however, that no such delegation shall be permitted with respect to Awards made to Section 16 Participants. The Board
may retain any or all of the authority and responsibility of the Committee, or may delegate to another committee or subcommittee
of the Board consisting solely of two or more Disinterested Persons any or all of the authority and responsibility of the Committee,
with respect to Section 16 Participants. If the Board or Committee has retained such authority or made such a delegation, then
all references to the Committee in this Plan include the Board, such other committee, subcommittee or the Chief Executive Officer
to the extent of such retained authority or delegation.


 




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(c)
Indemnification.
In addition to such other rights of indemnification as they may have as members of the Board or the Committee, the members of the
Board and the Committee shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection
with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under
or in connection with the Plan or any Award, and against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except a judgment based upon a finding of bad faith; provided that upon the institution of any such action,
suit or proceeding a Committee or Board member shall, in writing, give the Company notice thereof and an opportunity, at its own
expense, to handle and defend the same before such Committee or Board member undertakes to handle and defend it on such member's
own behalf.


 


4.
Eligibility.
The Committee may designate any of the following as a Participant from time to time: (i) any officer or other employee of the Company
or any of its Affiliates; (ii) an individual that the Company or an Affiliate has engaged to become an officer or other employee;
(iii) a Non-Employee Director' or (iv) a consultant or advisor who provides bona fide services that are not in connection with
the offer or sale of securities in a capital raising transaction, and does not directly or indirectly promote or maintain a market
for the Company's securities to the Company or an Affiliate as an independent contractor. The Committee's designation of a Participant
in any year will not require the Committee to designate such person to receive an Award in any other year. Notwithstanding the
foregoing, each Non-Employee Director automatically will be a Participant with respect to elections to receive Options in lieu
of directors' fees pursuant to Section 12.


 


5.
Types of Awards.
Subject to the terms of this Plan, the Committee may grant any type of Award to any Participant it selects, but only employees
of the Company or a Subsidiary may receive grants of Incentive Stock Options. Awards may be granted alone or in addition to, in
tandem with, or in substitution for any other Award (or any other award granted under another plan of the Company or any Affiliate).
Awards granted under the Plan shall be evidenced by an Award Agreement except to the extent the Committee provides otherwise.


 


6.
Shares Reserved under this Plan.


 


(a)
Plan Reserve.
Subject to adjustment as provided in Section 16, an aggregate of 1,500,000 Shares, plus the number of Shares described in Section
6(c), are reserved for issuance under this Plan. The number of Shares reserved for issuance under this Plan shall be reduced only
by the number of Shares delivered in payment or settlement of Awards. Notwithstanding the foregoing, the Company may issue only
1,500,000 Shares upon the exercise of Incentive Stock Options.


 


(b)
Replenishment of Shares Under this Plan.
If an Award lapses, expires, terminates or is cancelled without the issuance of Shares under the Award, or if Shares are forfeited
under an Award, then the Shares subject to such Award may again be used for new Awards under this Plan under Section 6(a), including
issuance upon the exercise of Incentive Stock Options. If Shares are issued under any Award and the Company subsequently reacquires
them pursuant to rights reserved upon the issuance of the Shares, or if previously owned Shares are delivered to the Company in
payment of the exercise price of an Award or the withholding taxes due as a result of the issuance or receipt of a payment or Shares
under an Award, then such Shares may again be used for new Awards under this Plan under Section 6(a), but such Shares may not be
issued upon the exercise of Incentive Stock Options.


 




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(c)
Addition of Shares from Predecessor Plan.
After the Effective Date, if any Shares subject to awards granted under the 2010 Plan or 2013 Plan would again become available
for new grants under the terms of such plan, then those Shares will be available for the purpose of granting Awards under this
Plan, thereby increasing the number of Shares available for issuance under this Plan as determined under the first sentence of
Section 6(a), including with respect to the exercise of Incentive Stock Options. Any such Shares will not be available for future
awards under the respective terms of the 2010 Plan and 2013 Plan after the Effective Date.


 


(d)
Participant Limitations.
Subject to adjustment as provided in Section 16, with respect to Awards that are intended to qualify as "performance-based
compensation" under Code Section 162(m), no Participant may be granted Awards that could result in such Participant:


 


(i)
receiving in any calendar year Options for, and/or Stock Appreciation Rights with respect
to, more than 500,000 Shares (reduced, in the initial calendar year in which this Plan is effective, by the number of options granted
to a Participant under the 2010 Plan and/or 2013 Plan in such year, if any), except that Options and/or Stock Appreciation Rights
granted to a new employee in the calendar year in which his or her employment commences may not relate to more than 1,000,000 Shares;


 


(ii)
 receiving in any calendar year Awards of Restricted Stock and/or Restricted Stock Units
relating to more than 500,000 Shares;


 


(iii)
receiving in any calendar year Awards of Performance Shares, and/or Awards of Performance
Units (the value of which is based on the Fair Market Value of a Share), for more than 500,000 Shares; or


 


(iv)
receiving in any calendar year Awards of Performance Units (the value of which is not based
on the Fair Market Value of a Share) that could result in a payment of more than $500,000.


 


With
respect to Awards that are not intended to meet the requirements of performance- based compensation under Code Section 162(m),
the Committee may grant Awards in excess of the limits described in this subsection (d), but only if such discretion would not
cause Awards that are intended to be performance-based compensation under Code Section 162(m) from being treated as such.


 




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7.
Options. Subject to the terms of this Plan, the Committee
shall determine all terms and conditions of each Option, including but not limited to:


 


(a)
Whether the Option is an Incentive Stock Option, or a "nonqualified stock option"
which does not meet the requirements of Code Section 422; provided that in the case of an Incentive Stock Option, if the aggregate
Fair Market Value (determined at the time of grant) of the Shares with respect to which all Incentive Stock Options are first exercisable
by the Participant during any calendar year (under this Plan and under all other incentive stock option plans of the Company or
any Affiliate that is required to be included under Code Section 422) exceeds $100,000, such Option automatically shall be treated
as a nonqualified stock option to the extent this limit is exceeded.


 


(b)
The number of Shares subject to the Option.


 


(c)
The exercise price per Share, which may not be less than the Fair Market Value of a Share
as determined on the date of grant; provided that (i) no Incentive Stock Option shall be granted to any employee who, at the time
the Option is granted, owns (directly or indirectly, within the meaning of Code Section 424(d)) more than ten percent of the total
combined voting power of all classes of stock of the Company or of any Subsidiary unless the exercise price is at least 110 percent
of the Fair Market Value of a Share on the date of grant; and (ii) the exercise price may vary during the term of the Option if
the Committee determines that there should be adjustments to the exercise price relating to achievement of Performance Goals and/or
to changes in an index or indices that the Committee determines is appropriate (but in no event may the exercise price per Share
be less than the Fair Market Value of a Share as determined on the date of grant).


 


(d)
The terms and conditions of exercise, which may include a requirement that exercise of the
Option is conditioned upon achievement of one or more Performance Goals or may provide for an acceleration of the exercisability
upon the Participant's death, Disability or Retirement.


 


(e)
The termination date, except that each Option must terminate no later than the tenth (10th)
anniversary of the date of grant, and each Incentive Stock Option granted to any employee who, at the time the Option is granted,
owns (directly or indirectly, within the meaning of Code Section 424(d)) more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or of any Subsidiary must terminate no later than the fifth (5th) anniversary of the
date of grant. Notwithstanding the foregoing, the Committee may extend the term of an Option for up to six (6) months beyond the
tenth (10th) anniversary of the date of grant in the event a Participant dies prior to the Option's termination date.


 


(f)
The exercise period following a Participant's termination of employment or service. In all
other respects, the terms of any Incentive Stock Option should comply with the provisions of Code Section 422 except to the extent
the Committee determines otherwise.


 




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(g)
Notwithstanding anything contained in this Plan to the contrary, the Board as a whole shall pre-approve each option grant to Non-Employee
Directors.


 


8.
Stock Appreciation Rights.
Subject to the terms of this Plan, the Committee shall determine all terms and conditions of each SAR, including but not limited
to:


 


(a)
Whether the SAR is granted independently of an Option or relates to an Option; provided that
if an SAR is granted in relation to an Option, then unless otherwise determined by the Committee, the SAR shall be exercisable
or shall mature at the same time or times, on the same conditions and to the extent and in the proportion, that the related Option
is exercisable and may be exercised or mature for all or part of the Shares subject to the related Option. Upon exercise of any
number of SARs, the number of Shares subject to the related Option shall be reduced accordingly and such Option may not be exercised
with respect to that number of Shares. The exercise of any number of Options that relate to an SAR shall likewise result in an
equivalent reduction in the number of Shares covered by the related SAR.


 


(b)
The number of Shares to which the SAR relates.


 


(c)
The grant price, provided that the grant price shall not be less than the Fair Market Value
of the Shares subject to the SAR as determined on the date of grant.


 


(d)
The terms and conditions of exercise or maturity, which may include a provision that accelerates
the exercisability of the SAR upon the Participant's death, Disability or Retirement. Notwithstanding the foregoing, unless the
Committee determines otherwise in the Award Agreement, if on the date when the SAR expires or otherwise terminates, the grant price
for the SAR is less than the Fair Market Value of a Share, then the unexercised portion of the SAR that was exercisable immediately
prior to such date shall automatically be deemed exercised.


 


(e)
The term, provided that an SAR must terminate no later than 10 years after the date of grant.
Notwithstanding the foregoing, the Committee may extend the term of an SAR for up to six (6) months beyond the tenth (10th) anniversary
of the date of grant in the event a Participant dies prior to the SAR's termination date.


 


(f)
Whether the SAR will be settled in cash, Shares or a combination thereof.


 


(g)
Notwithstanding anything contained in this Plan to the contrary, the Board as a whole shall
pre-approve each SAR grant to Non-Employee Directors.


 


9.
Performance Awards.
Subject to the terms of this Plan, the Committee shall determine all terms and conditions of each award of Performance Shares or
Performance Units, including but not limited to:


 


(a)
The number of Shares and/or units to which such Award relates, and with respect to Performance Units, whether the value of each
unit will be based on the Fair Market Value of one or more Shares, the average of the Fair Market Value of one or more Shares over
such period as the Committee specifies, or such other value as the Committee specifies in the Award Agreement.


 




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(b)
One or more Performance Goals that must be achieved during such period as the Committee specifies
in order for the Participant to realize the benefit of such Award.


 


(c)
Whether all or a portion of the Performance Goals subject to an Award are deemed achieved
upon a Participant's death, Disability or Retirement.


 


(d)
With respect to Performance Units, whether to settle such Award in cash, Shares, or a combination
of cash and Shares.


 


(e)
Notwithstanding anything contained in this Plan to the contrary, the Board as a whole shall
pre-approve each Award grant under this Section 9 to Non-Employee Directors.


 


Unless
otherwise provided by the Committee, a Participant shall not be entitled to and shall agree to waive or otherwise surrender any
rights to receive dividends or dividend equivalents paid with respect to Performance Shares or Performance Units valued in Shares
until after the Performance Shares or Performance Units have been earned.


 


10.
Restricted Stock and Restricted Stock Unit Awards.


 


Subject
to the terms of this Plan, the Committee shall determine all terms and conditions of each award of Restricted Stock or Restricted
Stock Units, including but not limited to:


 


(a)
The number of Shares and/or units to which such Award relates.


 


(b)
The period of time over which the restrictions imposed on Restricted Stock will lapse and
the vesting of Restricted Stock Units will occur, and whether, as a condition for the Participant to realize all or a portion of
the benefit provided under the Award, one or more Performance Goals must be achieved during such period as the Committee specifies;
provided that, subject to the provisions of Section 10(c), an Award that is subject to the achievement of Performance Goals must
have a restriction or vesting period of at least one year, and an Award that is not subject to Performance Goals must have a restriction
or vesting period of at least three years. Notwithstanding the foregoing, if the Committee determines in its sole discretion that
an Award of Restricted Stock or Restricted Stock Units is granted to a Participant in lieu of cash compensation (including without
limitation bonus cash compensation), the Committee may impose such restriction or vesting period on such Award as it determines.


 


(c)
Whether all or any portion of the restrictions or vesting schedule imposed on the Award will
lapse or be accelerated upon a Participant's death, Disability or Retirement.


 


(d)
With respect to Restricted Stock Units, whether to settle such Awards in cash, Shares, or
a combination of cash and Shares.


 




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(e)
With respect to Restricted Stock, the manner of registration of certificates for such Shares,
and whether to hold such Shares in escrow pending lapse of the restrictions or to issue such Shares with an appropriate legend
referring to such restrictions.


 


(f)
Whether dividends paid with respect to an Award of Restricted Stock will be immediately paid
or held in escrow or otherwise deferred and whether such dividends shall be subject to the same terms and conditions as the Award
to which they relate.


 


(g)
Notwithstanding anything contained in this Plan to the contrary, the Board as a whole shall
pre-approve each grant under this Section 10 to Non-Employee Directors.


 


11.
 Dividend Equivalent Units.
Subject to the terms and conditions of this Plan, the Committee shall determine all terms and conditions of each award of Dividend
Equivalent Units, including but not limited to whether such Award will be granted in tandem with another Award, and the form, timing
and conditions of payment.


 


12.
 Payment of Directors' Fees in Options.
Subject to such restrictions as may be imposed by the Board, a Non-Employee Director may elect to receive all or any portion of
his or her annual cash retainer payment from the Company in the form of Options. The number of Options granted as a result of such
election shall be determined by multiplying the amount of foregone cash compensation by four (4), and dividing such product by
the Fair Market Value of a Share on the date the cash compensation would have otherwise been paid to the Non-Employee Director.


Such
Options shall be issued under and subject to the terms of this Plan. An election under this Section 12 shall be filed with the
Company on such form and in such manner as the Board determines. The Board as a whole shall pre-approve each option grant under
this Section 12.


 


13.
 Transferability.
Awards are not transferable other than by will or the laws of descent and distribution, unless and to the extent the Committee
allows a Participant to: (a) designate in writing a beneficiary to exercise the Award after the Participant's death; or (b) transfer
an Award.


 


14.
 Termination and Amendment of Plan; Amendment,
Modification or Cancellation of Awards.


 


(a)
Term of Plan.
This Plan will terminate on the tenth anniversary of the Effective Date unless the Board or Committee earlier terminates this Plan
pursuant to Section 14(b).


 


(b)
Termination and Amendment.
The Board or the Committee may amend, suspend or terminate this Plan at any time, subject to the following limitations:


 


(i)
the Board must approve any amendment, suspension or termination of this Plan to the extent the Company determines such approval
is required by: (A) action of the Board, (B) applicable corporate law, (C) the listing requirements of any principal securities
exchange or market on which the Shares are then traded, or (D) any other applicable law;


 




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(ii)
 stockholders must approve any amendment of this Plan to the extent the Company determines
such approval is required by: (A) Section 16 of the Exchange Act, (B) the Code, (C) the listing requirements of any principal securities
exchange or market on which the Shares are then traded, or (D) any other applicable law; and


 


(iii)
stockholders must approve any of the following Plan amendments: (A) an amendment to materially
increase any number of Shares specified in Section 6(a) or 6(d) (except as permitted by Section 16); or (B) an amendment to the
provisions of Section 14(e).


 


(c)
Amendment, Modification or Cancellation of
Awards. Except as provided in Section 14(e) and subject to the requirements of
this Plan, the Committee may modify or amend any Award or waive any restrictions or conditions applicable to any Award or the exercise
of the Award, and the terms and conditions applicable to any Awards may at any time be amended, modified or canceled by mutual
agreement between the Committee and the Participant, so long as any amendment or modification does not increase the number of Shares
issuable under this Plan (except as permitted by Section 16), but the Committee need not obtain Participant (or other interested
party) consent for the cancellation of an Award pursuant to the provisions of Section 16(a) or the modification of an Award to
the extent deemed necessary to comply with any applicable law or the listing requirements of any principal securities exchange
or market on which the Shares are then traded, or to preserve favorable accounting treatment of any Award for the Company.


 


(d)
Survival of Authority and Awards.
Notwithstanding the foregoing, the authority of the Board and the Committee under this Section 14 will extend beyond the date of
this Plan's termination. In addition, termination of this Plan will not affect the rights of Participants with respect to Awards
previously granted to them, and all unexpired Awards will continue in force and effect after termination of this Plan except as
they may lapse or be terminated by their own terms and conditions.


 


(e)
Repricing and Backdating Prohibited.
Notwithstanding anything in this Plan to the contrary, and except for the adjustments provided in Section 16, neither the Committee
nor any other person may decrease the exercise or grant price for any outstanding Option or SAR after the date of grant, cancel
an outstanding Option or SAR in exchange for cash or other Awards (other than cash or other Awards with a value equal to the excess
of the Fair Market Value of the Shares subject to such Option or SAR at the time of cancellation over the exercise or grant price
for such Shares) or allow a Participant to surrender an outstanding Option or SAR to the Company as consideration for the grant
of a new Option or SAR with a lower exercise price. In addition, the Committee may not make a grant of an Option or SAR with a
grant date that is effective prior to the date the Committee takes action to approve such Award.


 




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(f)
Foreign Participation.
To assure the viability of Awards granted to Participants employed in foreign countries, the Committee may provide for such special
terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the
Committee may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it determines is
necessary or appropriate for such purposes. Any such amendment, restatement or alternative versions that the Committee approves
for purposes of using this Plan in a foreign country will not affect the terms of this Plan for any other country. In addition,
all such supplements, amendments, restatements or alternative versions must comply with the provisions of Section 14(b)(ii).


 


(g)
Recoupment.
Any Awards granted pursuant to the Plan, and any Stock issued or cash paid pursuant to an Award, shall be subject to (A) any recoupment,
clawback, equity holding, stock ownership or similar policies adopted by the Company from time to time and (B) any recoupment,
clawback, equity holding, stock ownership or similar requirements made applicable by law, regulation or listing standards to the
Company from time to time.


 


15.
Taxes.


 


(a)
Withholding Right.
The Company is entitled to withhold the amount of any tax attributable to any amount payable or Shares deliverable under this Plan
after giving the person entitled to receive such amount or Shares notice as far in advance as practicable, and the Company may
defer making payment or delivery if any such tax may be pending unless and until indemnified to its satisfaction.


 


(b)
Use of Shares to Satisfy Tax Withholding.
A Participant shall have the right to satisfy all or a portion of the federal, state and local withholding tax obligations arising
in connection with an Award by electing to (i) have the Company withhold Shares otherwise issuable under the Award, (ii) tender
back Shares received in connection with such Award or (iii) deliver other previously owned Shares, in each case having a Fair Market
Value equal to the amount to be withheld. However, the amount to be withheld may not exceed the total minimum federal, state and
local tax withholding obligations associated with the transaction to the extent required to avoid an expense on the Company's financial
statements. The election must be made on or before the date as of which the amount of tax to be withheld is determined and otherwise
as the Committee requires.


 


(c)
No Guarantee of Tax Treatment.
Notwithstanding any provision of the Plan to the contrary, the Company does not guarantee to any Participant or any other person
with an interest in an Award that (i) any Award intended to be exempt from Code Section 409A shall be so exempt, (ii) any Award
intended to comply with Code Section 409A or Code Section 422 shall so comply, or (iii) any Award shall otherwise receive a specific
tax treatment under any other applicable tax law, nor in any such case will the Company or any Affiliate be obligated to indemnify,
defend or hold harmless any individual with respect to the tax consequences of any Award.


 




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(d)
Participant Responsibility. If a Participant shall dispose
of Stock acquired through exercise of an Incentive Stock Option within either (i) two years after the date the Option is granted
or (ii) one year after the date the Option is exercised (i.e., in a disqualifying disposition), such Participant shall notify the
Company within seven days of the date of such disqualifying disposition.


 


16.
Adjustment Provisions; Change of Control.


 


(a)
Adjustment of Shares. If the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of
Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company,
or other similar corporate transaction or event affects the Shares such that the Committee determines an adjustment to be appropriate
to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, then, subject
to Participants' rights under Section 16(c), the Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and type of Shares subject to this Plan (including the number and type of Shares described in Sections 6(a) and
6(d)), and which may after the event be made the subject of Awards under this Plan, (ii) the number and type of Shares subject
to outstanding Awards, and (iii) the grant, purchase, or exercise price with respect to any Award. In any such case, the Committee
may also (or in lieu of the foregoing) make provision for a cash payment to the holder of an outstanding Award in exchange for
the cancellation of all or a portion of the Award (without the consent of the holder of an Award) in an amount determined by the
Committee effective at such time as the Committee specifies (which may be the time such transaction or event is effective), but
if such transaction or event constitutes a Change of Control, then (A) such payment shall be at least as favorable to the holder
as the amount the holder could have received in respect of such Award under Section 16(c) and (b) from and after the Change of
Control, the Committee may make such a provision only if the Committee determines that doing so is necessary to substitute, for
each Share then subject to an Award, the number and kind of shares of stock, other securities, cash or other property to which
holders of Stock are or will be entitled in respect of each Share pursuant to the transaction or event in accordance with the last
sentence of this subsection (a). However, in each case, with respect to Awards of Incentive Stock Options, no such adjustment may
be authorized to the extent that such authority would cause this Plan to violate Code Section 422(b). Further, the number of Shares
subject to any Award payable or denominated in Shares must always be a whole number. Without limitation, subject to Participants'
rights under Section 16(c), in the event of any reorganization, merger, consolidation, combination or other similar corporate transaction
or event, whether or not constituting a Change of Control (other than any such transaction in which the Company is the continuing
corporation and in which the outstanding Stock is not being converted into or exchanged for different securities, cash or other
property, or any combination thereof), the Committee may substitute, on an equitable basis as the Committee determines, for each
Share then subject to an Award, the number and kind of shares of stock, other securities, cash or other property to which holders
of Stock are or will be entitled in respect of each Share pursuant to the transaction.


 




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(b)
Issuance or Assumption.
Notwithstanding any other provision of this Plan, and without affecting the number of Shares otherwise reserved or available under
this Plan, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, the Committee may
authorize the issuance of substitute awards or assumption of awards under this Plan by another party to any such merger, consolidation,
acquisition or reorganization upon such terms and conditions as it may deem appropriate.


 


(c)
Change of Control.


 


(i)
The Committee may specify, either in an Award Agreement or at the time of a Change of Control,
whether an outstanding Award shall become vested and/or payable, in whole or in part, as a result of a Change of Control.


 


(ii)
 If, in connection with the Change of Control, the Options and SARs issued under the
Plan are not assumed, or if substitute Options and SARs are not issued by the successor or Affiliate thereof in the Change of Control
transaction, or if the assumed or substituted awards fail to contain similar terms and conditions as the Award prior to the Change
of Control or fail to preserve, to the extent applicable, the benefit to be provided to the Participant as of the date of the Change
of Control, including but not limited to the right of the Participant to receive shares upon exercise of the Option or SAR that
are registered for sale to the public pursuant to an effective registration statement filed with the U.S. Securities and Exchange
Commission, then (1) each holder of an Option or SAR that is outstanding as of the date of the Change of Control who is an employee
of the Company or any Subsidiary shall have the right, and (2) the Committee, in its sole discretion, may grant to a holder of
an Option or SAR that is outstanding as of the date of the Change of Control who is not an employee of the Company or any Subsidiary
the right, exercisable by written notice to the Company (or its successor in the Change of Control transaction) within 30 days
after the Change of Control (but not beyond the Option's or SAR's expiration date), to receive, in exchange for the surrender of
the Option or SAR, an amount of cash equal to the excess of the greater of the Fair Market Value of the Shares determined on the
Change of Control date or the Fair Market Value of the Shares on the date of surrender covered by the Option or SAR (to the extent
vested and not yet exercised) that is so surrendered over the purchase or grant price of such Shares under the Award. If the Committee
so determines prior to the Change of Control, any such Option or SAR that is not exercised or surrendered prior to the end of such
30- day period will be cancelled.


 




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(iii)
If, in connection with the Change of Control, the Shares issued to a Participant as a result of the accelerated vesting or payment
of a Restricted Stock Award, Performance Share Award, Restricted Stock Unit Award, Performance Unit Award or Dividend Equivalent
Award under this subsection (c) are not registered for sale to the public pursuant to an effective registration statement filed
with the U.S. Securities and Exchange Commission, then each holder of such Shares shall have the right, exercisable by written
notice to the Company (or its successor in the Change of Control transaction) within 30 days after the Change of Control, to receive,
in exchange for the surrender of such Shares an amount of cash equal to the greater of the Fair Market Value of a Share on the
Change of Control date or the Fair Market Value of such Share on the date of surrender.


 


The
provisions of Sections 16(c)(ii) and (iii) shall govern the treatment of awards made under the 2010 Plan and 2013 Plan in the event
of a Change of Control, and the 2010 Plan and 2013 Plan are each deemed amended accordingly.


 


(d)
Parachute Payment Limitation.


 


(i)
Scope of Limitation.
This Section 16(d) shall apply to an Award only if:


 


(A)
 the independent auditors most recently selected by the Board (the "Auditors")
determine that the after-tax value of such Award to the Participant, taking into account the effect of all federal, state and local
income taxes, employment taxes and excise taxes applicable to the Participant (including the excise tax under Code Section 4999),
will be greater after the application of this Section 16(d) than it was before the application of this Section 16(d); or


 


(B)
 the Committee, at the time of making an Award under the Plan or at any time thereafter,
specifies in writing that such Award shall be subject to this Section 16(d) (regardless of the after-tax value of such Award to
the Participant).


 


If
this Section 16(d) applies to an Award, it shall supersede any contrary provision of the Plan or of any Award granted under the
Plan.


 


(ii)
 Basic Rule.
Except as may be set forth in a written agreement by and between the Company and the holder of an Award, in the event that the
Auditors determine that any payment or transfer by the Company under the Plan to or for the benefit of a Participant (a "Payment")
would be nondeductible by the Company for federal income tax purposes because of the provisions concerning "excess parachute
payments" in Code Section 280G, then the aggregate present value of all Payments shall be reduced (but not below zero) to
the Reduced Amount. For purposes of this Section 16(d), the "Reduced Amount" shall be the amount, expressed as a present
value, which maximizes the aggregate present value of the Payments without causing any Payment to be nondeductible by the Company
because of Code Section 280G.


 




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(iii)
Reduction of Payments.
If the Auditors determine that any Payment would be nondeductible by the Company because of Code Section 280G, then the Company
shall promptly give the Participant notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount,
and the Participant may then elect, in his or her sole discretion, which and how much of the Payments shall be eliminated or reduced
(as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company
in writing of his or her election within ten (10) days of receipt of notice. If no such election is made by the Participant within
such ten (10) day period, then the Company may elect which and how much of the Payments shall be eliminated or reduced (as long
as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall notify the Participant
promptly of such election. For purposes of this Section 16(d), present value shall be determined in accordance with Code Section
280G(d)(4). All determinations made by the Auditors under this Section 16(d) shall be binding upon the Company and the Participant
and shall be made within sixty (60) days of the date when a Payment becomes payable or transferable. As promptly as practicable
following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Participant
such amounts as are then due to him or her under the Plan and shall promptly pay or transfer to or for the benefit of the Participant
in the future such amounts as become due to him or her under the Plan.


 


(iv)
Overpayments and Underpayments.
As a result of uncertainty in the application of Code Section 280G at the time of an initial determination by the Auditors hereunder,
it is possible that Payments will have been made by the Company that should not have been made (an "Overpayment") or
that additional Payments that will not have been made by the Company could have been made (an "Underpayment"), consistent
in each case with the calculation of the Reduced Amount hereunder. In the event that the Auditors, based upon the assertion of
a deficiency by the Internal Revenue Service against the Company or the Participant that the Auditors believe has a high probability
of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Participant
which he or she shall repay to the Company, together with interest at the applicable federal rate provided in Code Section 7872(f)(2);
provided, however, that no amount shall be payable by the Participant to the Company if and to the extent that such payment would
not reduce the amount subject to taxation under Code Section 4999. In the event that the Auditors determine that an Underpayment
has occurred, such Underpayment shall promptly be paid or transferred by the Company to or for the benefit of the Participant,
together with interest at the applicable federal rate provided in Code Section 7872(f)(2).


 




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(v)
Related Corporations. For purposes of this Section 16(d),
the term "Company" shall include affiliated corporations to the extent determined by the Auditors in accordance with
Code Section 280G(d)(5).


 


17.
Miscellaneous.


 


(a)
Other Terms and Conditions. The grant of any Award may also
be subject to other provisions (whether or not applicable to the Award granted to any other Participant) as the Committee determines
appropriate, including, without limitation, provisions for:


 


(i)
one or more means to enable Participants to defer the delivery of Shares or recognition of
taxable income relating to Awards or cash payments derived from the Awards on such terms and conditions as the Committee determines,
including, by way of example, the form and manner of the deferral election, the treatment of dividends paid on the Shares during
the deferral period or a means for providing a return to a Participant on amounts deferred, and the permitted distribution dates
or events (provided that if Shares would have otherwise been issued under an Award but for the deferral described in this paragraph,
then such Shares shall be treated as if they were issued for purposes of Sections 6(a));


 


(ii)
 the payment of the purchase price of Options by delivery of cash or other Shares or
other securities of the Company (including by attestation) having a then Fair Market Value equal to the purchase price of such
Shares, or by delivery (including by fax) to the Company or its designated agent of an executed irrevocable option exercise form
together with irrevocable instructions to a broker dealer to sell or margin a sufficient portion of the Shares and deliver the
sale or margin loan proceeds directly to the Company to pay for the exercise price;


 


(iii)
conditioning the grant or benefit of an Award on the Participant's agreement to comply with
covenants not to compete, not to solicit employees and customers and not to disclose confidential information that may be effective
during or after the Participant's employment or service, and/or provisions requiring the Participant to disgorge any profit, gain
or other benefit received in connection with an Award as a result of the breach of such covenant;


 


(iv)
the automatic grant of a new Option (the "replenishment Option") to a Participant
who pays the exercise price of an existing Option in Shares; provided that the replenishment Option shall cover only that number
of Shares that is used to pay the exercise price and shall expire at the same time as the original Option to which it relates;


 




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(v)
 restrictions on resale or other disposition of Shares, including imposition of a retention
period; and


 


(vi)
compliance with federal or state securities laws and stock exchange requirements.


 


(b)
Employment or Service.
The issuance of an Award shall not confer upon a Participant any right with respect to continued employment or service with the
Company or any Affiliate, or the right to continue as a Director. Unless determined otherwise by the Committee, for purposes of
the Plan and all Awards, the following rules shall apply:


 


(i)
a Participant who transfers employment between the Corporation and any Affiliate of the Company,
or between the Company's Affiliates, will not be considered to have terminated employment;


 


(ii)
 a Participant who ceases to be a Non-Employee Director because he or she becomes an
employee of the Company or an Affiliate shall not be considered to have ceased service as a Director with respect to any Award
until such Participant's termination of employment with the Company and its Affiliates;


 


(iii)
a Participant who ceases to be employed by the Company or an Affiliate of the Company and
immediately thereafter becomes a Non-Employee Director, a non- employee director of any Affiliate, or a consultant to the Company
or any Affiliate shall not be considered to have terminated employment until such Participant's service as a director of, or consultant
to, the Company and its Affiliates has ceased; and


 


(iv)
a Participant employed by an Affiliate of the Company will be considered to have terminated
employment when such entity ceases to be an Affiliate of the Company.


 


Notwithstanding
anything herein contained to the contrary, for purposes of an Award that is subject to Code Section 409A, if a Participant's termination
of employment or service triggers the payment of compensation under such Award, then the Participant will be deemed to have terminated
employment or service upon his or her "separation from service" within the meaning of Code Section 409A. Notwithstanding
any other provision in this Plan or an Award to the contrary, if any Participant is a "specified employee" within the
meaning of Code Section 409A as of the date of his or her "separation from service" within the meaning of Code Section
409A, then, to the extent required by Code Section 409A, any payment made to the Participant on account of such separation from
service shall not be made before a date that is six months after the date of the separation from service.


 


(c)
No Fractional Shares.
No fractional Shares or other securities may be issued or delivered pursuant to this Plan, and the Committee may determine whether
cash, other securities or other property will be paid or transferred in lieu of any fractional Shares or other securities, or whether
such fractional Shares or other securities or any rights to fractional Shares or other securities will be canceled, terminated
or otherwise eliminated.


 




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(d)
Unfunded Plan.
This Plan is unfunded and does not create, and should not be construed to create, a trust or separate fund with respect to this
Plan's benefits. This Plan does not establish any fiduciary relationship between the Company and any Participant or other person.
To the extent any person holds any rights by virtue of an Award granted under this Plan, such rights are no greater than the rights
of the Company's general unsecured creditors.


 


(e)
Requirements of Law and Securities Exchange.
The granting of Awards and the issuance of Shares in connection with an Award are subject to all applicable laws, rules and regulations
and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding any other
provision of this Plan or any Award Agreement, the Company has no liability to deliver any Shares under this Plan or make any payment
unless such delivery or payment would comply with all applicable laws and the applicable requirements of any securities exchange
or similar entity, and unless and until the Participant has taken all actions required by the Company in connection therewith.
The Company may impose such restrictions on any Shares issued under the Plan as the Company determines necessary or desirable to
comply with all applicable laws, rules and regulations or the requirements of any national securities exchanges.


 


(f)
Governing Law.
This Plan, and all agreements under this Plan, will be construed in accordance with and governed by the laws of the State of Delaware,
without reference to any conflict of law principles. The parties agree that the exclusive venue for any legal action or proceeding
with respect to this Plan, any Award or any Award Agreement, or for recognition and enforcement of any judgment in respect of this
Plan, any Award or any Award Agreement, shall be a court sitting in the County of Los Angeles, or the Federal District Court for
the Central District of California sitting in the County of Los Angeles, in the State of California, and further agree that any
such action may be heard only in a "bench" trial, and any party to such action or proceeding shall agree to waive its
right to assert a jury trial.


 


(g)
Limitations on Actions.
Any legal action or proceeding with respect to this Plan, any Award or any Award Agreement, must be brought within one year (365
days) after the day the complaining party first knew or should have known of the events giving rise to the complaint.


 


(h)
Construction.
Whenever any words are used herein in the masculine, they shall be construed as though they were used in the feminine in all cases
where they would so apply; and wherever any words are used in the singular or plural, they shall be construed as though they were
used in the plural or singular, as the case may be, in all cases where they would so apply. Titles of sections are for general
information only, and this Plan is not to be construed with reference to such titles.


 




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(i)
Severability. If any provision of this Plan or any Award
Agreement or any Award (i) is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any
person or Award, or (ii) would disqualify this Plan, any Award Agreement or any Award under any law the Committee deems applicable,
then such provision should be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed
amended without, in the determination of the Committee, materially altering the intent of this Plan, Award Agreement or Award,
then such provision should be stricken as to such jurisdiction, person or Award, and the remainder of this Plan, such Award Agreement
and such Award will remain in full force and effect.


 


ADOPTED
BY BOARD OF DIRECTORS: December 15, 2015


 






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