Exhibit
10.2


 


PINEAPPLE
ENERGY INC.

2022 EQUITY INCENTIVE PLAN


 


(As
amended December 7, 2022)


 


1.            Purpose. The
purpose of the Plan is to assist the Company in attracting, retaining, motivating and rewarding certain key employees, officers,
directors, and consultants of the Company and its Affiliates, promoting the creation of long-term value for shareholders of the
Company by closely aligning the interests of such individuals with those of such shareholders. The Plan authorizes the award of
stock based incentives to selected Service Providers to encourage such persons to expend the maximum effort in the creation of
shareholder value.


 


2.            Definitions. In
this Plan, the following definitions will apply.


 


       (a)           “Affiliate”
means any entity that is a Subsidiary of the Company, or any other entity in which the Company owns, directly or indirectly, at
least 20% of combined voting power of the entity’s Voting Securities and which is designated by the Committee as covered
by the Plan.


 


       (b)           “Award”
means a grant made under the Plan in the form of Options, Stock Appreciation Rights, Restricted Stock, Stock Units, or an Other
Stock-Based Award.


 


       (c)           “Award
Agreement” means the written or electronic agreement, notice or other document containing the terms and conditions applicable
to each Award granted under the Plan, including all amendments thereto. An Award Agreement is subject to the terms and conditions
of the Plan.


 


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


 


       (e)           “Cause”
means, unless otherwise defined in a then-effective written agreement (including an Award Agreement) between a Participant and
the Company or any Affiliate, (i) the Participant’s failure or refusal to perform satisfactorily the duties reasonably required
of the Participant by the Company (other than by reason of Disability) in any material respect; (ii) the Participant’s material
violation of any law, rule, regulation, or court order, including any commission of, indictment for or conviction of any crime
that constitutes a felony or other similar category of crime outside the United States (whether or not involving the Company or
any of its Affiliates); (iii) conduct of the Participant, in connection with their employment or service, that has resulted, or
could reasonably be expected to result, in material injury to the business or reputation of the Company or any of its Affiliates;
(iv) a material violation of the policies of the Company or any of its Affiliates applicable to the Participant, including but
not limited to, those relating to sexual harassment, the disclosure or misuse of confidential information, or those set forth
in the manuals or policy statements of the Company or any of its Affiliates or any breach of any fiduciary duty or non-solicitation,
non-competition or similar obligation owed to the Company or any of its Affiliates; (v) the Participant’s act(s) of gross
negligence or willful misconduct in the course of their employment or service with the Company and its Affiliates; or (vi) misappropriation
by the Participant of any assets or business opportunities of the Company or any of its Affiliates. If, subsequent to the Participant’s
termination of Services for any reason other than Cause it is discovered that the Participant’s Services could have been
terminated for Cause, such Participant’s Services shall, at the discretion of the Committee, be deemed to have been terminated
for Cause for all purposes under this Plan, and the Participant shall be required to repay to the Company all amounts they received
in connection with Awards following such termination of Services that would have been forfeited under the Plan had such termination
of Services been by the Company or its Affiliates for Cause. In the event that there is an Award Agreement or other then-effective
written agreement between the Company or an Affiliate and a Participant otherwise defining Cause, “Cause” shall have
the meaning provided in such agreement, and a termination of Services for Cause hereunder shall not be deemed to have occurred
unless all applicable notice and cure periods in such other agreement are complied with.


 


       (f)       
   “Change in Control” means:


 






    


     


    

 


       (1)
An Exchange Act Person becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of
the Company representing 50% or more of the combined voting power of the Company’s then outstanding Voting Securities, except
that the following will not constitute a Change in Control:


 


       (A)         any
acquisition of securities of the Company by an Exchange Act Person from the Company for the purpose of providing financing to
the Company;


 


       (B)          any
formation of a Group consisting solely of beneficial owners of the Company’s Voting Securities as of the effective date
of this Plan;


 


       (C)          any
repurchase or other acquisition by the Company of its Voting Securities that causes any Exchange Act Person to become the beneficial
owner of 50% or more of the Company’s Voting Securities; or


 


       (D)         
with respect to any particular Participant, any acquisition of securities of the Company by the Participant, any Group including
the Participant, or any entity controlled by the Participant or a Group including the Participant.


 


       If,
however, an Exchange Act Person or Group referenced in clause (A), (B) or (C) above acquires beneficial ownership of additional
Company Voting Securities after initially becoming the beneficial owner of 50% or more of the combined voting power of the Company’s
Voting Securities by one of the means described in those clauses, then a Change in Control will be deemed to have occurred. Furthermore,
a Change in Control will occur if a Person becomes the beneficial owner of more than 50% of the Company’s Voting Securities
as the result of a Corporate Transaction only if the Corporate Transaction is itself a Change in Control pursuant to subsection
(f)(3) of this definition.


 


       (2)           Individuals
who are Continuing Directors cease for any reason to constitute at least a majority of the members of the Board.


 


       (3)           A
Corporate Transaction is consummated, unless, immediately following such Corporate Transaction, all or substantially all of the
individuals and entities who were the beneficial owners of the Company’s Voting Securities immediately prior to such Corporate
Transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding Voting
Securities of the surviving or acquiring entity resulting from such Corporate Transaction (including beneficial ownership through
any Parent of such entity) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction,
of the Company’s Voting Securities.


 


       Notwithstanding
the foregoing, to the extent that any Award constitutes a deferral of compensation subject to Code Section 409A, and if that Award
provides for a change in the time or form of payment upon a Change in Control, then no Change in Control shall be deemed to have
occurred upon an event described herein unless the event would also constitute a change in ownership or effective control of,
or a change in the ownership of a substantial portion of the assets of, the Company under Code Section 409A.


 


       (g)          “Code”
means the Internal Revenue Code of 1986, as amended and in effect from time to time. For purposes of the Plan, references to sections
of the Code shall be deemed to include any applicable regulations thereunder and any successor or similar statutory provisions.


 


       (h)          “Committee”
means the Compensation Committee of the Board or any other committee appointed by the Board to administer the Plan, or, in the
absence of any such committee, the Board. To the extent necessary to comply with applicable law (including any then-applicable
stock exchange rules and regulations), any committee appointed by the Board to administer the Plan shall consist of two or more
Non-Employee Directors designated by the Board, each member of which shall be (i) an independent director within the meaning of
applicable stock exchange rules and regulations and (ii) a non-employee director within the meaning of Exchange Act Rule 16b-3.


 


       (i)            “Company”
means Pineapple Holdings, Inc. (formerly known as Communications Systems, Inc.), a Minnesota corporation, and any successor thereto.


 






    


     


    

 


       (j)            “Continuing
Director” means an individual (i) who is, as of the effective date of the Plan, a director of the Company, or (ii) who becomes
a director of the Company after the effective date hereof and whose initial election, or nomination for election by the Company’s
shareholders, was approved by at least a majority of the then Continuing Directors but excluding, for purposes of this clause
(ii), an individual whose initial assumption of office occurs as the result of a proxy contest involving the solicitation of proxies
or consents by a person or Group other than the Board, or by reason of an agreement intended to avoid or settle a proxy contest.


 


       (k)        
  “Corporate Transaction” means (i) a sale or other disposition of all or substantially all of the assets
of the Company, or (ii) a merger, consolidation, share exchange or similar transaction involving the Company, regardless of whether
the Company is the surviving entity.


 


       (l)            “Disability”
means (A) any permanent and total disability under any long-term disability plan or policy of the Company or its Affiliates that
covers the Participant, or (B) if there is no such long-term disability plan or policy, “total and permanent disability”
within the meaning of Code Section 22(e)(3).


 


       (m)          “Employee”
means an employee of the Company or an Affiliate; provided that, for purposes of an Award that is intended to qualify as an Incentive
Stock Option, “Employee” shall mean an employee of the Company or a Subsidiary.


 


       (n)        
 “Exchange Act” means the Securities Exchange Act of 1934, as amended and in effect from time to time.


 


       (o)
         “Exchange Act Person” means any natural person, entity or Group other
than (i) the Company or any Affiliate; (ii) any employee benefit plan (or related trust) sponsored or maintained by the Company
or any Affiliate; (iii) an underwriter temporarily holding securities in connection with a registered public offering of such
securities; or (iv) an entity whose Voting Securities are beneficially owned by the beneficial owners of the Company’s Voting
Securities in substantially the same proportions as their beneficial ownership of the Company’s Voting Securities.


 


       (p)          “Fair
Market Value” means the fair market value of a Share determined as follows:


 


(i)         If
the Shares are readily tradable on an established securities market (as determined under Code Section 409A), then Fair Market
Value will be the closing sales price for a Share on the principal securities market in the United States on which it trades on
the date for which it is being determined, or if no sale of Shares occurred on that date, on the next preceding date on which
a sale of Shares occurred, as reported by such principal securities market; or


 


(ii)       If
the Shares are not then readily tradable on an established securities market (as determined under Code Section 409A), then Fair
Market Value will be determined by the Committee as the result of a reasonable application of a reasonable valuation method that
satisfies the requirements of Code Section 409A.


 


       (q)          “Grant
Date” means the date on which the Committee approves the grant of an Award under the Plan, or such later date as may be
specified by the Committee on the date the Committee approves the Award.


 


       (r)           “Group”
means two or more persons who act, or agree to act together, as a partnership, limited partnership, syndicate or other group for
the purpose of acquiring, holding, voting or disposing of securities of the Company.


 


       (s)           “Non-Employee
Director” means a member of the Board who is not an Employee.


 


       (t)           “Option”
means a right granted under the Plan to purchase a specified number of Shares at a specified price. An “Incentive Stock
Option” or “ISO” means any Option designated as such and granted in accordance with the requirements of Code
Section 422. A “Non-Qualified Stock Option” or “NQSO” means an Option other than an Incentive Stock Option.


 






    


     


    

 


       (u)
         “Other Stock-Based Award” means an Award described in Section
11 of this Plan.


 


       (v)
         “Participant” means a Service Provider to whom a then-outstanding
Award has been granted under the Plan.


 


       (w)         “Plan”
means this Pineapple Holdings, Inc. 2022 Equity Incentive Plan, as amended and in effect from time to time.


 


       (x)           “Restricted
Stock” means Shares issued to a Participant that are subject to such restrictions on transfer, vesting conditions and other
restrictions or limitations as may be set forth in this Plan and the applicable Award Agreement.


 


       (y)          “Service”
means the provision of services by a Participant to the Company or any Affiliate in any Service Provider capacity. A Service Provider’s
Service shall be deemed to have terminated either upon an actual cessation of providing services to the Company or any Affiliate
or upon the entity to which the Service Provider provides services ceasing to be an Affiliate. Unless otherwise determined by
the Committee, in the event that a Subsidiary to whom the Participant provides Services ceases for any reason to be an Affiliate
of the Company, the Participant shall be deemed to have had a termination of Services for purposes of the Plan effective as of
the date of such cessation. Except as otherwise provided in this Plan or any Award Agreement, Service shall not be deemed terminated
in the case of (i) any approved leave of absence; (ii) transfers among the Company and any Affiliate in any Service Provider capacity;
or (iii) any change in status so long as the individual remains in the service of the Company or any Affiliate in any Service
Provider capacity.


 


       (z)           “Service
Provider” means an Employee, a Non-Employee Director, or any natural person who is a consultant or advisor, or is employed
by a consultant or advisor retained by the Company or any Affiliate, and who provides services to the Company or any Affiliate.


 


       (aa)        
“Share” means a share of Stock.


 


       (bb)        “Stock”
means the common stock, $0.05 par value per Share, of the Company.


 


       (cc)
        “Stock Appreciation Right” or “SAR” means the right to
receive, in cash and/or Shares as determined by the Committee, an amount equal to the appreciation in value of a specified number
of Shares between the Grant Date of the SAR and its exercise date.


 


       (dd)       
“Stock Unit” means a right to receive, in cash and/or Shares as determined by the Committee, the Fair Market Value
of a Share, subject to such restrictions on transfer, vesting conditions and other restrictions or limitations as may be set forth
in this Plan and the applicable Award Agreement.


 


       (ee)
        “Subsidiary” means a “subsidiary corporation,” as defined
in Code Section 424(f), of the Company.


 


       (ff)
         “Substitute Award” means an Award granted upon the assumption
of, or in substitution or exchange for, outstanding awards granted by a company or other entity acquired by the Company or any
Affiliate or with which the Company or any Affiliate combines. The terms and conditions of a Substitute Award may vary from the
terms and conditions set forth in the Plan to the extent that the Committee at the time of the grant may deem appropriate to conform,
in whole or in part, to the provisions of the award in substitution for which it has been granted.


 


       (gg)       
“Voting Securities” of an entity means the outstanding equity securities (or comparable equity interests) entitled
to vote generally in the election of directors of such entity.


 


3.             Administration
of the Plan.


 


       (a)           Administration.
The authority to control and manage the operations and administration of the Plan shall be vested in the Committee in accordance
with this Section 3.


 






    


     


    

 


       (b)          Scope
of Authority. Subject to the terms of the Plan, the Committee shall have the authority, in its discretion, to take such actions
as it deems necessary or advisable to administer the Plan, including:


 


     (1)       determining
the Service Providers to whom Awards will be granted, the timing of each such Award, the type of and the number of Shares covered
by each Award, the terms, conditions, performance criteria, restrictions and other provisions of Awards, and the manner in which
Awards are paid or settled;         


 


   
 (2)       cancelling or suspending an Award, accelerating the vesting or extending the
exercise period of an Award, or otherwise amending the terms and conditions of any outstanding Award, subject to the requirements
of Sections 6(b), 15(d) and 15(e);


 


   
 (3)       adopting sub-plans or special provisions applicable to Awards, establishing,
amending or rescinding rules to administer the Plan, interpreting the Plan and any Award or Award Agreement, reconciling any inconsistency,
correcting any defect or supplying an omission in the Plan or any Award Agreement, and making all other determinations necessary
or desirable for the administration of the Plan;


 


   
 (4)       granting Substitute Awards under the Plan;


 


   
 (5)       taking such actions as are provided in Section 3(c) with respect to Awards
to foreign Service Providers; and


 


   
 (6)       requiring or permitting the deferral of the settlement of an Award, and establishing
the terms and conditions of any such deferral.


 


       (c)           Awards
to Foreign Service Providers. The Committee may grant Awards to Service Providers who are located outside of the United States,
who are not United States citizens, who are not compensated from a payroll maintained in the United States, or who are otherwise
subject to (or could cause the Company to be subject to) legal or regulatory requirements of countries outside of the United States,
on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary
or desirable to comply with applicable foreign laws and regulatory requirements and to promote achievement of the purposes of
the Plan. In connection therewith, the Committee may establish such subplans and modify exercise procedures and other Plan rules
and procedures to the extent such actions are deemed necessary or desirable, and may take any other action that it deems advisable
to obtain local regulatory approvals or to comply with any necessary local governmental regulatory exemptions.


 


       (d)           Acts
of the Committee; Delegation. A majority of the members of the Committee shall constitute a quorum for any meeting of the
Committee, and any act of a majority of the members present at any meeting at which a quorum is present or any act in writing
by a majority of the members of the Committee shall be the act of the Committee. Any such action of the Committee shall be valid
and effective even if one or more members of the Committee at the time of such action are later determined not to have satisfied
all of the criteria for membership in clauses (i) and (ii) of Section 2(h). To the extent not inconsistent with applicable law
or stock exchange rules, the Committee may delegate all or any portion of its authority under the Plan to any one or more of its
members or, as to Awards to Participants who are not subject to Section 16 of the Exchange Act, to one or more directors or executive
officers of the Company or to a committee of the Board comprised of one or more directors of the Company. The Committee may also
delegate non-discretionary administrative responsibilities in connection with the Plan to such other persons as it deems advisable.


 


       (e)           Finality
of Decisions. The Committee’s interpretation of the Plan and of any Award or Award Agreement made under the Plan and
all related decisions or resolutions of the Board or Committee shall be final and binding on all parties with an interest therein.


 


       (f)            Indemnification.
Each person who is or has been a member of the Committee or of the Board, and any other person to whom the Committee delegates
authority under the Plan, shall be indemnified by the Company, to the maximum extent permitted by law, against liabilities and
expenses imposed upon or reasonably incurred by such person in connection with or resulting from any claims against such person
by reason of the performance of the


 



    


     


    

 


 individual’s duties under the Plan. This right to indemnification is conditioned upon
such person providing the Company an opportunity, at the Company’s expense, to handle and defend the claims before such
person undertakes to handle and defend them on such person’s own behalf. The Company will not be required to indemnify any
person for any amount paid in settlement of a claim unless the Company has first consented in writing to the settlement. The foregoing
right of indemnification shall not be exclusive of any other rights of indemnification to which such person or persons may be
entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise.


 


4.             Shares
Available Under the Plan.


 


       (a)           Maximum
Shares Available. Subject to Sections 4(b), 4(c) and 4(d) and to adjustment as provided in Section 12(a), the number of Shares
that may be the subject of Awards and issued under the Plan shall be 1,250,000. Shares issued under the Plan may come from authorized
and unissued shares. In determining the number of Shares to be counted against this share reserve in connection with any Award,
the following rules shall apply:


 


      (i)      
 Where the number of Shares subject to an Award is variable on the Grant Date, the number of Shares to be counted against
the share reserve shall be the maximum number of Shares that could be received under that particular Award, until such time as
it can be determined that only a lesser number of Shares could be received.


 


      (ii)       Shares
subject to Substitute Awards shall not be counted against the share reserve, nor shall they reduce the Shares authorized for grant
to a Participant in any calendar year.


 


      (iii)       Awards
that may be settled solely in cash shall not be counted against the share reserve, nor shall they reduce the Shares authorized
for grant to a Participant in any calendar year.


 


       (b)          Effect
of Forfeitures and Other Actions. Any Shares subject to an Award that expires, is cancelled or forfeited, is settled for cash
or otherwise does not result in the issuance of all of the Shares subject to such Award shall, to the extent of such cancellation,
forfeiture, expiration, cash settlement or non-issuance, again become available for Awards under this Plan, and the share reserve
under Section 4(a) shall be correspondingly replenished as provided in Section 4(c) below. The following Shares shall not, however,
again become available for Awards or replenish the share reserve under Section 4(a): (i) Shares tendered (either actually or by
attestation) by the Participant or withheld by the Company in payment of the exercise price of a stock option issued under this
Plan, (ii) Shares tendered (either actually or by attestation) by the Participant or withheld by the Company to satisfy any tax
withholding obligation with respect to an award under this Plan, (iii) Shares repurchased by the Company with proceeds received
from the exercise of a stock option issued under this Plan, and (iv) Shares subject to a stock appreciation right award issued
under this Plan that are not issued in connection with the stock settlement of that award upon its exercise.


 


       (c)           Counting
Shares Again Available. Each Share that again becomes available for Awards as provided in Section 4(b) shall correspondingly
increase the share reserve under Section 4(a).


 


       (d)           Effect
of Plans Operated by Acquired Companies. If a company acquired by the Company or any Affiliate or with which the Company or
any Affiliate combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation
of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted,
to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition
or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition
or combination) may be used for Awards under the Plan and shall supplement the Share reserve under Section 4(a). Awards using
such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing
plan absent the acquisition or combination, and shall only be made to individuals of such acquired company who were not Employees
or Non-Employee Directors prior to such acquisition or combination.


 


       (e)           No
Fractional Shares. Unless otherwise determined by the Committee, the number of Shares subject to an Award shall always be
a whole number. No fractional Shares may be issued under the Plan, but the


 



    


     


    

 


 Committee may, in its discretion, adopt any rounding
convention it deems suitable or pay cash in lieu of any fractional Share in settlement of an Award.


 


       (f)            Limits
on Awards to Non-Employee Directors.


 


       (i)            The
aggregate value of Awards granted under the Plan to any Participant who is a Non-Employee Director in any calendar year, solely
with respect to his or her service as a Non-Employee Director on the Board, may not exceed $500,000 (based on the Fair Market
Value of the Shares underlying the Award as of the Grant Date for Restricted Stock and Other Stock-Based Awards, and based on
the Grant Date fair value for accounting purposes for Stock Options and Stock Appreciation Rights); and


 


       (ii)            the
aggregate value of Awards granted under the Plan to any Non-Employee Director in connection with their initial appointment as
a Non-Employee Director on the Board may not exceed $500,000 (based on the Fair Market Value of the Shares underlying the Award
as of the Grant Date for Restricted Stock and Other Stock-Based Awards, and based on the Grant Date fair value for accounting
purposes of Stock Options and Stock Appreciation Rights), which, for the avoidance of doubt, may be in addition to any Awards
granted to such Participant under Sections 4(f)(i).


 


5.             Eligibility. Participation
in the Plan is limited to Service Providers or prospective Service Providers conditioned upon such individual actually becoming
an Employee, Non-Employee Director, or consultant eligible to be a Service Provider, respectively. Incentive Stock Options may
only be granted to individuals who are Employees as of the Grant Date of the Incentive Stock Option.


 


6.             General
Terms of Awards.


 


       (a)           Award
Agreement. Each Award shall be evidenced by an Award Agreement setting forth the amount of the Award together with such other
terms and conditions applicable to the Award (and not inconsistent with the Plan) as determined by the Committee. If an Award
Agreement calls for acceptance by the Participant, the Award evidenced by the Award Agreement will not become effective unless
acceptance of the Award Agreement in a manner permitted by the Committee is received by the Company within thirty (30) days of
the date the Award Agreement is delivered to the Participant. An Award to a Participant may be made singly or in combination with
any form of Award. Two types of Awards may be made in tandem with each other such that the exercise of one type of Award with
respect to a number of Shares reduces the number of Shares subject to the related Award by at least an equal amount.


 


       (b)          Vesting
and Term. Each Award Agreement shall set forth the period until the applicable Award is scheduled to vest and, if applicable,
expire (which shall not be more than ten years from the Grant Date), and, consistent with the requirements of this Section 6(b),
the applicable vesting conditions and any applicable performance period. Awards that vest based solely on the satisfaction by
the Participant of service-based vesting conditions shall be subject to a vesting period of not less than one year from the applicable
Grant Date (during which no portion of the award may be scheduled to vest), and Awards whose grant or vesting is subject to the
satisfaction of performance goals over a performance period shall be subject to a performance period of not less than one year.
The foregoing minimum vesting and performance periods will not, however, apply in connection with: (i)  a Change in Control
as provided in Section 12(b)(2), 12(b)(4) or 12(c), (ii) a termination of Service due to death or Disability, (iii) to
a Substitute Award that does not reduce the vesting period of the award being replaced, (iv) Awards made in payment of or exchange
for other compensation already earned and payable, and (v) outstanding, exercised and settled Awards involving an aggregate
number of Shares not in excess of 5% of the Plan’s share reserve specified in Section 4(a). For purposes of Awards
to Non-Employee Directors, a vesting period will be deemed to be one year if runs from the date of one annual meeting of the Company’s
shareholders to the date of the next annual meeting of the Company’s shareholders.


 


       (c)           Transferability.
Except as provided in this Section 6(c), (i) during the lifetime of a Participant, only the Participant or the Participant’s
guardian or legal representative may exercise an Option or SAR, or receive payment with respect to any other Award; and (ii) no
Award may be sold, assigned, transferred, exchanged or encumbered, voluntarily or involuntarily, other than by will or the laws
of descent and distribution. Any attempted transfer in violation of this Section 6(c) shall be of no effect. The Committee
may, however, provide in an Award


 



    


     


    

 


 Agreement or otherwise that an Award (other than an Incentive Stock Option) may be transferred
pursuant to a domestic relations order or may be transferable by gift to any “family member” (as defined in General
Instruction A.1(a)(5) to Form S-8 under the Securities Act of 1933) of the Participant. Any Award held by a transferee shall continue
to be subject to the same terms and conditions that were applicable to that Award immediately before the transfer thereof. For
purposes of any provision of the Plan relating to notice to a Participant or to acceleration or termination of an Award upon the
death or termination of Service of a Participant, the references to “Participant” shall mean the original grantee
of an Award and not any transferee.


 


       (d)          Designation
of Beneficiary. To the extent permitted by the Committee, a Participant may designate a beneficiary or beneficiaries to exercise
any Award or receive a payment under any Award that is exercisable or payable on or after the Participant’s death. Any such
designation shall be on a form approved by the Company and shall be effective upon its receipt by the Company.


 


(e)           Termination
of Service. Unless otherwise provided in an applicable Award Agreement or another then-effective written agreement between
a Participant and the Company, and subject to Section 12 of this Plan, if a Participant’s Service with the Company and all
of its Affiliates terminates, the following provisions shall apply (in all cases subject to the stated expiration of an Option
or SAR Award, as applicable):


 


     (1)       Upon
termination of Service for Cause, or upon conduct during a post-termination exercise period that would constitute Cause, all unexercised
Option and SAR Awards and all unvested portions of any other outstanding Awards shall be immediately forfeited without consideration.


 


     (2)       Upon
termination of Service for any other reason, all unvested and unexercisable portions of any outstanding Awards shall be immediately
forfeited without consideration.


 


     (3)       Upon
termination of Service for any reason other than Cause, death or Disability, the currently vested and exercisable portions of
Option and SAR Awards may be exercised for a period of three months after the date of such termination. However, if a Participant
thereafter dies during such three-month period, the vested and exercisable portions of the Option and SAR Awards may be exercised
for a period of one year after the date of such termination.


 


     (4)       Upon
termination of Service due to death or Disability, the currently vested and exercisable portions of Option and SAR Awards may
be exercised for a period of one year after the date of such termination.


 


       (f)            Rights
as Shareholder. No Participant shall have any rights as a shareholder with respect to any Shares covered by an Award unless
and until the date the Participant becomes the holder of record of the Shares, if any, to which the Award relates.


 


       (g)           Performance-Based
Awards. Any Award may be granted as a performance-based Award if the Committee establishes one or more measures of corporate,
business unit or individual performance which must be attained, and the performance period over which the specified performance
is to be attained, as a condition to the grant, vesting, exercisability, lapse of restrictions and/or settlement in cash or Shares
of such Award. In connection with any such Award, the Committee shall determine the extent to which performance measures have
been attained and other applicable terms and conditions have been satisfied, and the degree to which the grant, vesting, exercisability,
lapse of restrictions and/or settlement of such Award has been earned. The Committee shall also have the authority to provide,
in an Award Agreement or otherwise, for the modification of a performance period and/or adjustments to or waivers of the achievement
of performance goals under specified circumstances such as (i) the occurrence of events that are unusual in nature or infrequently
occurring, such as a Change in Control, an equity restructuring (as described in Section 12(a)), acquisitions, divestitures, restructuring
activities, recapitalizations, or asset write-downs, (ii) a change in applicable tax laws or accounting principles, or (iii) the
Participant’s death or Disability.


 


(h)          Dividends
and Dividend Equivalents. No dividends, dividend equivalents or distributions will be paid with respect to Shares subject
to an Option or SAR Award. Any dividends or distributions payable with respect to Shares that are subject to the unvested portion
of a Restricted Stock Award will be subject to the same restrictions and risk of forfeiture as the Shares to which such dividends
or distributions relate. In its discretion, the Committee


 



    


     


    

 


 may provide in an Award Agreement for a Stock Unit Award or an Other
Stock-Based Award that the Participant will be entitled to receive dividend equivalents, based on dividends actually declared
and paid on outstanding Shares, on the units or other Share equivalents subject to the Stock Unit Award or Other Stock-Based Award,
and such dividend equivalents will be subject to the same restrictions and risk of forfeiture as the units or other Share equivalents
to which such dividend equivalents relate. For the avoidance of doubt, no dividends or dividend equivalents that are accrued with
respect to Shares that are subject to the unvested portion of a Restricted Stock Award or units or other Share equivalents subject
to a Stock Unit Award or Other Stock-Based Award will be payable unless and until the corresponding portion of the Restricted
Stock Award, Stock Unit Award or Other Stock-Based Award vests, unless expressly provided to the contrary by the Committee. The
additional terms of any such dividend equivalents will be as set forth in the applicable Award Agreement, including the time and
form of payment and whether such dividend equivalents will be credited with interest or deemed to be reinvested in additional
units or Share equivalents. Any Shares issued or issuable during the term of this Plan as the result of the reinvestment of dividends
or the deemed reinvestment of dividend equivalents in connection with an Award shall be counted against, and replenish upon any
subsequent forfeiture, the Plan’s share reserve as provided in Section 4.


 


       (i)            Deferrals
of Full Value Awards. The Committee may, in its discretion, permit or require the deferral by a Participant of the issuance
of Shares or payment of cash in settlement of any Award, subject to such terms, conditions, rules and procedures as it may establish
or prescribe for such purpose and with the intention of complying with the applicable requirements of Code Section 409A. The terms,
conditions, rules and procedures for any such deferral shall be set forth in writing in the relevant Award Agreement or in such
other agreement, plan or document as the Committee may determine. The terms, conditions, rules and procedures for any such deferral
shall address, to the extent relevant, matters such as: (i) the amount of compensation that may or must be deferred (or the method
for calculating the amount); (ii) the permissible time(s) and form(s) of payment of deferred amounts; (iii) the terms and conditions
of any deferral elections by a Participant or of any deferral required by the Company; and (iv) the crediting of interest or dividend
equivalents on deferred amounts. Unless otherwise determined by the Committee, to the extent that any such deferral is effected
in accordance with a nonqualified deferred compensation plan, the Share equivalents credited to any such plan account of a Participant
shall be deemed Stock Units for purposes of this Plan, and, if settled in Shares, such Shares shall be drawn from and charged
against this Plan’s share reserve.


 


7.             Stock
Option Awards.


 


       (a)           Type
and Exercise Price. The Award Agreement pursuant to which an Option Award is granted shall specify whether the Option is an
Incentive Stock Option or a Non-Qualified Stock Option. The exercise price at which each Share subject to an Option Award may
be purchased shall be determined by the Committee and set forth in the Award Agreement, and shall not be less than the Fair Market
Value of a Share on the Grant Date, except in the case of Substitute Awards (to the extent consistent with Code Section 409A and,
in the case of Incentive Stock Options, Code Section 424).


 


       (b)           Payment
of Exercise Price. The purchase price of the Shares with respect to which an Option Award is exercised shall be payable in
full at the time of exercise. The purchase price may be paid in cash or in such other manner as the Committee may permit, including
by payment under a broker-assisted sale and remittance program, by withholding Shares otherwise issuable to the Participant upon
exercise of the Option or by delivery to the Company of Shares (by actual delivery or attestation) already owned by the Participant
(in either case, such Shares having a Fair Market Value as of the date the Option is exercised equal to the purchase price of
the Shares being purchased).


 


       (c)            Exercisability
and Expiration. Each Option Award shall be exercisable in whole or in part on the terms provided in the Award Agreement. No
Option Award shall be exercisable at any time after its stated expiration. When an Option Award is no longer exercisable, it shall
be deemed to have terminated.


 


       (d)           Incentive
Stock Options.


 


    (1)       An
Option Award will constitute an Incentive Stock Option Award only if the Participant receiving the Option Award is an Employee,
and only to the extent that (i) it is so designated in the applicable Award Agreement and (ii) the aggregate Fair Market Value
(determined as of the Option Award’s Grant Date) of


 



    


     


    

 


 the Shares with respect to which Incentive Stock Option Awards held
by the Participant first become exercisable in any calendar year (under the Plan and all other plans of the Company and its Affiliates)
does not exceed $100,000 or such other amount specified by the Code. To the extent an Option Award granted to a Participant exceeds
this limit, the Option Award shall be treated as a Non-Qualified Stock Option Award. The maximum number of Shares that may be
issued as Incentive Stock Option Awards under the Plan shall be 1,250,000, subject to adjustment as provided in Section 12(a).
No Incentive Stock Option Awards may be granted more than ten years following the earlier to occur of (a) the date on which the
Plan was adopted by the Board and (b) the Effective Date of the Plan.


 


    (2)       No
Participant may receive an Incentive Stock Option Award under the Plan if, immediately after the grant of such Award, the Participant
would own (after application of the rules contained in Code Section 424(d)) Shares possessing more than 10% of the total combined
voting power of all classes of stock of the Company or a Subsidiary, unless (i) the per Share exercise price for such Award is
at least 110% of the Fair Market Value of a Share on the Grant Date and (ii) such Award will expire no later than five years after
its Grant Date.


 


    (3)        For
purposes of continued Service by a Participant who has been granted an Incentive Stock Option Award, no approved leave of absence
may exceed three months unless reemployment upon expiration of such leave is provided by statute or contract. If reemployment
is not so provided, then on the date six months following the first day of such leave, any Incentive Stock Option held by the
Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Non-Qualified Stock
Option.


 


    (4)       No
Incentive Stock Option Award may have a term of more than ten years following the Grant Date. If an Incentive Stock Option Award
is exercised after the expiration of the exercise periods that apply for purposes of Code Section 422 (including, without limitation,
the exercise periods that apply following the termination of a Participant’s Service), such Option shall thereafter be treated
as a Non-Qualified Stock Option.


 


    (5)       The
Award Agreement covering an Incentive Stock Option Award shall contain such other terms and provisions that the Committee determines
necessary to qualify the Option Award as an Incentive Stock Option Award.


 


8.             Stock
Appreciation Right Awards.


 


       (a)           Nature
of Award. An Award of Stock Appreciation Rights shall be subject to such terms and conditions as are determined by the Committee,
and shall provide a Participant the right to receive upon exercise of the SAR Award, an amount in cash and/or Shares equal to
all or a portion of the excess of (i) the Fair Market Value as of the date of exercise of the SAR Award of the number of Shares
as to which the SAR Award is being exercised, over (ii) the aggregate exercise price for such number of Shares. The per Share
exercise price for any SAR Award shall be determined by the Committee and set forth in the applicable Award Agreement, and shall
not be less than the Fair Market Value of a Share on the Grant Date, except in the case of Substitute Awards (to the extent consistent
with Code Section 409A and, in the case of an SAR issued in tandem with an Incentive Stock Option, Code Section 424).


 


       (b)           Exercise
of SAR. Each SAR Award may be exercisable in whole or in part at the times, on the terms and in the manner provided in the
Award Agreement. No SAR Award shall be exercisable at any time after its stated expiration. When a SAR Award is no longer exercisable,
it shall be deemed to have terminated. Upon exercise of a SAR Award, payment to the Participant shall be made at such time or
times as shall be provided in the Award Agreement in the form of cash, Shares or a combination of cash and Shares as determined
by the Committee. The Award Agreement may provide for a limitation upon the amount or percentage of the total appreciation on
which payment (whether in cash and/or Shares) may be made in the event of the exercise of a SAR Award.


 


9.             Restricted
Stock Awards.


 


       (a)           Vesting
and Consideration. Shares subject to a Restricted Stock Award shall be subject to vesting and the lapse of applicable restrictions
based on such conditions or factors and occurring over such period of time as the Committee may determine in its discretion, subject
to the requirements of Section 6(b). The Committee may provide whether any consideration other than Services must be received
by the Company or any Affiliate as a condition precedent to the grant of a Restricted Stock Award, and may correspondingly provide
for Company


 



    


     


    

 


 reacquisition or repurchase rights if such additional consideration has been required and some or all of a Restricted
Stock Award does not vest.


 


       (b)           Shares
Subject to Restricted Stock Awards. Unvested Shares subject to a Restricted Stock Award shall be evidenced by a book-entry
in the name of the Participant with the Company’s transfer agent or by one or more Stock certificates issued in the name
of the Participant. Any such Stock certificate shall be deposited with the Company or its designee, together with an assignment
separate from the certificate, in blank, signed by the Participant, and bear an appropriate legend referring to the restricted
nature of the Restricted Stock evidenced thereby. Any book-entry shall be subject to comparable restrictions and corresponding
stop transfer instructions. Upon the vesting of Shares of Restricted Stock, and the Company’s determination that any necessary
conditions precedent to the release of vested Shares (such as satisfaction of tax withholding obligations and compliance with
applicable legal requirements) have been satisfied, such vested Shares shall be made available to the Participant in such
manner as may be prescribed or permitted by the Committee. Except as otherwise provided in the Plan or an applicable Award Agreement,
a Participant with a Restricted Stock Award shall have all the rights of a shareholder, including the right to vote the Shares
of Restricted Stock.


 


10.           Stock
Unit Awards.


 


       (a)           Vesting
and Consideration. A Stock Unit Award shall be subject to vesting and the lapse of applicable restrictions based on such conditions
or factors and occurring over such period of time as the Committee may determine in its discretion, subject to the requirements
of Section 6(b). If vesting of a Stock Unit Award is conditioned on the achievement of specified performance goals, the extent
to which they are achieved over the specified performance period shall determine the number of Stock Units that will be earned
and eligible to vest, which may be greater or less than the target number of Stock Units stated in the Award Agreement. The Committee
may provide whether any consideration other than Services must be received by the Company or any Affiliate as a condition precedent
to the settlement of a Stock Unit Award.


 


       (b)           Settlement
of Award. Following the vesting of a Stock Unit Award, and the Company’s determination that any necessary conditions
precedent to the settlement of the Award (such as satisfaction of tax withholding obligations and compliance with applicable legal
requirements) have been satisfied, settlement of the Award and payment to the Participant shall be made at such time or times
in the form of cash, Shares (which may themselves be subject to additional vesting and forfeiture provisions, if so provided by
the Committee in the applicable Award Agreement or otherwise) or a combination of cash and Shares as determined by the Committee.


 


11.           Other
Stock-Based Awards. The Committee may from time to time grant Shares and other Awards that are valued by reference
to and/or payable in whole or in part in Shares under the Plan. The Committee shall determine the terms and conditions of such
Awards, which shall be consistent with the terms and purposes of the Plan. The Committee may direct the Company to issue Shares
subject to restrictive legends and/or stop transfer instructions that are consistent with the terms and conditions of the Award
to which the Shares relate.


 


12.           Changes
in Capitalization, Corporate Transactions, Change in Control.


 


       (a)           Adjustments
for Changes in Capitalization. In the event of any equity restructuring (within the meaning of FASB ASC Topic 718) that causes
the per share value of Shares to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through
an extraordinary dividend, the Committee shall make such adjustments as it deems equitable and appropriate to (i) the aggregate
number and kind of Shares or other securities issued or reserved for issuance under the Plan, (ii) the number and kind of Shares
or other securities subject to outstanding Awards, (iii) the exercise price of outstanding Options and SARs, and (iv) any maximum
limitations prescribed by the Plan with respect to certain types of Awards or the grants to individuals of certain types of Awards.
In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or
complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined
to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of Participants.  In either
case, any such adjustment shall be conclusive and binding for all purposes of the Plan.  No adjustment shall be made pursuant
to this Section 12(a) in connection with the conversion of any convertible securities of the Company, or in a manner that would
cause Incentive Stock Options to violate


 



    


     


    

 


 Section 422(b) of the Code or cause an Award to be subject to adverse tax consequences under Section
409A of the Code.


 


       (b)           Corporate
Transactions. Unless otherwise provided in an applicable Award Agreement or another written agreement between a Participant
and the Company, the following provisions shall apply to outstanding Awards in the event of a Change in Control that involves
a Corporate Transaction.


 


     (1)       Continuation,
Assumption or Replacement of Awards. In the event of a Corporate Transaction, then the surviving or successor entity (or
its Parent) may continue, assume or replace Awards outstanding as of the date of the Corporate Transaction (with such adjustments
as may be required or permitted by Section 12(a)), and such Awards or replacements therefor shall remain outstanding and be governed
by their respective terms, subject to Section 12(b)(4) below. A surviving or successor entity may elect to continue, assume or
replace only some Awards or portions of Awards. For purposes of this Section 12(b)(1), an Award shall be considered assumed or
replaced if, in connection with the Corporate Transaction and in a manner consistent with Code Section 409A (and Code Section
424 if the Award is an ISO), either (i) the contractual obligations represented by the Award are expressly assumed by the surviving
or successor entity (or its Parent) with appropriate adjustments to the number and type of securities subject to the Award and
the exercise price thereof that preserves the intrinsic value of the Award existing at the time of the Corporate Transaction,
or (ii) the Participant has received a comparable award that preserves the intrinsic value of the Award existing at the time of
the Corporate Transaction and contains terms and conditions that are substantially similar to those of the Award.


 


    (2)       Acceleration.
If and to the extent that outstanding Awards under the Plan are not continued, assumed or replaced in connection with a Corporate
Transaction, then (i) all outstanding Option and SAR Awards shall become fully vested and exercisable for such period of time
prior to the effective time of the Corporate Transaction as is deemed fair and equitable by the Committee, and shall terminate
at the effective time of the Corporate Transaction, and (ii) all outstanding Awards (other than Options and SAR Awards) shall
fully vest immediately prior to the effective time of the Corporate Transaction, and (iii) to the extent vesting of any Award
is subject to satisfaction of specified performance goals, such Award shall be deemed “fully vested” for purposes
of this Section 12(b)(2) if the performance goals are deemed to have been satisfied at the target level of performance and the
vested portion of the Award at that level of performance is proportionate to the portion of the performance period that has elapsed
as of the effective time of the Corporate Transaction. The Committee shall provide written notice of the period of accelerated
exercisability of Option and SAR Awards to all affected Participants. The exercise of any Option or SAR Award whose exercisability
is accelerated as provided in this Section 12(b)(2) shall be conditioned upon the consummation of the Corporate Transaction and
shall be effective only immediately before such consummation.


 


    (3)       Payment
for Awards. If and to the extent that outstanding Awards under the Plan are not continued, assumed or replaced in connection
with a Corporate Transaction, then the Committee may provide that some or all of such outstanding Awards shall be canceled at
or immediately prior to the effective time of the Corporate Transaction in exchange for payments to the holders as provided in
this Section 12(b)(3). The Committee will not be required to treat all Awards similarly for purposes of this Section 12(b)(3).
The payment for any Award canceled shall be in an amount equal to the difference, if any, between (i) the fair market value (as
determined in good faith by the Committee) of the consideration that would otherwise be received in the Corporate Transaction
for the number of Shares subject to the Award, and (ii) the aggregate exercise price (if any) for the Shares subject to such Award.
If the amount determined pursuant to the preceding sentence is not a positive number with respect to any Award, such Award may
be canceled pursuant to this Section 12(b)(3) without payment of any kind to the affected Participant. With respect to an Award
whose vesting is subject to the satisfaction of specified performance goals, the number of Shares subject to such an Award for
purposes of this Section 12(b)(3) shall be the number of Shares as to which the Award would have been deemed “fully vested”
for purposes of Section 12(b)(2). Payment of any amount under this Section 12(b)(3) shall be made in such form, on such terms
and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms
and conditions applicable to payments to the Company’s shareholders in connection with the Corporate Transaction, and may,
in the Committee’s discretion, include subjecting such payments to escrow or holdback terms comparable to those imposed
upon the Company’s shareholders under the Corporate Transaction, or calculating and paying the present value of payments
that would otherwise be subject to escrow or holdback terms.


 






    


     


    

 


    (4)       Termination
after a Corporate Transaction. If and to the extent that Awards that are outstanding as of immediately prior to a Corporate
Transaction that constitutes a Change in Control are continued, assumed or replaced under the circumstances described in Section
12(b)(1), and if within twenty-four months after such Corporate Transaction that constituted a Change in Control a Participant
experiences an involuntary termination of Service for reasons other than Cause, then (i) such outstanding Option and SAR
Awards issued to the Participant that are not yet fully exercisable shall immediately become exercisable in full and shall remain
exercisable for one year following the Participant’s termination of employment, and (ii) any such equity-based awards other
than Options and SAR Awards that are not yet fully vested shall immediately vest in full (with vesting in full for a performance-based
award determined as provided in Section 12(b)(2), except that the proportionate vesting amount will be determined with respect
to the portion of the performance period during which the Participant was a Service Provider).


 


       (c)           Other
Change in Control. Unless otherwise provided in an applicable Award Agreement or another written agreement between a Participant
and the Company, in the event of a Change in Control that does not involve a Corporate Transaction, if within twenty-four months
after the Change in Control a Participant experiences an involuntary termination of Service for reasons other than Cause, then
(i) outstanding Option and SAR Awards issued to the Participant that are not yet fully exercisable shall immediately become
exercisable in full and shall remain exercisable for one year following the Participant’s termination of employment, (ii)
subject to clause (iii) below, any Awards (other than Options or Stock Appreciation Rights) that are not yet fully vested shall
immediately vest in full, and (iii) to the extent vesting of any Award is subject to satisfaction of specified performance goals,
such Award shall be deemed “fully vested” for purposes of this Section 12(c) if the performance goals are deemed to
have been satisfied at the target level of performance and the vested portion of the Award at that level of performance is proportionate
to the portion of the performance period that has occurred up to the date of such Participant’s termination of Service.


 


       (d)           Dissolution
or Liquidation. Unless otherwise provided in an applicable Award Agreement, in the event of a proposed dissolution or liquidation
of the Company, an Award will terminate immediately prior to the consummation of such proposed action.


 


       (e)           Parachute
Payment Limitation.


 


    (1)       Notwithstanding
any other provision of this Plan or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits
provided or to be provided by the Company or its Affiliates to a Participant or for the Participant’s benefit pursuant to
the terms of this Plan or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”)
within the meaning of Section 280G of the Code, and would, but for this Section 12(e) be subject to the excise tax imposed under
Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law and any interest
or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be payable
either (i) in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject
to the Excise Tax, whichever of the foregoing clauses (i) or (ii) results in the Participant’s receipt on an after-tax basis
of the greatest amount of payments and benefits after taking into account the applicable federal, state, local and foreign income,
employment and excise taxes (including the Excise Tax).


 


    (2)       Any
such reduction shall be made in accordance with Section 409A of the Code and the following: (i) the Covered Payments which do
not constitute deferred compensation subject to Section 409A of the Code shall be reduced first, and (ii) Covered Payments that
are cash payments shall be reduced before non-cash payments, and Covered Payments to be made on a later payment date shall be
reduced before payments to be made on an earlier payment date.


 


    (3)       If,
notwithstanding the initial application of this Section 12(e), the Internal Revenue Service determines that any Covered Payment
constitutes an “excess parachute payment” (as defined by Section 280G(b) of the Code), this Section 12(e) will be
reapplied based on the Internal Revenue Service’s determination, and the Participant will be required to promptly repay
the portion of the Covered Payments required to avoid imposition of the Excise Tax, if applicable after the reapplication of Section
12(e), together with interest at the applicable federal rate (as defined in Section 7872(f)(2)(A) of the Code) from the date of
the Participant’s receipt of the excess payments until the date of repayment).


 






    


     


    

 


    (4)       Any
determination required under this Section 12(e) shall be made in writing in good faith by the accounting firm which was the Company’s
independent auditor immediately before the Change in Control (the “Accountants”), which shall provide detailed supporting
calculations to the Company and the Participant as requested by the Company or the Participant. The Company and the Participant
shall provide the Accountants with such information and documents as the Accountants may reasonably request in order to make a
determination under this Section 12(e). The Company shall be responsible for all fees and expenses of the Accountants.


 


13.           Plan
Participation and Service Provider Status. Status as a Service Provider shall not be construed as a commitment that
any Award will be made under the Plan to that Service Provider or to eligible Service Providers generally. Nothing in the Plan
or in any Award Agreement or related documents shall confer upon any Service Provider or Participant any right to continued Service
with the Company or any Affiliate, nor shall it interfere with or limit in any way any right of the Company or any Affiliate to
terminate the person’s Service at any time with or without Cause or change such person’s compensation, other benefits,
job responsibilities or title. 


 


14.           Tax
Withholding. The Company or any Affiliate, as applicable, shall have the right to (i) withhold from any cash payment
under the Plan or any other compensation owed to a Participant an amount sufficient to cover any required withholding taxes related
to the grant, vesting, exercise or settlement of an Award, and (ii) require a Participant or other person receiving Shares under
the Plan to pay a cash amount sufficient to cover any required withholding taxes before actual receipt of those Shares. In lieu
of all or any part of a cash payment from a person receiving Shares under the Plan, the Committee may permit the Participant to
satisfy all or any part of the required tax withholding obligations (but not to exceed the maximum individual statutory tax rate
in each applicable jurisdiction) by authorizing the Company to withhold a number of the Shares that would otherwise be delivered
to the Participant pursuant to the Award, or by transferring to the Company Shares already owned by the Participant, with the
Shares so withheld or delivered having a Fair Market Value on the date the taxes are required to be withheld equal to the amount
of taxes to be withheld.


 


15.           Effective
Date, Duration, Amendment and Termination of the Plan.


 


      (a)           Effective
Date. As long as the Company’s shareholders have previously approved the Plan, the Plan shall become effective on the
date of the closing of the merger between the Company’s subsidiary and Pineapple Energy LLC, a Delaware limited liability
company, subject to such closing (the “Effective Date”). No Awards shall be made under the Plan prior to the Effective
Date.


 


      (b)           Duration
of the Plan. The Plan shall remain in effect until all Shares subject to it are issued, all Awards have expired or terminated,
the Plan is terminated pursuant to Section 15(c), or the tenth anniversary of the Effective Date of the Plan, whichever occurs
first (the “Termination Date”). Awards made before the Termination Date shall continue to be outstanding in accordance
with their terms and the terms of the Plan unless otherwise provided in the applicable Award Agreements.


 


      (c)           Amendment
and Termination of the Plan. The Board may at any time terminate, suspend or amend the Plan. The Company shall submit any
amendment of the Plan to its shareholders for approval only to the extent required by applicable laws or regulations or the rules
of any securities exchange on which the Shares may then be listed. No termination, suspension, or amendment of the Plan may materially
impair the rights of any Participant under a previously granted Award without the Participant’s consent, unless such action
is necessary to comply with applicable law or stock exchange rules.


 


      (d)          Amendment
of Awards. Subject to Section 15(e), the Committee may unilaterally amend the terms of any Award Agreement evidencing an Award
previously granted, except that no such amendment may materially impair the rights of any Participant under the applicable Award
without the Participant’s consent, unless such amendment is necessary to comply with applicable law or stock exchange rules
or any compensation recovery policy as provided in Section 16(i).


 


      (e)           No
Option or SAR Repricing. Except as provided in Section 12(a), no Option or Stock Appreciation Right Award granted under the
Plan may be (i) amended to decrease the exercise price thereof, (ii) cancelled in conjunction with the grant of any new Option
or Stock Appreciation Right Award with a lower exercise


 



    


     


    

 


 price, (iii) cancelled in exchange for cash, other property or the grant
of any Award (other than an Option or Stock Appreciation Right) at a time when the per share exercise price of the Option or Stock
Appreciation Right Award is greater than the current Fair Market Value of a Share, or (iv) otherwise subject to any action that
would be treated under accounting rules as a “repricing” of such Option or Stock Appreciation Right Award, unless
such action is first approved by the Company’s shareholders.


 


16.           Other
Provisions.


 


      (a)           Unfunded
Plan. The Plan shall be unfunded and the Company shall not be required to segregate any assets that may at any time be represented
by Awards under the Plan. Neither the Company, its Affiliates, the Committee, nor the Board shall be deemed to be a trustee of
any amounts to be paid under the Plan nor shall anything contained in the Plan or any action taken pursuant to its provisions
create or be construed to create a fiduciary relationship between the Company and/or its Affiliates, and a Participant. To the
extent any person has or acquires a right to receive a payment in connection with an Award under the Plan, this right shall be
no greater than the right of an unsecured general creditor of the Company. 


 


      (b)           Limits
of Liability. Except as may be required by law, neither the Company nor any member of the Board or of the Committee, nor any
other person participating (including participation pursuant to a delegation of authority under Section 3(c) of the Plan) in any
determination of any question under the Plan, or in the interpretation, administration or application of the Plan, shall have
any liability to any party for any action taken, or not taken, in good faith under the Plan.


 


      (c)           Compliance
with Applicable Legal Requirements and Company Policies. No Shares distributable pursuant to the Plan shall be issued and
delivered unless and until the issuance of the Shares complies with all applicable legal requirements, including compliance with
the provisions of applicable state and federal securities laws, and the requirements of any securities exchanges on which the
Company’s Shares may, at the time, be listed. During any period in which the offering and issuance of Shares under the Plan
is not registered under federal or state securities laws, Participants shall acknowledge that they are acquiring Shares under
the Plan for investment purposes and not for resale, and that Shares may not be transferred except pursuant to an effective registration
statement under, or an exemption from the registration requirements of, such securities laws.  Any stock certificate or book-entry
evidencing Shares issued under the Plan that are subject to securities law restrictions shall bear or be accompanied by an appropriate
restrictive legend or stop transfer instruction. Notwithstanding any other provision of this Plan, the acquisition, holding or
disposition of Shares acquired pursuant to the Plan shall in all events be subject to compliance with applicable Company policies,
including those relating to insider trading, pledging or hedging transactions, minimum post-vesting holding periods and stock
ownership guidelines, and to forfeiture or recovery of compensation as provided in Section 16(i).


 


      (d)           Other
Benefit and Compensation Programs. Payments and other benefits received by a Participant under an Award made pursuant to the
Plan shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of the termination, indemnity
or severance pay laws of any country and shall not be included in, nor have any effect on, the determination of benefits under
any other employee benefit plan, contract or similar arrangement provided by the Company or an Affiliate unless expressly so provided
by such other plan, contract or arrangement, or unless the Committee expressly determines that an Award or portion of an Award
should be included to accurately reflect competitive compensation practices or to recognize that an Award has been made in lieu
of a portion of competitive cash compensation.


 


      (e)           Governing
Law. To the extent that federal laws do not otherwise control, the Plan and all determinations made and actions taken pursuant
to the Plan shall be governed by the laws of the State of Minnesota without regard to its conflicts-of-law principles and shall
be construed accordingly.


 


      (f)            Severability.
If any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been
included.


 


      (g)           Code
Section 409A. It is intended that (i) all Awards of Options, SARs and Restricted Stock under the Plan will not provide for
the deferral of compensation within the meaning of Code Section 409A and thereby be


 



    


     


    

 


 exempt from Code Section 409A, and (ii) all
other Awards under the Plan will either not provide for the deferral of compensation within the meaning of Code Section 409A,
or will comply with the requirements of Code Section 409A, and Awards shall be structured and the Plan administered and interpreted
in accordance with this intent. The Plan and any Award Agreement may be unilaterally amended by the Company in any manner deemed
necessary or advisable by the Committee or Board in order to maintain such exemption from or compliance with Code Section 409A,
and any such amendment shall conclusively be presumed to be necessary to comply with applicable law. Notwithstanding anything
to the contrary in the Plan or any Award Agreement, with respect to any Award that constitutes a deferral of compensation subject
to Code Section 409A:


 


    (1)       If
any amount is payable under such Award upon a termination of Service, a termination of Service will be deemed to have occurred
only at such time as the Participant has experienced a “separation from service” as such term is defined for purposes
of Code Section 409A;


 


    (2)       If
any amount shall be payable with respect to any such Award as a result of a Participant’s “separation from service”
at such time as the Participant is a “specified employee” within the meaning of Code Section 409A, then no payment
shall be made, except as permitted under Code Section 409A, prior to the first business day after the earlier of (i) the
date that is six months after the Participant’s separation from service or (ii) the Participant’s death. Unless the
Committee has adopted a specified employee identification policy as contemplated by Code Section 409A, specified employees will
be identified in accordance with the default provisions specified under Code Section 409A.


 


None
of the Company, the Board, the Committee nor any other person involved with the administration of this Plan shall (i) in any way
be responsible for ensuring the exemption of any Award from, or compliance by any Award with, the requirements of Code Section
409A, (ii) have any obligation to design or administer the Plan or Awards granted thereunder in a manner that minimizes a Participant’s
tax liabilities, including the avoidance of any additional tax liabilities under Code Section 409A, and (iii) shall have any liability
to any Participant for any such tax liabilities.


 


      (h)           Rule
16b-3. It is intended that the Plan and all Awards granted pursuant to it shall be administered by the Committee so as to
permit the Plan and Awards to comply with Exchange Act Rule 16b-3. If any provision of the Plan or of any Award would otherwise
frustrate or conflict with the intent expressed in this Section 16(h), that provision to the extent possible shall be interpreted
and deemed amended in the manner determined by the Committee so as to avoid the conflict. To the extent of any remaining irreconcilable
conflict with this intent, the provision shall be deemed void as applied to Participants subject to Section 16 of the Exchange
Act to the extent permitted by law and in the manner deemed advisable by the Committee.


 


      (i)            Forfeiture
and Compensation Recovery. Notwithstanding anything to the contrary contained herein, unless otherwise determined by the Committee
or provided in an Award Agreement, all Awards granted under the Plan shall be and remain subject to any incentive compensation
or clawback or recoupment policy currently in effect, as may be adopted by the Board or as may be required by applicable law,
and, in each case, as may be amended from time to time. No such policy, adoption or amendment shall in any event require the prior
consent of any Participant, and any Award Agreement may be unilaterally amended by the Committee to comply with any such compensation,
clawback or recoupment policy. No recovery of compensation under such a clawback policy will be an event giving rise to a
right to resign for “good reason” or “constructive termination” (or similar term) under any agreement
with the Company or any of its Affiliates.


 


      (j)            Data
Privacy. As a condition of receipt of any Award, each Participant explicitly and unambiguously consents to the collection,
use, and transfer, in electronic or other form, of personal data as described in this subsection by and among, as applicable,
the Company and its Affiliates for the exclusive purpose of implementing, administering, and managing the Plan and Awards and
the Participant’s participation in the Plan. In furtherance of such implementation, administration, and management, the
Company and its Affiliates may hold certain personal information about a Participant, including, but not limited to, the Participant’s
name, home address, telephone number, date of birth, social security or insurance number or other identification number, salary,
nationality, job title(s), information regarding any securities of the Company and its Affiliates held by such Participant, and
details of all Awards (the “Data”). In addition to transferring the Data amongst themselves as necessary for the purpose
of implementation, administration, and management of a Participant’s participation in the


 



    


     


    

 


 Plan, the Company and each of
its Affiliates may transfer the Data to any third parties assisting the Company in the implementation, administration, and management
of the Plan and Awards and the Participant’s participation in the Plan. Recipients of the Data may be located in the Participant’s
country or elsewhere, and the Participant’s country and any given recipient’s country may have different data privacy
laws and protections. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain, and
transfer the Data, in electronic or other form, for the purposes of assisting the Company in the implementation, administration,
and management of the Plan and Awards and such Participant’s participation in the Plan, including any requisite transfer
of such Data as may be required to a broker or other third party with whom the Company or the Participant may elect to deposit
any shares of Stock. The Data related to a Participant will be held only as long as is necessary to implement, administer, and
manage the Plan and Awards and the Participant’s participation in the Plan. A Participant may, at any time, view the Data
held by the Company with respect to such Participant, request additional information about the storage and processing of the Data
with respect to such Participant, recommend any necessary corrections to the Data with respect to the Participant, or refuse or
withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative.
The Company may cancel the Participant’s eligibility to participate in the Plan, and, in the Committee’s discretion,
the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents described herein. For
more information on the consequences of refusal to consent or withdrawal of consent, Participants may contact their local human
resources representative.


 


Approved
by the Board of Directors: January 24, 2022

Approved by Shareholders: March 16, 2022

Effective Date: March 28, 2022