Exhibit 10.2


 


COURTSIDE GROUP, INC.


 


2022 EQUITY INCENTIVE PLAN


 


1. Purposes of the Plan.
The purposes of this Plan are:


 


		●	to
                                            attract and retain the best available personnel for positions of substantial responsibility,



 


		●	to
                                            provide incentives to individuals who perform services for the Company, and



 


		●	to
                                            promote the success of the Company’s business.



 


The Plan permits the grant
of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance
Units, Performance Shares and other stock or cash awards as the Administrator may determine.


 


2. Definitions.
As used herein, the following definitions will apply:


 


(a)
“Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with
Section 4 hereof.


 


(b)
“Affiliate” means any corporation or any other entity (including, but not limited to, partnerships and joint ventures)
controlling, controlled by, or under common control with the Company.


 


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


 


(d) “Award”
means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, Performance Units, Performance Shares and other stock or cash awards as the Administrator may determine.


 


(e) “Award
Agreement” means the written agreement setting forth the terms and provisions applicable to each Award granted under the Plan.
The Award Agreement is subject to the terms and conditions of the Plan.


 


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


 


(g) “Change
in Control” means the occurrence of any of the following events after the Effective Date:


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


 


		(ii)	The individuals who constitute the members of the Board cease,
by reason of a financing, merger, combination, acquisition, takeover or other non-ordinary course transaction affecting the Company,
to constitute at least fifty-one percent (51%) of the members of the Board; provided, however, that for purposes of this subsection (ii),
the appointment of initial or additional directors in connection with the Direct Listing will not be considered a Change in Control;
or





 






    	 	 	 



     


    

 


		(iii)	The consummation of any of the following events: (A) a change
in the ownership of a substantial portion of the Company’s assets, which occurs on the date that any Person acquires (or has acquired
during the twelve (12) month period ending on the date of the most recent acquisition by such Person) assets from the Company that have
a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately
prior to such acquisition or acquisitions, or (B) a merger, consolidation or reorganization involving the Company, where either or both
of the events described in clauses (i) or (ii) above would be the result. For purposes of this subsection (iii), the following will not
constitute a change in the ownership of a substantial portion of the Company’s assets or a Change in Control: (A) a transfer to
an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company
to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock,
(2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person
that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4)
an entity, at least 50% of the total equity or voting power of which is owned, directly or indirectly, by a Person described in subsection
(iii)(B)(3) above. For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the
value of the assets being disposed of, determined without regard to any liabilities associated with such assets.







 


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


 


(h) “Code”
means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor
or amended section of the Code.


 


(i) “Committee”
means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board in accordance with Section 4
hereof.


 


(j) “Common
Stock” means the common stock, par value $0.00001 per share, of the Company.


 


(k) “Company”
means Courtside Group, Inc., a Delaware corporation, or any successor thereto.


 


(l) “Consultant”
means any person, including an advisor, other than an Employee engaged by the Company or a Parent, Subsidiary or Affiliate to render services
to such entity.


 


(m) “Determination
Date” means the latest possible date that will not jeopardize the qualification of an Award granted under the Plan as “performance-based
compensation” under Section 162(m) of the Code.


 


(n) “Direct
Listing” means the direct listing of the Company’s securities on a national securities exchange.


 


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


 


(p) “Disability”
means permanent and total disability as defined in Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive
Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform
and non-discriminatory standards adopted by the Administrator from time to time.


 


(q) “Effective
Date” shall have the meaning set forth in Section 18 hereof.


 


(r) “Employee”
means any person, including Officers and Directors, other than a Consultant employed by the Company or any Parent, Subsidiary or Affiliate
of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment”
by the Company.


 






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


 


(t) “Exchange
Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same
type (which may have lower exercise prices and different terms), Awards of a different type, and/or cash, and/or (ii) the exercise price
of an outstanding Award is reduced. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.


 


(u) “Fair
Market Value” means, as of any date, the value of the Common Stock as the Administrator may determine in good faith, by reference
to the closing price of such stock on any established stock exchange or on a national market system on the day of determination, if the
Common Stock is so listed on any established stock exchange or on a national market system. If the Common Stock is not listed on any established
stock exchange or on a national market system, the value of the Common Stock will be determined as the Administrator may determine in
good faith using (i) a valuation methodology set forth in Treasury Regulation 1.409A-1(b)(5)(iv)(B) or (ii) with respect to valuations
applicable to Awards that are not subject to Code Section 409A, such other valuation methods as the Administrator may select.


 


(v) “Fiscal
Year” means the fiscal year of the Company.


 


(w) “Incentive
Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code and the regulations promulgated thereunder.


 


(x) “Nonstatutory
Stock Option” means an Option that by its terms does not qualify or expressly provides that it is not intended to qualify as
an Incentive Stock Option.


 


(y) “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.


 


(z) “Option”
means a stock option granted pursuant to Section 6 hereof.


 


(aa) “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.


 


(bb) “Participant”
means the holder of an outstanding Award.


 


(cc) “Performance
Goals” will have the meaning set forth in Section 11 hereof.


 


(dd) “Performance
Period” means any Fiscal Year of the Company or such other period as determined by the Administrator in its sole discretion.


 


(ee) “Performance
Share” means an Award denominated in Shares which may be earned in whole or in part upon attainment of Performance Goals or
other vesting criteria as the Administrator may determine pursuant to Section 10 hereof.


 


(ff) “Performance
Unit” means an Award which may be earned in whole or in part upon attainment of Performance Goals or other vesting criteria
as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant
to Section 10 hereof.


 


(gg) “Period
of Restriction” means the period during which transfers of Shares of Restricted Stock are subject to restrictions and, therefore,
the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of
target levels of performance, or the occurrence of other events specified in the applicable Award, as interpreted and construed by the
Administrator.


 


(hh) “Plan”
means this 2022 Equity Incentive Plan.


 






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(ii) “Restricted
Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 8 hereof, or issued pursuant to the early
exercise of an Option.


 


(jj) (ii) “Restricted
Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant
to Section 9 hereof. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.


 


(kk) “Rule 16b-3”
means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the
Plan.


 


(ll) “Section 16(b)”
means Section 16(b) of the Exchange Act.


 


(mm) “Service
Provider” means an Employee, Director or Consultant.


 


(nn) “Share”
means a share of Common Stock, as adjusted in accordance with Section 14 hereof.


 


(oo) “Stock
Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 7 is designated
as a Stock Appreciation Right.


 


(pp) “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.


 


3.  Stock Subject to the Plan.


 


(a)    Maximum
Aggregate Number of Shares. Subject to the provisions of Section 14 hereof, the maximum aggregate number of Shares that
may be awarded and sold under the Plan is Two Million (2,000,000) Shares. The Shares may be authorized, but unissued, or reacquired Common
Stock.


 


(b)    Lapsed
Awards. If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock,
Restricted Stock Units, Performance Shares or Performance Units, is forfeited to or repurchased by the Company, the unpurchased Shares
(or for Awards other than Options and Stock Appreciation Rights, the forfeited or repurchased Shares) which were subject thereto will
become available for future grant or sale under the Plan (unless the Plan has terminated). Upon exercise of a Stock Appreciation Right
settled in Shares, the gross number of Shares covered by the portion of the Award so settled will cease to be available under the Plan.
Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for
future distribution under the Plan; provided, however, that if unvested Shares of Restricted Stock, Restricted Stock Units, Performance
Shares or Performance Units are repurchased by the Company or are forfeited to the Company, such Shares will become available for future
grant under the Plan. Shares subject to an Award that are transferred to or retained by the Company to pay the tax and/or exercise price
of an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather
than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan and, for the elimination
of doubt, the number of Shares of equal value to such cash payment shall become available for future grant or sale under the Plan. Notwithstanding
the foregoing provisions of this Section 3(b), subject to adjustment provided in Section 14 hereof, the maximum number of Shares
that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a) above,
plus, to the extent allowable under Section 422 of the Code, any Shares that become available for issuance under the Plan under this
Section 3(b).


 


(c)  Share
Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be
sufficient to satisfy the requirements of the Plan.


 






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4.  Administration of the Plan.


 


(a)    Procedure.


 


	 	(i)	Multiple Administrative Bodies. Different Committees may be established with respect to different groups of Service Providers; in that event, the Committee established with respect to a group of Service Providers shall administer the Plan with respect to Awards granted to members of such group.


 


	 	(ii)	Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, and if the Company is then a “publicly held corporation” as defined therein, the Plan will be administered by a Committee of two (2) or more “outside directors” within the meaning of Section 162(m) of the Code.


 


	 	(iii)	Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.


 


	 	(iv)	Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which committee will be constituted to satisfy Applicable Laws.


 


(b)  Powers
of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator will have the authority, in its discretion:


 


		(i)	to determine Fair Market Value;




 


		(ii)	to select the Service Providers to whom Awards may be granted
hereunder;




 


		(iii)	to determine the terms and condition, not inconsistent with
the terms of the Plan, of any Award granted hereunder;




 


	 	(iv)	to institute an Exchange Program and to determine the terms and conditions, not inconsistent with the terms of the Plan, for (1) the surrender or cancellation of outstanding Awards in exchange for Awards of the same type, Awards of a different type, and/or cash, or (2) the reduction of the exercise price of outstanding Awards;


 


	 	(v)	to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;
	 	 	 
	 	(vi)	to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws;


 


	 	(vii)	to modify or amend each Award (subject to Section 19(c) hereof);


 


	 	(viii)	to authorize any person to execute on behalf of the Company any instrument required to reflect or implement the grant of an Award previously granted by the Administrator;


 


	 	(ix)	to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under an Award pursuant to such procedures as the Administrator may determine consistent with the requirements for compliance with or exemption from the provisions of Code Section 409A; and


 


	 	(x)	to make all other determinations deemed necessary or advisable for administering the Plan.


 


(c)  Effect
of Administrator’s Decision. The Administrator’s decisions, determinations, and interpretations will be final and
binding on all Participants and any other holders of Awards.


 






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5. Eligibility.


 


(a) General
Rule. Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units, Performance
Shares, and such other cash or stock awards as the Administrator determines may be granted to Service Providers. Incentive Stock Options
may be granted only to Employees.


 


6. Stock Options.


 


(a)  Limitations.


 


	 	(i)	Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000 (U.S.), such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted.


 


	 	(ii)	Subject to the limits set forth in Section 3, the Administrator will have complete discretion to determine the number of Shares subject to an Option granted to any Participant.


 


(b)  Term
of Option. The Administrator will determine the term of each Option in its sole discretion; provided, however, that the term will
be no more than ten (10) years from the date of grant thereof in the case of Incentive Stock Options Moreover, in the case of an Incentive
Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than 10% of
the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option
will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement.


 


(c)  Option
Exercise Price and Consideration.


 


	 	(i)	Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined by the Administrator, but will be no less than 100% of the Fair Market Value per Share on the date of grant. In addition, in the case of an Incentive Stock Option granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than 110% of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing provisions of this Section 6(c), Options may be granted with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to the issuance or assumption of an Option in a transaction to which Section 424(a) of the Code applies in a manner consistent with said Section 424(a). In no event may any Option granted under the Plan be amended, other than pursuant to Section 14, to decrease the exercise price thereof, be cancelled in conjunction with the grant of any Option with a lower exercise price, be cancelled for cash or other Award or otherwise be subject to any action that would be treated, for accounting purposes, as a “repricing” of such Option, unless such amendment, cancellation, or action is approved by the Company’s stockholders. 


 


	 	(ii)	Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.


 


	 	(iii)	Form of Consideration. The Administrator will determine the acceptable form(s) of consideration for exercising an Option, including the method of payment, to the extent permitted by Applicable Laws.


 


(d)  Exercise
of Option.


 


		(i)	Procedure for Exercise; Rights as a Stockholder. Any
Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined
by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share.




 


An Option will be deemed exercised when
the Company receives: (i) notice of exercise (in such form as the Administrator specifies from time to time) from the person entitled
to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with any applicable
withholding taxes). No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares
are issued, except as provided in Section 14 hereof.


 






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	 	(ii)	Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three (3) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by Award Agreement or by operation of this Section 6(d)(3), the Option will terminate, and the Shares covered by such Option will revert to the Plan.


 


	 	(iii)	
    Disability of Participant. If a Participant
    ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within
    such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of cessation (but in no event
    later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award
    Agreement, the Option will remain exercisable for six (6) months following the date the Participant ceases to be a Service Provider. Unless
    otherwise provided by the Administrator, if on the date of cessation the Participant is not vested as to his or her entire Option, the
    Shares covered by the unvested portion of the Option will revert to the Plan. If after cessation the Participant does not exercise his
    or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

     

	 	(iv)	Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for six (6) months following Participant’s death. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will continue to vest in accordance with the Award Agreement. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.


 


7. Stock Appreciation
Rights.


 


(a) Grant
of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Service
Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.


 


(b)    Number
of Shares. The Administrator will have complete discretion to determine the number of Stock Appreciation Rights granted to any Participant.


 


(c)    Exercise
Price and Other Terms. The Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms
and conditions of Stock Appreciation Rights granted under the Plan; provided, however, that the exercise price will be not less than 100%
of the Fair Market Value of a Share on the date of grant. Exercise Price. In no event may any Stock Appreciation Right granted under the
Plan be amended, other than pursuant to Section 14, to decrease the exercise price thereof, be cancelled in conjunction with the grant
of any Stock Appreciation Right with a lower exercise price, be cancelled for cash or other Award or otherwise be subject to any action
that would be treated, for accounting purposes, as a “repricing” of such Stock Appreciation Right, unless such amendment,
cancellation, or action is approved by the Company’s stockholders.


 


(d)    Stock
Appreciation Rights Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise
price, the number of Shares with respect to which the Award is granted, the term of the Stock Appreciation Right, the conditions of exercise,
and such other terms and conditions as the Administrator, in its sole discretion, will determine.


 






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(e)    Expiration
of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator,
in its sole discretion, and set forth in the Award Agreement; provided, however, that the term will be no more than ten (10) years from
the date of grant thereof. Notwithstanding the foregoing, the rules of Section 6(d) above also will apply to Stock Appreciation Rights.


 


(f)    Payment
of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment
from the Company in an amount determined by multiplying:


 


	 	(i)	The difference between the Fair Market Value of a Share on the date of exercise over the “stock appreciation right exercise price,” as defined under Treasury Regulation Section 1.409A-1(b)(i)(B)(2), i.e., the Fair Market Value of a Share on the date of grant of the Stock Appreciation Right; times
	 	 	 
	 	(ii)	The number of Shares with respect to which the Stock Appreciation Right is exercised.


 


At the discretion of the
Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination
thereof.


 


8. Restricted Stock.


 


(a)    Grant
of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant
Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.


 


(b)    Restricted
Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction,
the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine.


 


(c)    Transferability.
Except as provided in this Section 8, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated until such Shares become non-forfeitable at the end of the applicable Period of Restriction.


 


(d)    Other
Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may
deem advisable or appropriate.


 


(e)    Removal
of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction. The Administrator,
in its discretion, may accelerate the time at which any restrictions will lapse or be removed.


 


(f)    Voting
Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full
voting rights with respect to those Shares, unless the Administrator determines otherwise in a manner not prohibited by the Award Agreement.


 


(g)    Dividends
and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to
receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. If any
such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and provisions
for forfeiture as the Shares of Restricted Stock with respect to which they were paid.


 


(h)  Return
of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not
lapsed will revert to the Company and again will become available for grant under the Plan.


 






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(i)    Section
162(m) Performance Restrictions. For purposes of qualifying grants of Restricted Stock as “performance-based compensation”
under Section 162(m) of the Code, the Administrator, in its discretion, may condition the lapse of restrictions based upon the achievement
of Performance Goals. The Performance Goals will be set by the Administrator on or before the Determination Date. In granting Restricted
Stock which is intended to qualify under Section 162(m) of the Code, the Administrator will follow any procedures determined by it
from time to time to be necessary or appropriate to ensure qualification of the Award under Section 162(m) of the Code (e.g., in
determining the Performance Goals).


 


9.  Restricted Stock Units.


 


(a)  Grant.
Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. Each Restricted Stock Unit
grant will be evidenced by an Award Agreement that will specify such other terms and conditions as the Administrator, in its sole discretion,
will determine in accordance with the terms and conditions of the Plan, including all terms, conditions, and restrictions related to the
grant, the number of Restricted Stock Units and the form of payout, which, subject to Section 9(d) hereof, may be left to the discretion
of the Administrator.


 


(b)  Vesting
Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the
criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. After the grant of Restricted
Stock Units, the Administrator, in its sole discretion, may reduce or waive any restrictions for such Restricted Stock Units. Each Award
of Restricted Stock Units will be evidenced by an Award Agreement that will specify the vesting criteria, and such other terms and conditions
as the Administrator, in its sole discretion will determine. The Administrator, in its discretion, may accelerate the time at which any
restrictions will lapse or be removed, subject to the prohibition on acceleration of the timing of distribution of deferred compensation
subject to Section 409A of the Code, to the extent applicable to the Award.


 


(c)    Earning
Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as specified
in the Award Agreement.


 


(d)    Form
and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) set forth in
the Award Agreement, which shall satisfy the requirements of Section 409A of the Code, to the extent applicable to such Award. The Administrator,
in its sole discretion, may pay earned Restricted Stock Units in cash, Shares, or a combination thereof. Shares represented by Restricted
Stock Units that are fully paid in cash again will be available for grant under the Plan.


 


(e)    Cancellation.
On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.


 


(f)    Section
162(m) Performance Restrictions. For purposes of qualifying grants of Restricted Stock Units as “performance-based compensation”
under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon the achievement of Performance
Goals. The Performance Goals will be set by the Administrator on or before the Determination Date. In granting Restricted Stock Units
which are intended to qualify under Section 162(m) of the Code, the Administrator will follow any procedures determined by it from
time to time to be necessary or appropriate to ensure qualification of the Award under Section 162(m) of the Code (e.g., in determining
the Performance Goals).


 


10. Performance Units and Performance
Shares.


 


(a) Grant
of Performance Units/Shares. Performance Units and Performance Shares may be granted to Service Providers at any time and from time
to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining
the number of Performance Units/Shares granted to each Participant.


 






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(b)    Value
of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on or before
the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant.


 


(c)    Performance
Objectives and Other Terms. The Administrator will set performance objectives or other vesting provisions. The Administrator may set
vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued
employment), or any other basis determined by the Administrator in its discretion. Each Award of Performance Units/Shares will be evidenced
by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole
discretion, will determine.


 


(d)    Earning
of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will be entitled
to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined
as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the
grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other
vesting provisions for such Performance Unit/Share.


 


(e)    Form
and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made as soon as practicable
after the expiration of the applicable Performance Period or, if earlier, after the date on which a Participant’s interest in such
Performance Units/Shares is no longer subject to a substantial risk of forfeiture, provided however, that in no event shall such payment
be made after the later to occur of (i) December 31 of the year in which such risk of forfeiture lapses or (ii) two and one-half months
after such risk of forfeiture lapses. The Administrator, in its sole discretion, may pay earned Performance Units/Shares in the form of
cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the
applicable Performance Period) or in a combination thereof.


 


(f)    Cancellation
of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will
be forfeited to the Company, and again will be available for grant under the Plan.


 


(g)    Section
162(m) Performance Restrictions. For purposes of qualifying grants of Performance Units/Shares as “performance-based compensation”
under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon the achievement of Performance
Goals. The Performance Goals will be set by the Administrator on or before the Determination Date. In granting Performance Units/Shares
which are intended to qualify under Section 162(m) of the Code, the Administrator will follow any procedures determined by it from
time to time to be necessary or appropriate to ensure qualification of the Award under Section 162(m) of the Code (e.g., in determining
the Performance Goals).


 


11. Performance-Based Compensation
Under Code Section 162(m).


 


(a) General.
If the Administrator, in its discretion, decides to grant an Award intended to qualify as “performance-based compensation”
under Code Section 162(m), the provisions of this Section 11 will control over any contrary provision in the Plan; provided, however,
that the Administrator may in its discretion grant Awards that are not intended to qualify as “performance-based compensation”
under Section 162(m) of the Code to such Participants that are based on Performance Goals or other specific criteria or goals but that
do not satisfy the requirements of this Section 11.


 


(b) Performance Goals.
The granting and/or vesting of Awards of Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units and other
incentives under the Plan may be made subject to the attainment of performance goals relating to one or more business criteria within
the meaning of Code Section 162(m) and may provide for a targeted level or levels of achievement (“Performance Goals”)
including (i) earnings per Share, (ii) operating cash flow, (iii) operating income, (iv) profit after-tax, (v) profit
before-tax, (vi) return on assets, (vii) return on equity, (viii) return on sales, (ix) revenue, and (x) total shareholder
return. Any Performance Goals may be used to measure the performance of the Company as a whole or a business unit of the Company and
may be measured relative to a peer group or index. The Performance Goals may differ from Participant to Participant and from Award to
Award. Prior to the Determination Date, the Administrator will determine whether any significant element(s) will be included in or excluded
from the calculation of any Performance Goal with respect to any Participant.


 






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(c) Procedures.
To the extent necessary to comply with the performance-based compensation provisions of Code Section 162(m), with respect to any Award
granted subject to Performance Goals, within the first twenty-five percent (25%) of the Performance Period, but in no event more than
ninety (90) days following the commencement of any Performance Period (or such other time as may be required or permitted by Code Section
162(m)), the Administrator will, in writing, (i) designate one or more Participants to whom an Award will be made, (ii) select the Performance
Goals applicable to the Performance Period, (iii) establish the amounts of such Awards, as applicable, which may be earned for such Performance
Period, and (iv) specify the relationship between Performance Goals and the amounts of such Awards, as applicable, to be earned by
each Participant for such Performance Period. Following the completion of each Performance Period but in no event later than December
31 of the year in which such Performance Period ends or, if later, the date that is two and one-half months after the end of such Performance
Period, the Administrator will certify in writing whether the applicable Performance Goals have been achieved for such Performance Period
and pay any amount to which a Participant is entitled under an Award with respect to such Performance Period. In determining the amounts
earned by a Participant, the Administrator will have the right to reduce or eliminate (but not to increase) the amount payable at a given
level of performance to take into account additional factors that the Administrator may deem relevant to the assessment of individual
or corporate performance for the Performance Period. A Participant will be eligible to receive payment pursuant to an Award for a Performance
Period only if the Performance Goals for such period are achieved.


 


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


 


12. Leaves of Absence. Unless
the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Service
Provider will not cease to be an Employee in the case of (i) any leave of absence approved by the Company, or (ii) transfers
between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such
leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment
upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months and one day following the commencement
of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated
for tax purposes as a Nonstatutory Stock Option.


 


13.  Transferability of Awards.
Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant,
only by the Participant. If the Administrator makes an Award transferable, such Award may only be transferred (i) by will, (ii) by the
laws of descent and distribution, (iii) to a revocable trust, or (iv) as permitted by Rule 701 of the Securities Act of 1933, as amended.


 


14. Adjustments; Dissolution or Liquidation;
Merger or Change in Control.


 


(a) Adjustments.
In the event 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, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator,
in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will
adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each
outstanding Award, and the numerical Share limits set forth in Sections 3, 6, 7, 8, 9 and 10 hereof.


 


(b)    Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant
as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an
Award will terminate immediately prior to the consummation of such proposed action.


 






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(c)    Change
in Control. In the event of a merger or Change in Control, each outstanding Award will be treated as the Administrator determines,
including, without limitation, that each Award will be assumed or an equivalent option or right substituted by the successor corporation
or a Parent or Subsidiary of the successor corporation (the “Successor Corporation”). The Administrator will not be
required to treat all Awards similarly in the transaction.


 


In the event that the Successor
Corporation does not assume or substitute for the Award, the Participant will fully vest in and have the right to exercise all of his
or her outstanding Options and Stock Appreciation Rights, including Shares as to which such Awards would not otherwise be vested or exercisable,
all restrictions on Restricted Stock will lapse, and, with respect to Restricted Stock Units, Performance Shares and Performance Units,
all Performance Goals or other vesting criteria will be deemed achieved at target levels and all other terms and conditions met. In addition,
if an Option or Stock Appreciation Right is not assumed or substituted for in the event of a Change in Control, the Administrator will
notify the Participant in writing or electronically that the Option or Stock Appreciation Right will be fully vested and exercisable for
a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate upon
the expiration of such period.


 


For the purposes of this
subsection (c), an Award will be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive,
for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities
or property) or, in the case of a Stock Appreciation Right upon the exercise of which the Administrator determines to settle in cash or
a Performance Share or Performance Unit which the Administrator can determine to settle in cash, the fair market value of the consideration
received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and
if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the Change in Control is not solely common stock of the Successor Corporation,
the Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon the exercise of
an Option or Stock Appreciation Right or upon the payout of a Performance Share or Performance Unit, for each Share subject to such Award
(or in the case of Performance Units, the number of implied shares determined by dividing the value of the Performance Units by the per
share consideration received by holders of Common Stock in the Change in Control), to be solely common stock of the Successor Corporation
equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control.


 


Notwithstanding anything
in this Section 14(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more Performance Goals
will not be considered assumed if the Company or its successor modifies any of such Performance Goals without the Participant’s
consent; provided, however, a modification to such Performance Goals only to reflect the Successor Corporation’s post-Change in
Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.


 


15. Tax Withholding


 


(a) Withholding
Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power
and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state,
local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or
exercise thereof).


 


(b)    Withholding
Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit
a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying cash, (ii) electing
to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum amount required to be
withheld, (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld,
or (iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may
determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. The amount of the
withholding requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is
made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant
with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to
be withheld or delivered will be determined as of the date that the taxes are required to be withheld.


 






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16. No Effect on Employment or Service.
Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship
as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right
to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.


 


17. Date of Grant. The date
of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such
other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable
time after the date of such grant.


 


18. Term of Plan. Subject to
Section 22 hereof, the Plan will become effective upon its adoption by the Board (the “Effective Date”). It will
continue in effect for a term of ten (10) years unless terminated earlier under Section 19 hereof; provided, however, that such expiration
shall not affect Awards then outstanding, and the terms and conditions of this Plan shall continue to apply to such Awards.


 


19. Amendment and Termination of the
Plan.


 


(a) Amendment
and Termination. The Administrator may at any time amend, alter, suspend or terminate the Plan.


 


(b)    Stockholder
Approval. The Company will obtain stockholder approval of the Plan and any Plan amendment to the extent necessary or desirable to
comply with Applicable Laws.


 


(c)    Effect
of Amendment or Termination. No amendment, alteration, suspension, or termination of the Plan will impair the rights of any Participant,
unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant
and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder
with respect to Awards granted under the Plan prior to the date of such termination.


 


20.  Conditions Upon Issuance
of Shares.


 


(a) Legal
Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and
delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect
to such compliance.


 


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


 


(c)    Restrictive
Legends. All Award Agreements and all securities of the Company issued pursuant thereto shall bear such legends regarding restrictions
on transfer and such other legends as the appropriate officer of the Company shall determine to be necessary or advisable to comply with
applicable securities and other laws.


 


21.   Inability
to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company
of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.


 


22. Stockholder Approval. The
Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the
Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws, including without limitation
Section 422 of the Code. In the event that stockholder approval is not obtained within twelve (12) months after the date the Plan is adopted
by the Board, all Incentive Stock Options granted hereunder shall be void ab initio and of no effect. Notwithstanding any other
provisions of the Plan, no Awards shall be exercisable until the date of such stockholder approval.


 






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23. Notification of Election Under
Section 83(b) of the Code. If any Service Provider shall, in connection with the acquisition of Shares under the Plan, make the election
permitted under Section 83(b) of the Code, such Service Provider shall notify the Company of such election within ten (10) days of filing
notice of the election with the Internal Revenue Service and provide the Company with a copy thereof, in addition to any filing and a
notification required pursuant to regulations issued under the authority of Section 83(b) of the Code. A Service Provider shall not be
permitted to make a Section 83(b) election with respect to an Award of a Restricted Stock Unit.


 


24. Notification Upon Disqualifying
Disposition Under Section 421(b) of the Code. Each Service Provider shall notify the Company of any disposition of Shares issued pursuant
to the exercise of an Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying
dispositions), within ten (10) days of such disposition.


 


25. 409A Timing Rule for Specified
Employees. If at the time of a Service Provider’s separation from service, such individual is considered a “specified
employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that such Service Provider becomes entitled
to under the Plan or any Award is deemed payable on account of such individual’s separation from service, then no such payment shall
be made prior to the date that is the earlier of (i) six months and one day after the individual’s separation from service, or (ii)
the individual’s death.


 


26. Governing Law. The law of
the State of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard
to such state’s conflict of laws rules, subject to the Company’s intention that the Plan satisfy the requirements of jurisdictions
outside of the United States of America with respect to Awards subject to such jurisdictions.


 


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Approved by the Board on December 15, 2022.
Approved by the Company’s stockholders on December 15, 2022.


 


 


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