Exhibit 10.4


 


ISI 2022 STOCK INCENTIVE PLAN


 


As adopted by the Board of Directors on November
15, 2022 (i.e., the Effective Date)


 


As approved by the shareholders on December
22, 2022


 


ARTICLE
1



PURPOSES OF THE PLAN


 


1.1       Purposes.
The purposes of the Plan are (a) to enhance the Company’s ability to attract and retain the services of qualified employees, officers,
directors, consultants and other service providers upon whose judgment, initiative and efforts the successful conduct and development
of the Company’s business largely depends and (b) to provide additional incentives to such persons or entities to devote their utmost
effort and skill to the advancement and betterment of the Company, by providing them an opportunity to participate in the ownership of
the Company and thereby have an interest in the success and increased value of the Company.


 


ARTICLE
2



DEFINITIONS


 


For purposes of this Plan,
terms not otherwise defined herein will have the meanings indicated below:


 


2.1       “Affiliate”
means (i) any entity that, directly or indirectly, is controlled by, controls or is under common control with, the Company and (ii) any
entity in which the Company has a significant equity interest, in either case as determined by the Committee, whether now or hereafter
existing.


 


2.2       “Award”
means any award under the Plan, including any Option, Restricted Stock, Stock Bonus, Stock Appreciation Right, or Restricted Stock Unit.


 


2.3       “Award
Agreement” means, with respect to each Award, the written or electronic agreement between the Company and the Participant
setting forth the terms and conditions of the Award, and country-specific appendix thereto for grants to non-U.S. Participants, which
will be in substantially a form (which need not be the same for each Participant) that the Committee (or in the case of Award agreements
that are not used for Insiders, the Committee’s delegate(s)) has from time to time approved, and will comply with and be subject
to the terms and conditions of this Plan.


 


2.4       “Award
Transfer Program” means any program instituted by the Committee which would permit Participants the opportunity to transfer
any outstanding Awards to a financial institution or other person or entity approved by the Committee.


 


2.5       “Board”
means the Board of Directors of the Company.


 






    	 	 	 



    	 



    

 


2.6       “Cause”
means termination of Service because of (a) any willful, material violation by the Participant of any law or regulation applicable
to the business of the Company or a Parent, Subsidiary or Affiliate of the Company, the Participant’s conviction for or guilty plea
to a felony or a crime involving moral turpitude or any willful perpetration by the Participant of a common law fraud; (b) the Participant’s
commission of an act of personal dishonesty which involves personal profit in connection with the Company or any other entity having a
business relationship with the Company; (c) any material breach by the Participant of any provision of any agreement or understanding
between the Company or any Parent, Subsidiary or Affiliate of the Company and the Participant regarding the terms of the Participant’s
Service, including the willful and continued failure or refusal of the Participant to perform the material duties required of such Participant
as an Employee, Officer, Director, Non-Employee Director or Consultant of the Company or a Parent, Subsidiary or Affiliate of the Company,
other than as a result of having a Disability or a breach of any applicable invention assignment, confidentiality agreement, non-compete
agreement, non-solicitation agreement, or similar agreement between the Company or a Parent, Subsidiary or Affiliate of the Company and
the Participant; (d) Participant’s disregard of the policies of the Company or any Parent, Subsidiary or Affiliate of the Company
so as to cause loss, damage or injury to the property, reputation or employees of the Company or a Parent, Subsidiary or Affiliate of
the Company or (e) any other misconduct by the Participant which is materially injurious to the financial condition or business reputation
of or is otherwise materially injurious to the Company or a Parent, Subsidiary or Affiliate of the Company. The determination as to whether
a Participant’s actions constitute Cause will be made in good faith by the Company and will be final and binding on the Participant.
The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting
relationship at any time as provided in Section 13.12, and the term “Company” will be interpreted to include any Affiliate,
Subsidiary or Parent, as appropriate. Notwithstanding the foregoing, the foregoing definition of “Cause” may, in part or in
whole, be modified or replaced in each individual employment agreement or Award Agreement with any Participant, provided that such document
supersedes the definition provided in this Section 2.6.


 


2.7       “Code”
means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.


 


2.8       “Committee”
means the Compensation Committee of the Board or those persons to whom administration of the Plan or part of the Plan has been delegated
as permitted by law.


 


2.9       “Common
Stock” means the Common Stock of the Company.


 


2.10       “Company”
means Internet Sciences, Inc. or any successor corporation.


 


2.11       “Consultant”
means any natural person, including an advisor or independent contractor, engaged by the Company or a Parent, Subsidiary or Affiliate
to render services to such entity.


 






    	 	 	 



    	 



    

 



2.12       “Corporate
Transaction” means the occurrence of any of the following events: (a) any “Person” (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange
Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented
by the Company’s then-outstanding voting securities; provided, however, that for purposes of this clause (a) the acquisition of
additional securities by any one Person who is considered to own more than fifty percent (50%) of the total voting power of the securities
of the Company will not be considered a Corporate Transaction; (b) the consummation of the sale or disposition by the Company of
all or substantially all of the Company’s assets; (c) the consummation of a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity
or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving
entity or its parent outstanding immediately after such merger or consolidation; (d) any other transaction which qualifies as a “corporate
transaction” under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest
in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company) or
(e) a change in the effective control of the Company that occurs on the date that a majority of members of the Board is replaced
during any twelve (12) month period by member of the Board whose appointment or election is not endorsed by as majority of the members
of the Board prior to the date of the appointment or election; provided, however, that for purposes of this clause (e), if any Person
is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will
not be considered a Corporate Transaction. For purposes of this definition, Persons will be considered to be acting as a group if they
are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock or similar business transaction
with the Company. Notwithstanding the foregoing, to the extent that any amount constituting deferred compensation (as defined in Section 409A
of the Code) would become payable under this Plan by reason of a Corporate Transaction, such amount will become payable only if the event
constituting a Corporate Transaction would also qualify as a change in ownership or effective control of the Company or a change in the
ownership of a substantial portion of the assets of the Company, each as defined within the meaning of Section 409A of the Code,
as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and IRS guidance that has been promulgated
or may be promulgated thereunder from time to time.


 


2.13       “Director”
means a member of the Board.


 


2.14       “Disability”
means in the case of incentive stock options, total and permanent disability as defined in Section 22(e)(3) of the Code and in the
case of other Awards, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than
12 months.


 


2.15       “Dividend
Equivalent Right” means the right of a Participant, granted at the discretion of the Committee or as otherwise provided
by the Plan, to receive a credit for the account of such Participant in an amount equal to the cash, stock or other property dividends
in amounts equal equivalent to cash, stock or other property dividends for each Share represented by an Award held by such Participant.


 


2.16       “Effective
Date” means the date on which the Plan is adopted by the Board of Directors.


 


2.17       “Employee”
means any person, including Officers and Directors, providing services as an employee to the Company or any Parent, Subsidiary or Affiliate.
Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment”
by the Company.


 






    	 	 	 



    	 



    

 



2.18       “Exchange
Act” means the United States Securities Exchange Act of 1934, as amended.


 


2.19       “Exchange
Program” means a program pursuant to which (a) outstanding Awards are surrendered, cancelled or exchanged for cash,
the same type of Award or a different Award (or combination thereof) or (b) the exercise price of an outstanding Award is increased
or reduced.


 


2.20       “Exercise
Price” means, with respect to an Option, the price at which a holder may purchase the Shares issuable upon exercise of an
Option and with respect to a SAR, the price at which the SAR is granted to the holder thereof.


 


2.21       “Fair
Market Value” means, as of any date, the value of a share of the Company’s Common Stock determined as follows: (a) if
such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination
on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street
Journal or such other source as the Committee deems reliable; (b) if such Common Stock is publicly traded but is neither listed nor
admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as
reported in The Wall Street Journal or such other source as the Committee deems reliable or (c) if none of the foregoing is applicable,
by the Board or the Committee in good faith using any reasonable method of evaluation in a manner consistent with the valuation principles
under Section 409A of the Code.


 


2.22       “Insider”
means an officer or director of the Company or any other person whose transactions in the Company’s Common Stock are subject to
Section 16 of the Exchange Act.


 


2.23       
“IRS” means the United States Internal Revenue Service.


 


2.24       “Non-Employee
Director” means a Director who is not an Employee of the Company or any Parent or Subsidiary.


 


2.25       “Option”
means an award of an option to purchase Shares pursuant to Article 4 or Article 10.


 


2.26       “Parent”
means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations
other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.


 


2.27       “Participant”
means a person who holds an Award under this Plan.


 


2.28       
“Permitted Transferee” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law (including
adoptive relationships) of the Employee, any person sharing the Employee’s household (other than a tenant or employee), a trust
in which these persons (or the Employee) have more than 50% of the beneficial interest, a foundation in which these persons (or the Employee)
control the management of assets, and any other entity in which these persons (or the Employee) own more than 50% of the voting interests.


 


2.29       “Plan”
means this Internet Sciences, Inc. 2022 Stock Incentive Plan.


 






    	 	 	 



    	 



    

 



2.30       “Purchase
Price” means the price to be paid for Shares acquired under the Plan, other than Shares acquired upon exercise of an Option
or SAR.


 


2.31       “Restricted
Stock Award” means an award of Shares pursuant to Article 5 or issued pursuant to the early exercise of an Option.


 


2.32       “Restricted
Stock Unit” means an Award granted pursuant to Article 8.


 


2.33       “SEC”
means the United States Securities and Exchange Commission.


 


2.34       “Securities
Act” means the United States Securities Act of 1933, as amended.


 


2.35       “Service”
means service as an Employee, Consultant, Director or Non-Employee Director, to the Company or a Parent, Subsidiary or Affiliate, subject
to such further limitations as may be set forth in the Plan or the applicable Award Agreement. An Employee will not be deemed to have
ceased to provide Service in the case of (a) sick leave; (b) military leave or (c) any other leave of absence approved
by the Company; provided, that such leave is for a period of not more than 90 days (x) unless reemployment upon the expiration of
such leave is guaranteed by contract or statute or (y) unless provided otherwise pursuant to formal policy adopted from time to time
by the Company and issued and promulgated to employees in writing. In the case of any Employee on an approved leave of absence or a reduction
in hours worked (for illustrative purposes only, a change in schedule from that of full-time to part-time), the Committee may make such
provisions respecting suspension of or modification of vesting of the Award while on leave from the employ of the Company or a Parent,
Subsidiary or Affiliate or during such change in working hours as it may deem appropriate, except that in no event may an Award be exercised
after the expiration of the term set forth in the applicable Award Agreement. In the event of military leave, if required by applicable
laws, vesting will continue for the longest period that vesting continues under any other statutory or Company approved leave of absence
and, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such
return under the Uniform Services Employment and Reemployment Rights Act), he or she will be given vesting credit with respect to Awards
to the same extent as would have applied had the Participant continued to provide services to the Company throughout the leave on the
same terms as he or she was providing services immediately prior to such leave. An employee will have terminated employment as of the
date he or she ceases to provide services (regardless of whether the termination is in breach of local employment laws or is later found
to be invalid) and employment will not be extended by any notice period or garden leave mandated by local law, provided however, that
a change in status from an employee to a consultant or advisor will not terminate the service provider’s Service, unless determined
by the Committee, in its discretion. The Committee will have sole discretion to determine whether a Participant has ceased to provide
Services and the effective date on which the Participant ceased to provide Services.


 


2.36       “Shares”
means shares of the Company’s Common Stock and the common stock of any successor entity.


 


2.37       “Stock
Appreciation Right” means an Award granted pursuant to Article 7 or Article 10.


 


2.38       “Stock
Bonus” means an Award granted pursuant to Article 6 or Article 10.


 






    	 	 	 



    	 



    

 



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


 


2.40       “Treasury
Regulations” means regulations promulgated by the United States Treasury Department.


 


2.41       “Unvested
Shares” means Shares that have not yet vested or are subject to a right of repurchase in favor of the Company (or any successor
thereto).


 


ARTICLE
3



PLAN SHARES


 


3.1       Number
of Shares Available. Subject to Sections 3.4 and 3.6 and Article 12 and any other applicable provisions hereof, the total number
of Shares reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is
1,000,000 Shares.


 


3.2       Lapsed,
Returned Awards. Shares subject to Awards, and Shares issued under the Plan under any Award, will again be available for grant and
issuance in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance upon exercise
of an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other than exercise of the
Option or SAR; (b) are subject to Awards granted under this Plan that are forfeited or are repurchased by the Company at the original
issue price; (c) are subject to Awards granted under this Plan that otherwise terminate without such Shares being issued or (d) are
surrendered pursuant to an Exchange Program. 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. Shares used to pay the exercise price of an Award
or withheld to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan.


 


3.3       Minimum
Share Reserve. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy
the requirements of all outstanding Awards granted under this Plan.


 


3.4       Limitations;
Eligibility. No more than 1,000,000 Shares will be issued pursuant to the exercise of ISOs. ISOs may be granted only to Employees.
All other Awards may be granted to Employees, Consultants, Directors and Non-Employee Directors; provided such Consultants, Directors
and Non-Employee Directors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction.
No Participant will be eligible to receive an Award or Awards for more than 100,000 Shares in any calendar year under this Plan except
that new Employees of the Company or of a Parent or Subsidiary of the Company are eligible to be granted up to a maximum of an Award or
Awards for 100,000 Shares in the calendar year in which they commence their employment.


 






    	 	 	 



    	 



    

 



3.5       Adjustment
of Shares. If the number of outstanding Shares is changed by a stock dividend, extraordinary dividends or distributions (whether in
cash, shares or other property, other than a regular cash dividend) recapitalization, stock split, reverse stock split, subdivision, combination,
reclassification, spin-off or similar change in the capital structure of the Company, then (a) the number of Shares reserved for
issuance and future grant under the Plan set forth in Section 3.1; (b) the Exercise Prices of and number of Shares subject to
outstanding Options and SARs; (c) the number of Shares subject to other outstanding Awards; (d) the maximum number of shares
that may be issued as ISOs or other Awards set forth in Section 3.4; (e) the maximum number of Shares that may be issued to
an individual or to a new Employee in any one calendar year set forth in Section 3.4 and (f) the number of Shares that may be
granted as Awards to Non-Employee Directors as set forth in Article 10, will be proportionately adjusted, subject to any required
action by the Board or the stockholders of the Company and in compliance with applicable securities laws, provided that fractions of a
Share will not be issued.


 


ARTICLE
4



OPTIONS


 


4.1       Options.
An Option is the right but not the obligation to purchase a Share, subject to certain conditions, if applicable. The Committee may grant
Options to eligible Employees, Consultants and Directors and will determine whether such Options will be Incentive Stock Options within
the meaning of the Code (“ISOs”) or Nonqualified Stock Options (“NSOs”), the number
of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may vest and be exercised, and all
other terms and conditions of the Option, subject to the following terms of this Section 4.1.


 


4.2       Option
Grant. Each Option granted under this Plan will identify the Option as an ISO or an NSO. An Option may be, but need not be, awarded
upon satisfaction of such Performance Factors during any Performance Period as are set out in advance in the Participant’s individual
Award Agreement. If the Option is being earned upon the satisfaction of Performance Factors, then the Committee will: (a) determine
the nature, length and starting date of any Performance Period for each Option and (b) select from among the Performance Factors
to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously with respect
to Options that are subject to different performance goals and other criteria.


 


4.3       Date
of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option or a
specified future date. The Award Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after
the granting of the Option.


 


4.4       Exercise
Period. Options may be vested and exercisable within the times or upon the conditions as set forth in the Award Agreement governing
such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is
granted; and provided further that no ISO granted to a person who, at the time the ISO is granted, directly or by attribution owns more
than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary of the
Company (“Ten Percent Stockholder”) will be exercisable after the expiration of five (5) years from the date
the ISO is granted. The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or
otherwise, in such number of Shares or percentage of Shares as the Committee determines.


 






    	 	 	 



    	 



    

 



4.5       Exercise
Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted, provided that (a) the
Exercise Price of an Option will be not less than one hundred percent (100%) of the Fair Market Value of the Shares on the date of grant
and (b) the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than one hundred ten percent (110%) of
the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made in accordance with Section 13.1
and the Award Agreement and in accordance with any procedures established by the Company.


 


4.6       Method
of Exercise. Any Option granted hereunder will be vested and exercisable according to the terms of the Plan and at such times and
under such conditions as determined by the Committee 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: (a) notice of exercise (in such form as the Committee may
specify from time to time) from the person entitled to exercise the Option (and/or via electronic execution through the authorized third
party administrator) and (b) full payment for the Shares with respect to which the Option is exercised (together with applicable
withholding taxes). Full payment may consist of any consideration and method of payment authorized by the Committee and permitted by the
Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant. Until the Shares
are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company),
no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares, notwithstanding the
exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. 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 3.6. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.


 


4.7       Termination
of Service. Unless otherwise provided in the Award Agreement, if the Participant’s Service terminates for any reason except
for Cause or the Participant’s death or Disability, then the Participant may exercise such Participant’s Options only to the
extent that such Options would have been exercisable by the Participant on the date Participant’s Service terminates no later than
three (3) months after the date Participant’s Service terminates (or such shorter or longer time period as may be determined by
the Committee, with any exercise beyond three (3) months after the date Participant’s Service terminates deemed to be the exercise
of an NSO), but in any event no later than the expiration date of the Options. Unless otherwise provided in the Award Agreement, if the
Participant’s Service terminates because of the Participant’s death (or the Participant dies within three (3) months after
Participant’s Service terminates other than for Cause or because of the Participant’s Disability), then the Participant’s
Options may be exercised only to the extent that such Options would have been exercisable by the Participant on the date Participant’s
Service terminates and must be exercised by the Participant’s legal representative or authorized assignee no later than twelve (12)
months after the date Participant’s Service terminates (or such shorter time period or longer time period as may be determined by
the Committee), but in any event no later than the expiration date of the Options. Unless otherwise provided in the Award Agreement, if
the Participant’s Service terminates because of the Participant’s Disability, then the Participant’s Options may be
exercised only to the extent that such Options would have been exercisable by the Participant on the date Participant’s Service
terminates and must be exercised by the Participant (or the Participant’s legal representative or authorized assignee) no later
than twelve (12) months after the date Participant’s Service terminates (or such shorter or longer time period as may be determined
by the Committee, with any exercise beyond (a) three (3) months after the date Participant’s Service terminates when the termination
of Service is for a Disability that is not a “permanent and total disability” as defined in Section 22(e)(3) of the Code
or (b) twelve (12) months after the date Participant’s Service terminates when the termination of Service is for a Disability
that is a “permanent and total disability” as defined in Section 22(e)(3) of the Code, deemed to be exercise of an NSO),
but in any event no later than the expiration date of the Options. Unless otherwise provided in the Award Agreement, if the Participant
is terminated for Cause, then Participant’s Options will expire on such Participant’s date of termination of Service or at
such later time and on such conditions as are determined by the Committee, but in any no event later than the expiration date of the Options.
Unless otherwise provided in the Award Agreement, Cause will have the meaning set forth in the Plan.


 






    	 	 	 



    	 



    

 



4.8       Limitations
on Exercise. The Committee may specify a minimum number of Shares that may be purchased on any exercise of an Option, provided that
such minimum number will not prevent any Participant from exercising the Option for the full number of Shares for which it is then exercisable.


 


4.9       Limitations
on ISOs. With respect to Awards granted as ISOs, to the extent that the aggregate Fair Market Value of the Shares with respect to
which such ISOs 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 one hundred thousand dollars ($100,000), such Options will be treated as NSOs. For purposes of this Section 4.9,
ISOs 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. In the event that the Code or the regulations promulgated thereunder are amended
after the Effective Date to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, such different
limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment.


 


4.10       Modification,
Extension or Renewal. The Committee may modify, extend or renew outstanding Options (but not beyond their original term) and authorize
the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant,
impair any of such Participant’s rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed
or otherwise altered will be treated in accordance with Section 424(h) of the Code. Subject to Section 13.9, by written notice to
affected Participants, the Committee may reduce the Exercise Price of outstanding Options without the consent of such Participants; provided,
however, that the Exercise Price may not be reduced below the Fair Market Value on the date the action is taken to reduce the Exercise
Price.


 


4.11       No
Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted, amended
or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422
of the Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Code.


 


ARTICLE
5

RESTRICTED STOCK AWARDS


 


5.1       Restricted
Stock Awards. A Restricted Stock Award is an offer by the Company to sell to an eligible Employee, Consultant or Director Shares that
are subject to restrictions (“Restricted Stock”). The Committee will determine to whom an offer will be made,
the number of Shares the Participant may purchase, the Purchase Price (if any), the restrictions under which the Shares will be subject
and all other terms and conditions of the Restricted Stock Award, subject to the Plan.


 






    	 	 	 



    	 



    

 



5.2       Restricted
Stock Purchase Agreement. All Restricted Stock Awards will be evidenced by an Award Agreement. Except as may otherwise be provided
in an Award Agreement, a Participant accepts a Restricted Stock Award by signing and delivering to the Company an Award Agreement with
full payment of the Purchase Price (if any), within thirty (30) days from the date the Award Agreement was delivered to the Participant.
If the Participant does not accept such Award within thirty (30) days, then the offer of such Restricted Stock Award will terminate, unless
the Committee determines otherwise.


 


5.3       Purchase
Price. The Purchase Price (if any) for a Restricted Stock Award will be determined by the Committee and may be less than Fair Market
Value on the date the Restricted Stock Award is granted. Payment of the Purchase Price (if any) must be made in accordance with Section 13.1,
the Award Agreement and any procedures established by the Company.


 


5.4       Terms
of Restricted Stock Awards. Restricted Stock Awards will be subject to such restrictions as the Committee may impose or are required
by law. These restrictions may be based on completion of a specified number of years of service with the Company or upon completion of
Performance Factors, if any, during any Performance Period as set out in advance in the Participant’s Award Agreement. Prior to
the grant of a Restricted Stock Award, the Committee will: (a) determine the nature, length and starting date of any Performance Period
for the Restricted Stock Award; (b) select from among the Performance Factors to be used to measure performance goals, if any and (c)
determine the number of Shares that may be awarded to the Participant. Performance Periods may overlap and a Participant may participate
simultaneously with respect to Restricted Stock Awards that are subject to different Performance Periods and having different performance
goals and other criteria.


 


5.5       Termination
of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s
Service terminates (unless determined otherwise by the Committee).


 


ARTICLE
6



STOCK BONUS AWARDS


 


6.1       Stock
Bonus Awards. A Stock Bonus Award is an award to an eligible Employee, Consultant or Director of Shares for Services to be rendered
or for past Services already rendered to the Company or any Parent or Subsidiary. All Stock Bonus Awards will be made pursuant to an Award
Agreement. No payment from the Participant will be required for Shares awarded pursuant to a Stock Bonus Award.


 


6.2       Terms
of Stock Bonus Awards. The Committee will determine the number of Shares to be awarded to the Participant under a Stock Bonus Award
and any restrictions thereon. These restrictions may be based upon completion of a specified number of years of service with the Company
or upon satisfaction of performance goals based on Performance Factors during any Performance Period as set out in advance in the Participant’s
Stock Bonus Agreement. Prior to the grant of any Stock Bonus Award the Committee will: (a) determine the nature, length and starting
date of any Performance Period for the Stock Bonus Award; (b) select from among the Performance Factors to be used to measure performance
goals (if any) and (c) determine the number of Shares that may be awarded to the Participant. Performance Periods may overlap and
a Participant may participate simultaneously with respect to Stock Bonus Awards that are subject to different Performance Periods and
different performance goals and other criteria.


 






    	 	 	 



    	 



    

 



6.3       Form
of Payment to Participant. Payment may be made in the form of cash, whole Shares or a combination thereof, based on the Fair Market
Value of the Shares earned under a Stock Bonus Award on the date of payment, as determined in the sole discretion of the Committee.


 


6.4       Termination
of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s
Service terminates (unless determined otherwise by the Committee).


 


ARTICLE
7



STOCK APPRECIATION RIGHTS


 


7.1       Stock
Appreciation Rights. A Stock Appreciation Right (“SAR”) is an award to an eligible Employee, Consultant
or Director that may be settled in cash or Shares (which may consist of Restricted Stock) having a value equal to (a) the difference
between the Fair Market Value on the date of exercise over the Exercise Price multiplied by (b) the number of Shares with respect
to which the SAR is being settled (subject to any maximum number of Shares that may be issuable as specified in an Award Agreement). All
SARs will be made pursuant to an Award Agreement.


 


7.2       Terms
of SARs. The Committee will determine the terms of each SAR including: (a) the number of Shares subject to the SAR; (b) the
Exercise Price and the time or times during which the SAR may be settled; (c) the consideration to be distributed on settlement of
the SAR and (d) the effect of the Participant’s termination of Service on each SAR. The Exercise Price of the SAR will be determined
by the Committee when the SAR is granted, and may not be less than Fair Market Value. A SAR may be awarded upon satisfaction of Performance
Factors, if any, during any Performance Period as are set out in advance in the Participant’s individual Award Agreement. If the
SAR is being earned upon the satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length and starting
date of any Performance Period for each SAR and (y) select from among the Performance Factors to be used to measure the performance,
if any. Performance Periods may overlap and Participants may participate simultaneously with respect to SARs that are subject to different
Performance Factors and other criteria.


 


7.3       Exercise
Period and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee
and set forth in the Award Agreement governing such SAR. The SAR Agreement will set forth the expiration date; provided that no SAR will
be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee may also provide for SARs to become
exercisable at one time or from time to time, periodically or otherwise (including upon the attainment during a Performance Period of
performance goals based on Performance Factors), in such number of Shares or percentage of the Shares subject to the SAR as the Committee
determines. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date Participant’s Service
terminates (unless determined otherwise by the Committee). Notwithstanding the foregoing, the rules of Section 4.7 also will apply
to SARs.


 


7.4       Form
of Settlement. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined
by multiplying (a) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price; times
(b) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from the Company
for the SAR exercise may be in cash, in Shares of equivalent value or in some combination thereof. The portion of a SAR being settled
may be paid currently or on a deferred basis with such interest or dividend equivalent, if any, as the Committee determines, provided
that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the Code.


 






    	 	 	 



    	 



    

 



7.5       Termination
of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s
Service terminates (unless determined otherwise by the Committee).


 


ARTICLE
8



RESTRICTED STOCK UNITS


 


8.1       Restricted
Stock Units. A Restricted Stock Unit (“RSU”) is an award to an eligible Employee, Consultant or Director
covering a number of Shares that may be settled in cash and/or by issuance of Shares (which may consist of Restricted Stock). All RSUs
will be made pursuant to an Award Agreement.


 


8.2       Terms
of RSUs. The Committee will determine the terms of an RSU including: (a) the number of Shares subject to the RSU; (b) the
time or times during which the RSU may be settled; (c) the amount (including any minimum amount), nature (which may include cash,
Shares or a combination of both) and valuation of the consideration to be paid or distributed on settlement; (d) the effect of the
Participant’s termination of Service on each RSU; and (e) such other terms as the Committee may determine. An RSU may be awarded
upon satisfaction of such performance goals based on Performance Factors during any Performance Period as are set out in advance in the
Participant’s Award Agreement. If the RSU is being earned upon satisfaction of Performance Factors, then the Committee will: (x) determine
the nature, length and starting date of any Performance Period for the RSU; (y) select from among the Performance Factors to be used
to measure the performance, if any and (z) determine the number of Shares deemed subject to the RSU. Performance Periods may overlap
and participants may participate simultaneously with respect to RSUs that are subject to different Performance Periods and different performance
goals and other criteria.


 


8.3       Form
and Timing of Settlement. Payment of earned RSUs will be made as soon as practicable after the date(s) determined by the Committee
and set forth in the Award Agreement. The Committee may permit a Participant to defer payment under a RSU to a date or dates after the
RSU is earned provided that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code.


 


8.4       Termination
of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s
Service terminates (unless determined otherwise by the Committee).


 


ARTICLE
9



PERFORMANCE AWARDS


 


9.1       Performance
Awards. A Performance Award is an award to an eligible Employee, Consultant or Director of a cash bonus or an award of Performance
Shares denominated in Shares that may be settled in cash or by issuance of those Shares (which may consist of Restricted Stock). Grants
of Performance Awards will be made pursuant to an Award Agreement.


 






    	 	 	 



    	 



    

 



9.2       Terms
of Performance Shares. The Committee will determine, and each Award Agreement will set forth, the terms of each Performance Award
including: (a) the amount of any cash bonus; (b) the number of Shares deemed subject to an award of Performance Shares; (c) the
Performance Factors and Performance Period that will determine the time and extent to which each Performance Award will be settled; (d) the
consideration to be distributed on settlement and (e) the effect of the Participant’s termination of Service on each Performance
Award. In establishing Performance Factors and the Performance Period the Committee will: (x) determine the nature, length and starting
date of any Performance Period; (y) select from among the Performance Factors to be used and (z) determine the number of Shares
deemed subject to the award of Performance Shares. Prior to settlement the Committee will determine the extent to which Performance Awards
have been earned. Performance Periods may overlap and Participants may participate simultaneously with respect to Performance Awards that
are subject to different Performance Periods and different performance goals and other criteria.


 


9.3       Value,
Earning and Timing of Performance Shares. Each Performance Share will have an initial value equal to the Fair Market Value of a Share
on the date of grant. After the applicable Performance Period has ended, the holder of Performance Shares will be entitled to receive
a payout of the number of Performance Shares earned by the Participant over the Performance Period, to be determined as a function of
the extent to which the corresponding Performance Factors or other vesting provisions have been achieved. The Committee, in its sole discretion,
may pay earned Performance Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the
earned Performance Shares at the close of the applicable Performance Period) or in a combination thereof.


 


9.4       Termination
of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date Participant’s
Service terminates (unless determined otherwise by the Committee).


 


ARTICLE
10



GRANTS TO NON-EMPLOYEE DIRECTORS


 


10.1       Grants
To Non-Employee Directors. Non-Employee Directors are eligible to receive any type of Award offered under this Plan except ISOs. Awards
pursuant to this Article 10 may be automatically made pursuant to policy adopted by the Board or made from time to time as determined
in the discretion of the Board. The aggregate number of Shares subject to Awards granted to a Non-Employee Director pursuant to this Article 10
250,000 in total and in any calendar year will not exceed 100,000.


 


10.2       Eligibility.
Awards pursuant to this Article 10 will be granted only to Non-Employee Directors. A Non-Employee Director who is elected or re-elected
as a member of the Board will be eligible to receive an Award under this Article 10.


 


10.3       Vesting,
Exercisability and Settlement. Except as set forth in Article 12, Awards will vest, become exercisable and be settled as determined
by the Board. With respect to Options and SARs, the exercise price granted to Non-Employee Directors will not be less than the Fair Market
Value of the Shares at the time that such Option or SAR is granted.


 






    	 	 	 



    	 



    

 



10.4       Election
to receive Awards in Lieu of Cash. A Non-Employee Director may elect to receive his or her annual retainer payments and/or meeting
fees from the Company in the form of cash or Awards or a combination thereof, as determined by the Committee. Such Awards will be issued
under the Plan. An election under this Section 10.4 will be filed with the Company on the form prescribed by the Company.


 


ARTICLE
11



ADMINISTRATION OF THE PLAN


 


11.1       Committee
Composition; Authority. This Plan will be administered by the Committee or by the Board acting as the Committee. Subject to the general
purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry
out this Plan, except, however, the Board will establish the terms for the grant of an Award to Non-Employee Directors. The Committee
will have the authority to: (a) construe and interpret this Plan, any Award Agreement and any other agreement or document executed
pursuant to this Plan; (b) prescribe, amend and rescind rules and regulations relating to this Plan or any Award; (c) select
persons to receive Awards; (d) determine the form and terms and conditions, not inconsistent with the terms of the Plan, of any Award
granted hereunder, including the exercise price, the time or times when Awards may vest and be exercised (which may be based on performance
criteria) or settled, any vesting acceleration or waiver of forfeiture restrictions, the method to satisfy tax withholding obligations
or any other tax liability legally due and any restriction or limitation regarding any Award or the Shares relating thereto, based in
each case on such factors as the Committee will determine; (e) determine the number of Shares or other consideration subject to Awards;
(f) determine the Fair Market Value in good faith and interpret the applicable provisions of this Plan and the definition of Fair
Market Value in connection with circumstances that impact the Fair Market Value, if necessary; (g) determine whether Awards will
be granted singly, in combination with, in tandem with, in replacement of or as alternatives to other Awards under this Plan or any other
incentive or compensation plan of the Company or any Parent or Subsidiary of the Company; (h) grant waivers of Plan or Award conditions;
(i) determine the vesting, exercisability and payment of Awards; (j) correct any defect, supply any omission or reconcile any
inconsistency in this Plan, any Award or any Award Agreement; (k) determine whether an Award has been earned; (l) institute
any Exchange Program and determine the terms and conditions thereof; (m) reduce or waive any criteria with respect to Performance
Factors; (n) adjust Performance Factors in accordance with Section 11.3; (o) adopt terms and conditions, rules and procedures
(including the adoption of any sub-plan under this Plan) relating to the operation and administration of the Plan to accommodate requirements
of local law and procedures outside of the United States; (p) make all other determinations necessary or advisable for the administration
of this Plan and (q) delegate any of the foregoing to a subcommittee consisting of one or more executive officers pursuant to a specific
delegation as permitted by applicable law.


 


11.2       Committee
Interpretation and Discretion. Any determination made by the Committee with respect to any Award will be made in its sole discretion
at the time of grant of the Award or, unless in contravention of any express term of the Plan or Award, at any later time, and such determination
will be final and binding on the Company and all persons having an interest in any Award under the Plan. Any dispute regarding the interpretation
of the Plan or any Award Agreement will be submitted by the Participant or Company to the Committee for review. The resolution of such
a dispute by the Committee will be final and binding on the Company and the Participant. The Committee may delegate to one or more executive
officers the authority to review and resolve disputes with respect to Awards held by Participants who are not Insiders, and such resolution
will be final and binding on the Company and the Participant.


 






    	 	 	 



    	 



    

 



11.3       Documentation.
The Award Agreement for a given Award, the Plan and any other documents may be delivered to, and accepted by, a Participant or any other
person in any manner (including electronic distribution or posting) that meets applicable legal requirements.


 


11.4       Foreign
Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws and practices in other
countries in which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Committee,
in its sole discretion, will have the power and authority to: (a) determine which Subsidiaries and Affiliates will be covered by
the Plan; (b) determine which individuals outside the United States are eligible to participate in the Plan, which may include individuals
who provide services to the Company, Subsidiary or Affiliate under an agreement with a foreign nation or agency; (c) modify the terms
and conditions of any Award granted to individuals outside the United States or foreign nationals to comply with applicable foreign laws,
policies, customs and practices; (d) establish sub-plans and modify exercise procedures and other terms and procedures, to the extent
the Committee determines such actions to be necessary or advisable (and such sub-plans and/or modifications will be attached to this Plan
as appendices); provided, however, that no such sub-plans and/or modifications will increase the share limitations contained in Section 3.5
hereof and (e) take any action, before or after an Award is made, that the Committee determines to be necessary or advisable to obtain
approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Committee may not
take any actions hereunder, and no Awards will be granted, that would violate the Exchange Act or any other applicable United States securities
law, the Code or any other applicable United States governing statute or law.


 


ARTICLE
12



CORPORATE TRANSACTIONS


 


12.1       Assumption
or Replacement of Awards by Successor. In the event of a Corporate Transaction, any or all outstanding Awards may be assumed or replaced
by the successor corporation, which assumption or replacement will be binding on all Participants. In the alternative, the successor corporation
may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to stockholders (after
taking into account the existing provisions of the Awards). The successor corporation may also issue, in place of outstanding Shares of
the Company held by the Participant, substantially similar shares or other property subject to repurchase restrictions no less favorable
to the Participant. In the event such successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute Awards,
as provided above, pursuant to a Corporate Transaction, then notwithstanding any other provision in this Plan to the contrary, such Awards
will have their vesting accelerate as to all shares subject to such Award (and any applicable right of repurchase fully lapse) immediately
prior to the Corporate Transaction. In addition, in the event such successor or acquiring corporation (if any) refuses to assume, convert,
replace or substitute Awards, as provided above, pursuant to a Corporate Transaction, the Committee will notify the Participants in writing
or electronically that such Award will be exercisable for a period of time determined by the Committee in its sole discretion, and such
Award will terminate upon the expiration of such period. Awards need not be treated similarly in a Corporate Transaction.


 






    	 	 	 



    	 



    

 



12.2       Assumption
of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another company,
whether in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under this Plan in substitution
of such other company’s award or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed
award could be applied to an Award granted under this Plan (“Substitute Awards”). Such substitution or assumption
will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan
if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another company,
the terms and conditions of such award will remain unchanged (except that the Purchase Price or the Exercise Price, as the case may be,
and the number and nature of Shares issuable upon exercise or settlement of any such Award will be adjusted appropriately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new Option in substitution rather than assuming an existing option,
such new Option may be granted with a similarly adjusted Exercise Price. Substitute Awards shall not reduce the Shares authorized for
grant under the Plan or the limitations on grants to a Participant under Section 3.4, nor shall Shares subject to a Substitute Award be
added to the Shares available for Awards under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary
or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders 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 not reduce the Shares authorized for grant under the Plan (and Shares subject to such
Awards shall not be added to the Shares available for Awards under the Plan); provided that 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 who were not Employees or Directors prior to such acquisition or combination.


 


12.3       Non-Employee
Directors’ Awards. Notwithstanding any provision to the contrary herein, in the event of a Corporate Transaction, the vesting
of all Awards granted to Non-Employee Directors will accelerate and such Awards will become exercisable (as applicable) in full prior
to the consummation of such event at such times and on such conditions as the Committee determines.


 


ARTICLE
13



MISCELLANEOUS


 


13.1       Payment
For Share Purchases. Payment from a Participant for Shares purchased pursuant to this Plan may be made in cash or by check or, where
expressly approved for the Participant by the Committee and where permitted by law (and to the extent not otherwise set forth in the applicable
Award Agreement): (a) by cancellation of indebtedness of the Company to the Participant; (b) by surrender of shares of the Company
held by the Participant that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as
to which said Award will be exercised or settled; (c) by waiver of compensation due or accrued to the Participant for services rendered
or to be rendered to the Company or a Parent or Subsidiary of the Company; (d) by consideration received by the Company pursuant
to a broker-assisted or other form of cashless exercise program implemented by the Company in connection with the Plan; (e) by any
combination of the foregoing or (f) by any other method of payment as is permitted by applicable law.


 






    	 	 	 



    	 



    

 



13.2       Withholding
Taxes. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan or the applicable tax event occurs, the
Company may require the Participant to remit to the Company or to the Parent or Subsidiary employing the Participant an amount sufficient
to satisfy applicable U.S. federal, state, local and international withholding tax requirements or any other tax or social insurance liability
legally due from the Participant prior to the delivery of Shares pursuant to exercise or settlement of any Award. Whenever payments in
satisfaction of Awards granted under this Plan are to be made in cash, such payment will be net of an amount sufficient to satisfy applicable
U.S. federal, state, local and international withholding tax or social insurance requirements or any other tax liability legally due from
the Participant. The Fair Market Value of the Shares will be determined as of the date that the taxes are required to be withheld and
such Shares will be valued based on the value of the actual trade or, if there is none, the Fair Market Value of the Shares as of the
previous trading day. The Committee, or its delegate(s), as permitted by applicable law, in its sole discretion and pursuant to such procedures
as it may specify from time to time and to limitations of local law, may require or permit a Participant to satisfy such tax withholding
obligation or any other tax liability legally due from the Participant, in whole or in part by paying cash, electing to have the Company
withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld,
delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum amount required to be withheld or withholding
from the proceeds of the sale of otherwise deliverable Shares acquired pursuant to an Award either through a voluntary sale or through
a mandatory sale arranged by the Company.


 


13.3       Transferability.
Unless determined otherwise by the Committee or pursuant to Section 13.4, 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. If the Committee makes an Award
transferable, including by instrument to an inter vivos or testamentary trust in which the Awards are to be passed to beneficiaries upon
the death of the trustor (settlor) or by gift or by domestic relations order to a Permitted Transferee, such Award will contain such additional
terms and conditions as the Committee deems appropriate. All Awards will be exercisable: (a) during the Participant’s lifetime
only by (i) the Participant or (ii) the Participant’s guardian or legal representative; (b) after the Participant’s
death, by the legal representative of the Participant’s heirs or legatees and (c) in the case of all awards except ISOs, by
a Permitted Transferee.


 


13.4       Award
Transfer Program. Notwithstanding any contrary provision of the Plan, the Committee will have all discretion and authority to determine
and implement the terms and conditions of any Award Transfer Program instituted pursuant to this Section 13.4 and will have the authority
to amend the terms of any Award participating, or otherwise eligible to participate in, the Award Transfer Program, including the authority
to (a) amend (including to extend) the expiration date, post-termination exercise period and/or forfeiture conditions of any such
Award; (b) amend or remove any provisions of the Award relating to the Award holder’s continued service to the Company or its
Parent or any Subsidiary; (c) amend the permissible payment methods with respect to the exercise or purchase of any such Award; (d) amend
the adjustments to be implemented in the event of changes in the capitalization and other similar events with respect to such Award and
(e) make such other changes to the terms of such Award as the Committee deems necessary or appropriate in its sole discretion.


 






    	 	 	 



    	 



    

 



13.5       Voting
and Dividends. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are issued
to the Participant, except for any Dividend Equivalent Rights permitted by an applicable Award Agreement. Any Dividend Equivalent Rights
will be subject to the same vesting or performance conditions as the underlying Award. In addition, the Committee may provide that any
Dividend Equivalent Rights permitted by an applicable Award Agreement will be deemed to have been reinvested in additional Shares or otherwise
reinvested. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder
with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to
such Shares; provided, that if such Shares are Restricted Stock, then any new, additional or different securities the Participant may
become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate
or capital structure of the Company will be subject to the same restrictions as the Restricted Stock; provided, further, that the Participant
will have no right to retain such stock dividends or stock distributions with respect to Shares that are repurchased at the Participant’s
Purchase Price or Exercise Price, as the case may be, pursuant to Section 13.6.


 


13.6       Restrictions
on Shares. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) a right to repurchase (a “Right
of Repurchase”) a portion of any or all Unvested Shares held by a Participant following such Participant’s termination
of Service at any time within ninety (90) days (or such longer or shorter time determined by the Committee) after the later of the date
Participant’s Service terminates and the date the Participant purchases Shares under this Plan, for cash and/or cancellation of
purchase money indebtedness, at the Participant’s Purchase Price or Exercise Price, as the case may be.


 


13.7       Certificates.
All Shares or other securities whether or not certificated, delivered under this Plan will be subject to such stock transfer orders, legends
and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable U.S. federal, state
or foreign securities law or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system
upon which the Shares may be listed or quoted and any non-U.S. exchange controls or securities law restrictions to which the Shares are
subject.


 


13.8       Escrow;
Pledge of Shares. To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant to deposit
all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee, appropriately
endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated,
and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. Any Participant who is
permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Plan will be required to
pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of the Participant’s
obligation to the Company under the promissory note; provided, however, that the Committee may require or accept other or additional forms
of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant
under the promissory note notwithstanding any pledge of the Participant’s Shares or other collateral. In connection with any pledge
of the Shares, the Participant will be required to execute and deliver a written pledge agreement in such form as the Committee will from
time to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory
note is paid.


 


13.9       Repricing;
Exchange and Buyout of Awards. Without prior stockholder approval the Committee may (a) reprice Options or SARs (and where such repricing
is a reduction in the Exercise Price of outstanding Options or SARs, the consent of the affected Participants is not required provided
written notice is provided to them, notwithstanding any adverse tax consequences to them arising from the repricing) and (b) with the
consent of the respective Participants (unless not required pursuant to Section 4.10), pay cash or issue new Awards in exchange for the
surrender and cancellation of any, or all, outstanding Awards.


 






    	 	 	 



    	 



    

 



13.10       Deferrals.
The Committee may determine that the delivery of Shares, payment of cash or a combination thereof upon the exercise, vesting or settlement
of all or a portion of any Award may be deferred and may establish programs and procedures for deferral elections to be made by Participants.
Deferrals by Participants will be made only in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the
Committee may provide for distributions while a Participant is providing Services to the Company or any Parent or Subsidiary.


 


13.11       Securities
Law and Other Regulatory Compliance. An Award will not be effective unless such Award is in compliance with all applicable U.S. and
foreign federal and state securities and exchange control laws, rules and regulations of any governmental body, and the requirements of
any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date
of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company
will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals from governmental
agencies that the Company determines are necessary or advisable and (b) completion of any registration or other qualification of
such Shares under any state or federal or foreign law or ruling of any governmental body that the Company determines to be necessary or
advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the registration,
qualification or listing requirements of any foreign or state securities laws, exchange control laws, stock exchange or automated quotation
system, and the Company will have no liability for any inability or failure to do so.


 


13.12       No
Obligation To Employ. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant
any right to continue in the employ of or to continue any other relationship with the Company or any Parent, Subsidiary or Affiliate or
limit in any way the right of the Company or any Parent, Subsidiary or Affiliate to terminate Participant’s employment or other
relationship at any time.


 


13.13       Adoption
and Stockholder Approval. This Plan will be submitted for the approval of the Company’s stockholders, consistent with applicable
laws, within twelve (12) months after the date this Plan is adopted by the Board.


 


13.14       Term
of Plan; Governing Law. Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and will
terminate ten (10) years from the date this Plan is adopted by the Board. This Plan and all Awards granted hereunder will be governed
by and construed in accordance with the laws of the State of Delaware (excluding its conflict of law rules).


 


13.15       Amendment
or Termination of Plan. The Board may at any time terminate or amend this Plan in any respect, including amendment of any form of
Award Agreement or instrument to be executed pursuant to this Plan; provided, however, that the Board will not, without the approval of
the stockholders of the Company, amend this Plan in any manner that requires such stockholder approval; provided further, that a Participant’s
Award will be governed by the version of this Plan then in effect at the time such Award was granted.


 






    	 	 	 



    	 



    

 



13.16       Nonexclusivity
of the Plan. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company for approval,
nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including the granting of stock awards and bonuses otherwise than under this Plan, and such arrangements
may be either generally applicable or applicable only in specific cases.


 


13.17       Insider
Trading Policy. Each Participant who receives an Award will comply with any policy adopted by the Company from time to time covering
transactions in the Company’s securities by Employees, officers and/or directors of the Company.


 


13.18       All
Awards Subject to Company Clawback or Recoupment Policy. All Awards, subject to applicable law, will be subject to clawback or recoupment
pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of Participant’s
employment or other service with the Company that is applicable to executive officers, employees, directors or other service providers
of the Company, and in addition to any other remedies available under such policy and applicable law, may require the cancellation of
outstanding Awards and the recoupment of any gains realized with respect to Awards.


 


13.19       Compliance
with Section 409A of the Code. This Plan is intended to comply and shall be administered in a manner that is intended to comply with
Section 409A of the Code and shall be construed and interpreted in accordance with such intent. To the extent that an Award or the payment,
settlement or deferral thereof is subject to Section 409A of the Code, the Award shall be granted, paid, settled or deferred in a manner
that will comply with Section 409A of the Code, including regulations or other guidance issued with respect thereto, except as otherwise
determined by the Committee. Any provision of this Plan that would cause the grant of an Award or the payment, settlement or deferral
thereof to fail to satisfy Section 409A of the Code shall be amended to comply with Section 409A of the Code on a timely basis, which
may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A of the Code. Notwithstanding
any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” (within
the meaning of Section 409A) that are otherwise required to be made under the Plan or any Award Agreement to a “specified employee”
(as defined under Section 409A) as a result of his or her “separation from service” (as defined below) (other than a payment
that is not subject to Section 409A) shall be delayed for the first six (6) months following such “separation from service”
and shall instead be paid (in a manner set forth in the Award Agreement) on the payment date that immediately follows the end of such
six-month period (or, if earlier, within 10 business days following the date of death of the specified employee) or as soon as administratively
practicable within 60 days thereafter, but in no event later than the end of the applicable taxable year. A termination of employment
shall not be deemed to have occurred for purposes of any provision of the Plan or any Award Agreement providing for the payment of any
amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of employment,
unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior
to a “separation from service” would violate Section 409A. For purposes of any such provision of the Plan or any Award Agreement
relating to any such payments or benefits, references to a “termination,” “termination of employment,” “termination
of continuous Service” or like terms shall mean “separation from service.”