Exhibit
4.6


NETWORK-1
TECHNOLOGIES, INC.

2022 STOCK INCENTIVE PLAN


SECTION
1.GENERAL PURPOSE OF THE PLAN; DEFINITIONS


The
name of the plan is the Network-1 Technologies, Inc. 2022 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to
encourage and enable the officers, employees, Non-Employee Directors and Consultants of Network-I Technologies, Inc. (the “Company”)
and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business
to acquire an equity interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s
welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their
efforts on the Company’s behalf and strengthening their desire to remain with the Company.


The
following terms shall be defined as set forth below:


“Act”
means the Securities Act of 1933, as amended, and the rules and regulations thereunder.


“Administrator”
means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation
committee and which is comprised of not less than two Non-Employee Directors who are independent.


“Affiliate”
means a corporation, partnership, trust or unincorporated enterprise which is a member of the Company’s controlled group, within
the meaning of Code Section 414(b) and (c).


“Award”
or “Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive Stock
Options, Non-Qualified Stock Options, Restricted Stock Awards, Restricted Stock Units, Stock Appreciation Rights, Unrestricted Stock
Awards, Cash-Based Awards, and Dividend Equivalent Rights.


“Award
Certificate” means a written or electronic document setting forth the terms and provisions applicable to an Award granted under
the Plan. Each Award Certificate is subject to the terms and conditions of the Plan.


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


“Cash-Based
Award” means an Award entitling the recipient to receive a cash-denominated Award granted pursuant to Section 10.


“Code”
means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.


“Consultant”
means a consultant or advisor who provides bona fide services to the Company or an Affiliate as an independent contractor and who qualifies
as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Act.


 


 


 




    	



    	 



    

 


“Dividend
Equivalent Right” means an Award entitling the grantee to receive credits based on cash dividends granted pursuant to Section
11.


“Effective
Date” means the date on which the Plan becomes effective as set forth in Section 19.


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


“Fair
Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the Administrator;
provided, however, that if the Stock is listed on the New York Stock Exchange (including NYSE American), National Association of Securities
Dealers Automated Quotation System (“NASDAQ”), NASDAQ Global Market or another national securities exchange or traded on
any established market, the determination shall be made by reference to market quotations as of the close of the market. If there are
no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there
are market quotations.


“Incentive
Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section
422 of the Code.


“Non-Employee
Director” means a member of the Board who is not also an employee of the Company or any Subsidiary.


“Non-Qualified
Stock Option” means any Stock Option that is not an Incentive Stock Option.


“Option”
or “Stock Option” means an option to purchase shares of Stock granted pursuant to Section 5.


“Restricted
Shares” means the shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture or the Company’s
right of repurchase.


“Restricted
Stock Award” means an Award of Restricted Shares granted pursuant to Section 7.


“Restricted
Stock Units” means an Award of stock units granted pursuant to Section 6.


“Sale
Event” means the consummation of (i) the sale of all or substantially all of the assets of the Company on a consolidated basis
to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s
outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting
power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately
upon completion of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof
acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior
to such transaction do not own at least a majority of the
outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result
of the acquisition of securities directly from the Company.


  




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“Sale
Price” means the value as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders,
per share of Stock pursuant to a Sale Event.


“Section
409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.


“Service
Relationship” means any relationship as an officer, employee, director or Consultant of the Company or any Affiliate (e.g.,
a Service Relationship shall be deemed to continue without interruption in the event an individual’s status changes from full-time
employee to part-time employee or Consultant).


“Stock”
means the Common Stock, par value $0.01 per share, of the Company, subject to adjustments pursuant to Section 3.


“Stock
Appreciation Right” means a stock appreciation right Award granted pursuant to Section 8.


“Subsidiary”
means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly
or indirectly.


“Ten
Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the
Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or Subsidiary.


“Unrestricted
Stock Award” means an Award of shares of Stock granted pursuant to Section 9.


SECTION
2.ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS


(a)       Administration
of Plan. The Plan shall be administered by the Administrator.


(b)       Powers
of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including
the power and authority:


(i)       to
select the individuals to whom Awards may from time to time be granted;


(ii)       to
determine the time or times of grant, and the extent, if any, of Incentive Stock Option, Non-Qualified Stock Options, Restricted Stock
Units, Restricted Stock Awards, Stock Appreciation Rights, Unrestricted Stock Awards, Cash-Based Awards, and Dividend Equivalent Rights,
or any combination of the foregoing, granted to any one or more grantees;


(iii)       to
determine the number of shares of Stock to be covered by any Award;




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(iv)       to
determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan,
of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award Certificates;


(v)       
to accelerate at any time the exercisability or vesting of all or any portion of any Award;


(vi)       subject
to the provisions of Section 5(c), to extend at any time the period in which Stock Options may be exercised; and


(vii)       at
any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings
as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments);
to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the
Plan; and to otherwise supervise the administration of the Plan.


All
decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Plan grantees.


(c)       Delegation
of Authority to Grant Awards. Subject to applicable law, the Administrator, in its discretion, may delegate to a committee consisting
of one or more officers of the Company, including the Chief Executive Officer of the Company, all or part of the Administrator’s
authority and duties with respect to the granting of Awards to individuals who are (i) not subject to the reporting and other provisions
of Section 16 of the Exchange Act and (ii) not members of the delegated committee. Any such delegation by the Administrator shall include
a limitation as to the amount of Stock underlying Awards that may be granted during the period of the delegation and shall contain guidelines
as to the determination of the exercise price and the vesting criteria. The Administrator may revoke or amend the terms of a delegation
at any time but such action shall not invalidate any prior actions of the Administrator’s delegate or delegates that were consistent
with the terms of the Plan.


(d)       Award
Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and limitations
for each Award which may include, without limitation, the term of an Award and the provisions applicable in the event employment or service
terminates.


(e)       Indemnification.
Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with the Plan, and the members of the Board and the Administrator (and
any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss,
damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent
permitted by law and/or under the Company’s articles or bylaws or any directors’ and officers’


 


 




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liability
insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.


(f)       Foreign
Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries
in which the Company and its Subsidiaries may operate or may have employees or other individuals eligible for Awards, the Administrator,
in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan; (ii) determine
which individuals outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award
granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise
procedures and other terms and procedures, to the extent the Administrator determines such actions to be necessary or advisable (and
such subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans and/or modifications
shall increase the share limitations contained in Section 3(a) hereof; and (v) take any action, before or after an Award is made, that
the Administrator determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions
or approvals. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall 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.


SECTION
3.STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION


(a)       Stock
Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 2,300,000 shares, subject
to adjustment as provided in this Section 3. For purposes of this limitation, the shares of Stock underlying any awards under the Plan
that are forfeited, canceled or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for
issuance under the Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares
of Stock that may be issued as Incentive Stock Options. Notwithstanding the foregoing, the following shares shall not be added to the
shares authorized for grant under the Plan: (i) shares tendered or held back upon exercise of an Option or settlement of an Award to
cover the exercise price or tax withholding, and (ii) shares subject to a Stock Appreciation Right that are not issued in connection
with the stock settlement of the Stock Appreciation Right upon exercise thereof. In the event the Company repurchases shares of Stock
on the open market, such shares shall not be added to the shares of Stock available for issuance under the Plan. Subject to such overall
limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award; provided, however, Awards
for no more than 1,000,000 shares of the Stock may be granted to any one individual during any one calendar year period, and no more
than 1,000,000 may be issued in the form of Incentive Stock Options in any one calendar period. The shares available for issuance under
the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.


(b)       Changes
in Stock. Subject to this Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased


 




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or
decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or
different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or
other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company,
the outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor entity (or a parent or
subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number of shares reserved
for issuance under the Plan, including the maximum number of shares that may be issued in the form of Incentive Stock Options, (ii) the
number and kind of shares or other securities subject to any then outstanding Awards under the Plan, (iii) the repurchase price, if any,
per share subject to each outstanding Restricted Stock Award, and (iv) the exercise price for each share subject to any then outstanding
Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied
by the number of shares subject to Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation
Rights remain exercisable. The adjustment by the Administrator shall be final, binding and conclusive. No fractional shares of Stock
shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in
lieu of fractional shares.


(c)       Mergers
and Other Transactions. In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption
or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the successor
entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise
prices, as such parties shall agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or
substitution of Awards, upon the effective time of the Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate.
In the event of such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a payment, in
cash or in kind, to the grantees holding Awards, in exchange for the cancellation thereof, in an amount equal to the difference between
(A) the Sale Price multiplied by the number of shares of Stock subject to outstanding Awards (to the extent then vested or, in the case
of Options and Stock Appreciation Rights, exercisable at prices not in excess of the Sale Price) and (B) if applicable, the aggregate
exercise price (if any) of such outstanding Awards; or (ii) each grantee shall be permitted, within a specified period of time prior
to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Options and Stock Appreciation
Rights (to the extent then exercisable) held by such grantee, but in such case the Board shall first accelerate the exercisability of
such Options and Stock Appreciation Rights prior to termination. Unless otherwise determined by the Board (on the same basis or on different
bases as the Board shall specify), any repurchase rights or other rights of the Company that relate to an Option, Stock Appreciation
Right or other Award shall continue to apply to consideration, including cash, that has been substituted, assumed, amended or paid for
a Stock Option, Stock Appreciation Right or other Award pursuant to this paragraph. The Company may hold in escrow all or any portion
of any such consideration in order to effectuate any continuing restrictions.


 


 




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SECTION
4.ELIGIBILITY


Grantees
under the Plan will be such officers, employees (part-time or full-time), Non-Employee Directors or Consultants of the Company and its
Subsidiaries as are selected from time to time by the Administrator in its sole discretion.


SECTION
5.STOCK OPTIONS


(a)       Award
of Stock Options. The Administrator may grant Stock Options under the Plan. Any Stock Option granted under the Plan shall be in such
form as the Administrator may from time to time approve.


Stock
Options granted under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted
only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f)
of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.


Stock
Options granted pursuant to this Section 5 shall be subject to the following terms and conditions and shall contain such additional terms
and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines,
Stock Options may be granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the
Administrator may establish.


(b)       Exercise
Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be determined
by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. In the
case of an Incentive Stock Option that is granted to a Ten Percent Owner, the exercise price of such Incentive Stock Option shall be
not less than 110 percent of the Fair Market Value on the grant date.


(c)       Option
Term. The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than ten years
after the date the Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term
of such Stock Option shall be no more than five years from the date of grant.


(d)       Exercisability;
Rights of a Stockholder. Stock Options shall become exercisable at such time or times, whether or not in installments, as shall be
determined by the Administrator at or after the grant date. The Administrator may at any time accelerate the exercisability of all or
any portion of any Stock Option. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a
Stock Option and not as to unexercised Stock Options.


(e)       Method
of Exercise. Stock Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the Company
or the Company’s stock plan administrator, specifying the number of shares to be purchased. Payment of the purchase price may be
made by one or more of the following methods except to the extent otherwise provided in the Award Certificate:




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(i)       In
cash, by certified or bank check or other instrument acceptable to the Administrator;


(ii)       Through
the delivery (or attestation to the ownership following such procedures as the Company may prescribe) of shares of Stock that are not
then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date;


(iii)       By
the optionee delivering to the Company or the Company’s stock plan administrator a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the
purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker
shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as
a condition of such payment procedure; or


(iv)       With
respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which the Company
will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that
does not exceed the aggregate exercise price.


Payment
instruments will be received subject to collection. The transfer to the optionee on the records of the Company or of the transfer agent
of the shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or
a purchaser acting in his or her stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price
for such shares and the fulfillment of any other requirements contained in the Award Certificate or applicable provisions of laws (including
the satisfaction of any withholding taxes that the Company is obligated to withhold with respect to the optionee). In the event an optionee
chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred
to the optionee upon the exercise of the Stock Option shall be net of the number of attested shares. In the event that the Company establishes,
for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using an internet
website or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use of such an automated
system.


(f)       Annual
Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422 of
the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which Incentive
Stock Options granted under this Plan and any other plan of the Company (or its parent, if applicable) and Subsidiaries become exercisable
for the first time by an optionee during any calendar year shall not exceed $100,000. To the extent that any Stock Option exceeds this
limit, the portion that exceeds the limit shall constitute a Non-Qualified Stock Option.


 


 




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SECTION
6.RESTRICTED STOCK UNITS


(a)       Award
of Restricted Stock Units. The Administrator may grant Restricted Stock Units under the Plan. A Restricted Stock Unit is an Award
of stock units that may be settled in shares of Stock (or cash, to the extent explicitly provided for in the Award Certificate) upon
the satisfaction of such restrictions and conditions as the Administrator may determine at the time of grant. Conditions may be based
on continuing employment (or other Service Relationship) and/or achievement of pre-established performance goals and objectives. The
terms and conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual
Awards and grantees. Except in the case of Restricted Stock Units with a deferred settlement date that complies with Section 409A, at
the end of the vesting period, the Restricted Stock Units, to the extent vested, shall be settled in the form of shares of Stock. Restricted
Stock Units with deferred settlement dates are subject to Section 409A and shall contain such additional terms and conditions as the
Administrator shall determine in its sole discretion in order to comply with the requirements of Section 409A.


(b)       Election
to Receive Restricted Stock Units in Lieu of Compensation. The Administrator may, in its sole discretion, permit a grantee to elect
to receive a portion of future cash compensation otherwise due to such grantee in the form of an award of Restricted Stock Units. Any
such election shall be made in writing and shall be delivered to the Company no later than the date specified by the Administrator and
in accordance with Section 409A and such other rules and procedures established by the Administrator. Any such future cash compensation
that the grantee elects to defer shall be converted to a fixed number of Restricted Stock Units based on the Fair Market Value of Stock
on the date the compensation would otherwise have been paid to the grantee if such payment had not been deferred as provided herein.
The Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to impose
such limitations and other terms and conditions thereon as the Administrator deems appropriate. Any Restricted Stock Units that are elected
to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award Certificate.


(c)       Rights
as a Stockholder. A grantee shall have the rights as a stockholder only as to shares of Stock acquired by the grantee upon settlement
of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the stock
units underlying his or her Restricted Stock Units, subject to the provisions of Section 11 and such terms and conditions as the Administrator
may determine.


(d)       Termination.
Except as may otherwise be provided in any applicable employment agreement or other service agreement between the Company or an Affiliate
and the grantee or by the Administrator either in the Award Certificate or, subject to Section 16 below, in writing after the Award is
issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee’s
termination of employment (or cessation of Service Relationship) with the Company and its Subsidiaries for any reason.


 


 


 




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SECTION
7.RESTRICTED STOCK AWARDS


(a)       Award
of Restricted Stock Awards. The Administrator may grant Restricted Stock Awards under the Plan. A Restricted Stock Award is any Award
of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant. Conditions
may be based on continuing employment (or other Service Relationship) and/or achievement of pre-established performance goals and objectives.


(b)       Rights
as a Stockholder. Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee shall have
the rights of a stockholder with respect to the voting of the Restricted Shares and receipt of dividends; provided that any dividends
paid by the Company during the vesting period shall accrue and shall not be paid to the grantee until and only to the extent the Restricted
Stock Award vests. Unless the Administrator shall otherwise determine, (i) uncertificated Restricted Shares shall be accompanied by a
notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture until such Restricted
Shares are vested as provided in Section 7(d) below, and (ii) certificated Restricted Shares shall remain in the possession of the Company
or the Company’s transfer agent until such Restricted Shares are vested as provided in Section 7(d) below, and the grantee shall
be required, as a condition of the grant, to deliver to the Company such instruments of transfer as the Administrator may prescribe.


(c)       Restrictions.
Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided
herein or in the Restricted Stock Award Certificate. Except as may otherwise be provided in any applicable employment agreement or other
service agreement between the Company or an Affiliate and the grantee or by the Administrator either in the Award Certificate or, subject
to Section 16 below, in writing after the Award is issued, if a grantee’s employment (or other Service Relationship) with the Company
and its Subsidiaries terminates for any reason, any Restricted Shares that have not vested at the time of termination shall automatically
and without any requirement of notice to such grantee from or other action by or on behalf of, the Company be deemed to have been reacquired
by the Company at its original purchase price (if any) from such grantee or such grantee’s legal representative simultaneously
with such termination of employment (or other Service Relationship), and thereafter shall cease to represent any ownership of the Company
by the grantee or rights of the grantee as a stockholder. Following such deemed reacquisition of Restricted Shares that are represented
by physical certificates, a grantee shall surrender such certificates to the Company upon request without consideration.


(d)       Vesting
of Restricted Shares. The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the non-transferability of the Restricted Shares and the Company’s
right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance
goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Shares and shall
be deemed “vested.”


 


 




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SECTION
8.STOCK APPRECIATION RIGHTS


(a)       Award
of Stock Appreciation Rights. The Administrator may grant Stock Appreciation Rights under the Plan. A Stock Appreciation Right is
an Award entitling the recipient to receive shares of Stock (or cash, to the extent explicitly provided for in the applicable Award Certificate)
having a value equal to the excess of the Fair Market Value of a share of Stock on the date of exercise over the exercise price of the
Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been
exercised.


(b)       Exercise
Price of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right shall not be less than 100 percent of the Fair
Market Value of the Stock on the date of grant.


(c)       Grant
and Exercise of Stock Appreciation Rights. Stock Appreciation Rights may be granted by the Administrator independently of any Stock
Option granted pursuant to Section 5 of the Plan.


(d)       Terms
and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions as shall be
determined on the date of grant by the Administrator. The term of a Stock Appreciation Right may not exceed ten years. The terms and
conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual Awards
and grantees.


SECTION
9.UNRESTRICTED STOCK AWARDS


Grant
or Sale of Unrestricted Stock. The Administrator may grant (or sell at par value or such higher purchase price determined by the Administrator)
an Unrestricted Stock Award under the Plan. An Unrestricted Stock Award is an Award pursuant to which the grantee may receive shares
of Stock free of any restrictions under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid
consideration, or in lieu of cash compensation due to such grantee.


SECTION
10.CASH-BASED AWARDS


(a)       Grant
of Cash-Based Awards. The Administrator may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles
the grantee to a payment in cash upon the attainment of specified performance goals. The Administrator shall determine the maximum duration
of the Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall
become vested or payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated
payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award shall
be made in accordance with the terms of the Award and may be made in cash.


 




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SECTION
11.DIVIDEND EQUIVALENT RIGHTS


(a)       Award
of Dividend Equivalent Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right
is an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified
in the Dividend Equivalent Right (or other Award to which it relates) if such shares had been issued to the grantee. A Dividend Equivalent
Right may be granted hereunder to any grantee as a component of an award of Restricted Stock Units or as a freestanding award. In no
event shall dividends or Dividend Equivalent Rights be paid with respect to Options or Stock Appreciation Rights. The terms and conditions
of Dividend Equivalent Rights shall be specified in the Award Certificate. Dividend equivalents credited to the holder of a Dividend
Equivalent Right may be paid currently. Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other
price as may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled
in cash or shares of Stock or a combination thereof, in a single installment or multiple installments. A Dividend Equivalent Right granted
as a component of an Award of Restricted Stock Units shall provide that such Dividend Equivalent Right shall be settled only upon settlement
or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or
annulled under the same conditions as such other Award.


(b)       Termination.
Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 16 below, in writing
after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights shall automatically terminate upon the grantee’s
termination of employment (or cessation of Service Relationship) with the Company and its Subsidiaries for any reason.


SECTION
12.TRANSFERABILITY OF AWARDS


(a)       Transferability.
Except as provided in Section 12(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only by the grantee,
or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards shall be sold, assigned,
transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of descent and distribution or pursuant
to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind, and any
purported transfer in violation hereof shall be null and void.


(b)       Administrator
Action. Notwithstanding Section 12(a), the Administrator, in its discretion, may provide either in the Award Certificate regarding
a given Award or by subsequent written approval that a grantee who is an employee or director may transfer his or her Awards other than
Incentive Stock Options to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships
in which such family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all
of the terms and conditions of this Plan and the applicable Award. In no event may an Award be transferred by a grantee for value.


 


 




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(c)       Family
Member. For purposes of Section 12(b), “family member” shall mean a grantee’s child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than a tenant of the grantee),
a trust in which these persons (or the grantee) have more than 50 percent of the beneficial interest, a foundation in which these persons
(or the grantee) control the management of assets, and any other entity in which these persons (or the grantee) own more than 50 percent
of the voting interests.


(d)       Designation
of Beneficiary. To the extent permitted by the Company, each grantee to whom an Award has been made under the Plan may designate
a beneficiary or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s death.
Any such designation shall be on a form provided for that purpose by the Administrator and shall not be effective until received by the
Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee,
the beneficiary shall be the grantee’s estate.


SECTION
13.TAX WITHHOLDING


(a)       Payment
by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld
by the Company with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver evidence of
book entry (or stock certificates) to any grantee is subject to and conditioned on tax withholding obligations being satisfied by the
grantee.


(b)       Payment
in Stock. The Administrator may require the Company’s tax withholding obligation to be satisfied, in whole or in part, by the
Company withholding from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as
of the date the withholding is effected) that would satisfy the withholding amount due; provided, however, that the amount withheld does
not exceed the maximum statutory tax rate or such lesser amount as is necessary to avoid liability accounting treatment. For purposes
of share withholding, the Fair Market Value of withheld shares shall be determined in the same manner as the value of Stock includible
in income of the grantees. The Administrator may also require the Company’s tax withholding obligation to be satisfied, in whole
or in part, by an arrangement whereby a certain number of shares of Stock issued pursuant to any Award are immediately sold and proceeds
from such sale are remitted to the Company in an amount that would satisfy the withholding amount due.


SECTION
14.SECTION 409A AWARDS


Awards
are intended to be exempt from Section 409A to the greatest extent possible and to otherwise comply with Section 409A. The Plan and all
Awards shall be interpreted in


 




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accordance
with such intent. To the extent that any Award, including without limitation, the deferral, extension, acceleration or modification of
an Award, or the election to receive compensation in the form of RSUs, is determined to constitute “nonqualified deferred compensation”
within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such additional rules and requirements
as specified by the Administrator from time to time in order to comply with Section 409A. In this regard, if any amount under a 409A
Award is payable upon a “separation from service” (within the meaning of Section 409A) to a grantee who is then considered
a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is
the earlier of (i) six months and one day after the grantee’s separation from service, or (ii) the grantee’s death, but only
to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed
pursuant to Section 409A. Further, the settlement of any 409A Award may not be accelerated except to the extent permitted by Section
409A.


SECTION
15.TERMINATION OF SERVICE RELATIONSHIP, TRANSFER, LEAVE OF ABSENCE, ETC.


(a)       Termination
of Service Relationship. If the grantee’s Service Relationship is with an Affiliate and such Affiliate ceases to be an Affiliate,
the grantee shall be deemed to have terminated his or her Service Relationship for purposes of the Plan.


(b)       For
purposes of the Plan, the following events shall not be deemed a termination of a Service Relationship:


(i)       a
transfer of employment from an Affiliate to the Company or from the Company to an Affiliate, or from one Affiliate to another Affiliate;
or


(ii)      an
approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s
right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was
granted or if the Administrator otherwise so provides in writing.


SECTION
16.AMENDMENTS AND TERMINATION


The
Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award
for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall materially and adversely
affect rights under any outstanding Award without the holder’s consent. Except as provided in Section 3(b) or 3(c), without
prior stockholder approval, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding
Stock Options or Stock Appreciation Rights or effect repricing through cancellation and re-grants or cancellation of Stock Options
or Stock Appreciation Rights in exchange for cash or other Awards. To the extent required under the rules of any securities exchange
or market system on which the Stock is listed, and to the extent determined by the Administrator to be required by the Code to
ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code, Plan amendments shall be subject
to approval by Company stockholders. Nothing in this Section 16 shall limit the Administrator’s authority to take any action
permitted pursuant to Section 3(b) or 3(c).


 




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SECTION
17.STATUS OF PLAN


With
respect to the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by
a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise
expressly determine in connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts
or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided
that the existence of such trusts or other arrangements is consistent with the foregoing sentence.


SECTION
18.GENERAL PROVISIONS


(a)       No
Distribution. The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree with the Company
in writing that such person is acquiring the shares without a view to distribution thereof.


(b)       Issuance
of Stock. To the extent certificated, stock certificates to grantees under this Plan shall be deemed delivered for all purposes when
the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the
grantee, at the grantee’s last known address on file with the Company. Uncertificated Stock shall be deemed delivered for all purposes
when the Company or a Stock transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt)
or by United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company, notice of issuance
and recorded the issuance in its records (which may include electronic “book entry” records). Notwithstanding anything herein
to the contrary, the Company shall not be required to issue or deliver any evidence of book entry or certificates evidencing shares of
Stock pursuant to the exercise or settlement of any Award, unless and until the Administrator has determined, with advice of counsel
(to the extent the Administrator deems such advice necessary or advisable), that the issuance and delivery is in compliance with all
applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of
Stock are listed, quoted or traded. Any Stock issued pursuant to the Plan shall be subject to any stop-transfer orders and other restrictions
as the Administrator deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities or other laws, rules
and quotation system on which the Stock is listed, quoted or traded. The Administrator may place legends on any Stock certificate or
notations on any book entry to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein,
the Administrator may require that an individual make such reasonable covenants, agreements, and representations as the Administrator,
in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements. The Administrator
shall have the right to require any individual to comply with any timing or other restrictions with respect to the settlement or exercise
of any Award, including a window-period limitation, as may be imposed in the discretion of the Administrator.


 


 


 




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(c)       Stockholder
Rights. Until Stock is deemed delivered in accordance with Section 18(b), no right to vote or receive dividends or any other rights
of a stockholder will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding the exercise of
a Stock Option or any other action by the grantee with respect to an Award.


(d)       Other
Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific
cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued employment with the Company
or any Subsidiary.


(e)       Trading
Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policies
and procedures, as in effect from time to time.


(f)       Clawback
Policy. To the extent the Company has adopted a clawback policy, Awards under the Plan shall be subject to such clawback policy,
as in effect from time to time.


(g)       Awards
Under Prior Plan. Notwithstanding anything herein to the contrary, equity awards granted under the Company’s 2013 Stock Incentive
Plan (the “2013 Plan”) shall continue to be governed by the terms and provisions of the 2013 Plan under which such awards
were granted.


SECTION
19.EFFECTIVE DATE OF PLAN


This
Plan shall become effective upon stockholder approval in accordance with applicable state law, the Company’s bylaws and articles
of incorporation, and applicable stock exchange rules. No grants of Stock Options and other Awards may be made hereunder after the tenth
anniversary of the Effective Date and no grants of Incentive Stock Options may be made hereunder after the tenth anniversary of the date
the Plan is approved by the Board.


SECTION
20.GOVERNING LAW


This
Plan and all Awards and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware,
applied without regard to conflict of law principles.


DATE
APPROVED BY BOARD OF DIRECTORS:July 25, 2022


DATE
APPROVED BY STOCKHOLDERS:September 20, 2022


 


 


 


 


 


 


 


 


 


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