2013
EQUITY INCENTIVE PLAN


 


		Section 1.01	Purpose of the Plan.



 


The purpose of this Plan is to encourage
ownership in the Company by key personnel whose long-term service the Company considers essential to its continued progress and,
thereby, encourage recipients to act in the stockholders’ interest and share in the Company’s success.


 


		Section 1.02	Definitions.



 


As used herein, the following definitions
shall apply:


 


“Act” shall mean
the Securities Act of 1933, as amended.


 


“Administrator”
shall mean the Board, any Committees, or such delegates as shall be administering the Plan in accordance with Section 4 of the
Plan.


 


“Affiliate” shall
mean any entity that is directly or indirectly in control of or controlled by the Company, or any entity in which the Company
has a significant ownership interest as determined by the Administrator.


 


“Applicable Laws”
shall mean the requirements relating to the administration of stock plans under federal and state laws; any stock exchange
or quotation system on which the Company has listed or submitted for quotation the Common Stock to the extent provided under the
terms of the Company’s agreement with such exchange or quotation system; and, with respect to Awards subject to the laws
of any foreign jurisdiction where Awards are, or will be, granted under the Plan, to the laws of such jurisdiction.


 


“Award” shall
mean, individually or collectively, a grant under the Plan of an Option, Stock Award, SAR, or Cash Award.


 


“Awardee” shall
mean a Service Provider who has been granted an Award under the Plan.


 


“Award Agreement”
shall mean an Option Agreement, Stock Award Agreement, SAR Agreement, or Cash Award Agreement, which may be in written or
electronic format, in such form and with such terms as may be specified by the Administrator, evidencing the terms and conditions
of an individual Award. Each Award Agreement is subject to the terms and conditions of the Plan.


 


“Board” shall
mean the Board of Directors of the Company.


 


“California Qualification
Period” shall mean any period during which the issuance and sale of securities under this Plan require qualification
under the California Corporate Securities Law of 1968.


 






    	 



    	 



    

 


“Cash Award”
shall mean a bonus opportunity awarded under Section 13 pursuant to which a Participant may become entitled to receive an amount
based on the satisfaction of such performance criteria as are specified in the agreement or other documents evidencing the Award
(the “Cash Award Agreement”).


 


“Change in Control”
shall mean any of the following, unless the Administrator provides otherwise:


 


		(i)	any
merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity
whose stockholders did not own all or substantially all of the Common Stock in substantially the same proportions as immediately
before such transaction);



 


		(ii)	sale
of all or substantially all of the Company’s assets to any other person or entity (other than a wholly-owned subsidiary
of the Company);



 


		(iii)	the
acquisition of beneficial ownership of a controlling interest (including power to vote) in the outstanding shares of Common Stock
by any person or entity (including a “group” as defined by or under Section 13(d)(3) of the Exchange Act);



 


		(iv)	the
dissolution or liquidation of the Company;



 


		(v)	a contested
election of Directors, as a result of which or in connection with which the persons who were Directors before such election or
their nominees cease to constitute a majority of the Board; or



 


		(vi)	any
other event specified, at the time an Award is granted or thereafter, by the Board or a Committee.



 


Notwithstanding the foregoing, the
term “Change in Control” shall not include any underwritten public offering of Shares registered under the
Act.


 


“Code” shall
mean the Internal Revenue Code of 1986, as amended.


 


“Committee” shall
mean a committee of Directors appointed by the Board in accordance with Section 4 of the Plan.


 


“Common Stock” shall
mean the common stock of the Company.


 


“Company” shall
mean Powerstorm Capital Corp., a Delaware corporation, or its successor.


 


“Consultant” shall
mean any natural person, other than an Employee or Director, who performs bona fide services for the Company or an Affiliate as
a consultant or advisor.


 


“Conversion Award”
has the meaning set forth in Section 4(b)(xii) of the Plan.


 


“Director” shall
mean a member of the Board.


 






    	 



    	 



    

 


“Disability” shall
mean permanent and total disability as defined in Section 22(e)(3) of the Code.


 


“Employee” shall
mean an employee of the Company or any Affiliate, and may include an Officer or Director. Within the limitations of Applicable
Law, the Administrator shall have the discretion to determine the effect upon an Award and upon an individual’s status as
an Employee in the case of (i) any individual who is classified by the Company or its Affiliate as leased from or otherwise employed
by a third party or as intermittent or temporary, even if any such classification is changed retroactively as a result of an audit,
litigation or otherwise; (ii) any leave of absence approved by the Company or an Affiliate; (iii) any transfer between locations
of employment with the Company or an Affiliate or between the Company and any Affiliate or between any Affiliates; (iv) any change
in the Awardee’s status from an employee to a Consultant or Director; and (v) an employee who, at the request of the Company
or an Affiliate, becomes employed by any partnership, joint venture, or corporation not meeting the requirements of an Affiliate
in which the Company or an Affiliate is a party.


 


“Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.


 


“Fair Market Value”
shall mean, unless the Administrator determines otherwise, as of any date, the closing price for such Common Stock as of such
date (or if no sales were reported on such date, the closing price on the last preceding day for which a sale was reported), as
reported in such source as the Administrator shall determine.


 


“Grant Date” shall
mean the date upon which an Award is granted to an Awardee pursuant to this Plan.


 


“Incentive Stock Option”
shall mean an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.


 


“Nonstatutory Stock Option”
shall mean an Option not intended to qualify as an Incentive Stock Option.


 


“Officer” shall
mean a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.


 


“Option” shall
mean a right granted under Section 8 of the Plan to purchase a certain number of Shares at such exercise price, at such times,
and on such other terms and conditions as are specified in the agreement or other documents evidencing the Award (the “Option
Agreement”). Both Options intended to qualify as Incentive Stock Options and Nonstatutory Stock Options may be granted
under the Plan.


 


“Participant” shall
mean the Awardee or any person (including any estate) to whom an Award has been assigned or transferred as permitted hereunder.


 


“Plan” shall
mean this Powerstorm Capital Corp. 2011 Equity Incentive Plan.


 






    	 



    	 



    

 


“Qualifying Performance
Criteria” shall have the meaning set forth in Section 14(b) of the Plan.


 


“Related Corporation”
shall mean any parent or subsidiary (as those terms are defined in Section 424(e) and (f) of the Code) of the Company.


 


“Service Provider”
shall mean an Employee, Officer, Director, or Consultant.


 


“Share” shall
mean a share of the Common Stock, as adjusted in accordance with Section 15 of the Plan.


 


“Stock Award” shall
mean an award or issuance of Shares or Stock Units made under Section 11 of the Plan, the grant, issuance, retention, vesting,
and transferability of which is subject during specified periods to such conditions (including continued service or performance
conditions) and terms as are expressed in the agreement or other documents evidencing the Award (the “Stock Award Agreement”).


 


“Stock Appreciation Right”
or “SAR” shall mean an Award, granted alone or in connection with an Option, that pursuant to Section 12
of the Plan is designated as a SAR. The terms of the SAR are expressed in the agreement or other documents evidencing the Award
(the “SAR Agreement”).


 


“Stock Unit” shall
mean a bookkeeping entry representing an amount equivalent to the fair market value of one Share, payable in cash, property or
Shares. Stock Units represent an unfunded and unsecured obligation of the Company, except as otherwise provided for by the Administrator.


 


“Ten-Percent Stockholder”
shall mean the owner of stock (as determined under Section 424(d) of the Code) possessing more than 10% of the total combined
voting power of all classes of stock of the Company (or any Related Corporation).


 


“Termination Date”
shall mean the date of a Participant’s Termination of Service, as determined by the Administrator in its sole discretion.


 


“Termination of Service”
shall mean ceasing to be a Service Provider. However, for Incentive Stock Option purposes, Termination of Service will occur
when the Awardee ceases to be an employee (as determined in accordance with Section 3401© of the Code and the regulations
promulgated thereunder) of the Company or one of its Related Corporations. The Administrator shall determine whether any corporate
transaction, such as a sale or spin-off of a division or business unit, or a joint venture, shall be deemed to result in a Termination
of Service.


 


		Section 1.03	Stock Subject to the Plan.



 


		(i)	Aggregate Limit.



 


The maximum aggregate number of
Shares that may be issued under the Plan through Awards is 7,500,000 Shares. The limitations of this Section 3(a) shall be subject
to the adjustments provided for in Section 15 of the Plan.


 






    	 



    	 



    

 


		(ii)	Reduction and Replenishment.



 


Upon payment for Shares pursuant
to the exercise of an Award, the number of Shares available for issuance under the Plan shall be reduced only by the number of
Shares actually issued in such payment. If any outstanding Award expires or is terminated or canceled without having been exercised
or settled in full, or if Shares acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased
by the Company, the Shares allocable to the terminated portion of such Award or such forfeited or repurchased Shares shall again
be available to grant under the Plan. Notwithstanding the foregoing, the aggregate number of shares of Common Stock that may be
issued under the Plan upon the exercise of Incentive Stock Options shall not be increased for restricted Shares that are forfeited
or repurchased. Notwithstanding anything in the Plan, or any Award Agreement to the contrary, Shares attributable to Awards transferred
under any Award transfer program shall not be again available for grant under the Plan. The Shares subject to the Plan may be
either Shares reacquired by the Company, including Shares purchased in the open market, or authorized but unissued Shares.


 


		Section 1.04	Administration of the Plan.



 


		(a)	Procedure.



 


		i.	Multiple Administrative Bodies.
The Plan shall be administered by the Board or one or more Committees, including such delegates as may be appointed under paragraph
(a)(iv) of this Section 4.



 


		ii.	Section 162(m). To the extent that
                                         the Administrator determines it to be desirable to qualify Awards granted hereunder as
                                         “performance-based compensation” within the meaning of Section 162(m) of
                                         the Code, Awards to “covered employees” within the meaning of Section 162(m)
                                         of the Code or Employees that the Committee determines may be “covered employees”
                                         in the future shall be made by a Committee of two or more “outside directors”
                                         within the meaning of Section 162(m) of the Code.



 


		iii.	Rule 16b-3. To the extent desirable
                                         to qualify transactions hereunder as exempt under Rule 16b-3 promulgated under the Exchange
                                         Act (“Rule 16b-3”), Awards to Officers and Directors shall be made in such
                                         a manner to satisfy the requirement for exemption under Rule 16b-3.



 


		iv.	Other Administration. The Board or
                                         a Committee may delegate to an authorized Officer or Officers of the Company the power
                                         to approve Awards to persons eligible to receive Awards under the Plan who are not (A)
                                         subject to Section 16 of the Exchange Act; or (B) at the time of such approval, “covered
                                         employees” under Section 162(m) of the Code.



 






    	 



    	 



    

 


		v.	Delegation of Authority for the Day-to-Day
                                         Administration of the Plan. Except to the extent prohibited by Applicable Law, the Administrator
                                         may delegate to one or more individuals the day-to-day administration of the Plan and
                                         any of the functions assigned to it in this Plan. Such delegation may be revoked at any
                                         time.



 


		(b)	Powers of the Administrator.



 


Subject to the provisions of the
Plan and, in the case of a Committee or delegates acting as the Administrator, subject to the specific duties delegated to such
Committee or delegates, the Administrator shall have the authority, in its sole discretion:


 


		i.	to select the Service Providers of the
                                         Company or its Affiliates to whom Awards are to be granted hereunder;



 


		ii.	to determine the number of shares of
                                         Common Stock to be covered by each Award granted hereunder;



 


		iii.	to determine the type of Award to
                                         be granted to the selected Service Provider;



 


		iv.	to approve the forms of Award Agreements
                                         for use under the Plan;



 


		v.	to determine the terms and conditions,
                                         consistent with the terms of the Plan, of any Award granted hereunder. Such terms and
                                         conditions include the exercise or purchase price, the time or times when an Award may
                                         be exercised (which may or may not be based on performance criteria), the vesting schedule,
                                         any vesting or exercisability acceleration or waiver of forfeiture restrictions, the
                                         acceptable forms of consideration, the term, and any restriction or limitation regarding
                                         any Award or the Shares relating thereto, based in each case on such factors as the Administrator,
                                         in its sole discretion, shall determine and may be established at the time an Award is
                                         granted or thereafter;



 


		vi.	to correct administrative errors;



 


		vii.	to construe and interpret the terms
                                         of the Plan (including sub-plans and Plan addenda) and Awards granted pursuant to the
                                         Plan;



 


		viii.	to adopt rules and procedures relating
                                         to the operation and administration of the Plan to accommodate the specific requirements
                                         of local laws and procedures. Without limiting the generality of the foregoing, the Administrator
                                         is specifically authorized (A) to adopt the rules and procedures regarding the conversion
                                         of local currency, withholding procedures, and handling of stock certificates that vary
                                         with local requirements; and (B) to adopt sub-plans and Plan addenda as the Administrator
                                         deems desirable, to accommodate foreign laws, regulations and practice;



 






    	 



    	 



    

 


		ix.	to prescribe, amend and rescind rules
                                         and regulations relating to the Plan, including rules and regulations relating to sub-plans
                                         and Plan addenda;



 


		x.	to
                                         modify or amend each Award, including the acceleration of vesting, exercisability, or
                                         both; provided, however, that any modification or amendment of an Award is subject to
                                         Section 16 of the Plan and may not materially impair any outstanding Award unless agreed
                                         to by the Participant;



 


		xi.	to allow Participants to satisfy withholding
                                         tax amounts by electing to have the Company withhold from the Shares to be issued pursuant
                                         to an Award that number of Shares having a Fair Market Value equal to the amount required
                                         to be withheld. The Fair Market Value of the Shares to be withheld shall be determined
                                         in such manner and on such date that the Administrator shall determine or, in the absence
                                         of provision otherwise, on the date that the amount of tax to be withheld is to be determined.
                                         All elections by a Participant to have Shares withheld for this purpose shall be made
                                         in such form and under such conditions as the Administrator may provide;



 


		xii.	to authorize conversion or substitution
                                         under the Plan of any or all stock options, stock appreciation rights, or other stock
                                         awards held by service providers of an entity acquired by the Company (the “Conversion
                                         Awards”). Any conversion or substitution shall be effective as of the close
                                         of the merger or acquisition. The Conversion Awards may be Nonstatutory Stock Options
                                         or Incentive Stock Options, as determined by the Administrator, with respect to options
                                         granted by the acquired entity. Unless otherwise determined by the Administrator at the
                                         time of conversion or substitution, all Conversion Awards shall have the same terms and
                                         conditions as Awards generally granted by the Company under the Plan;



 






    	 



    	 



    

 


		xiii.	to authorize any person to execute
                                         on behalf of the Company any instrument required to effect the grant of an Award previously
                                         granted by the Administrator;



 


		xiv.	to determine whether Awards will be
                                         settled in Shares, cash, or in any combination thereof;



 


		xv.	to determine whether to provide for
                                         the right to receive dividends or dividend equivalents;



 


		xvi.	to establish a program whereby Service
                                         Providers designated by the Administrator can reduce compensation otherwise payable in
                                         cash in exchange for Awards under the Plan;



 


		xvii.	to impose such restrictions, conditions,
                                         or limitations as it determines appropriate as to the timing and manner of any resales
                                         by a Participant or other subsequent transfers by the Participant of any Shares issued
                                         as a result of or under an Award, including (A) restrictions under an insider trading
                                         policy, and (B) restrictions as to the use of a specified brokerage firm for such resales
                                         or other transfers;



 


		xviii.	to provide, either at the time an
                                         Award is granted or by subsequent action, that an Award shall contain as a term thereof,
                                         a right, either in tandem with the other rights under the Award or as an alternative
                                         thereto, of the Participant to receive, without payment to the Company, a number of Shares,
                                         cash, or a combination of both, the amount of which is determined by reference to the
                                         value of the Award; and



 


		xix.	to make all other determinations deemed
                                         necessary or advisable for administering the Plan and any Award granted hereunder.



 


		(c)	Effect of Administrator’s
                                         Decision.



 


All decisions, determinations and
interpretations by the Administrator regarding the Plan, any rules and regulations under the Plan and the terms and conditions
of any Award granted hereunder, shall be final and binding on all Participants. The Administrator shall consider such factors
as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations, including
the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants
as it may select.


 


		Section 1.05	Eligibility.



 


Awards may be granted to Service
Providers of the Company or any of its Affiliates.


 






    	 



    	 



    

 


		Section 1.06	Effective Date and Term
of the Plan.



 


The Plan shall become effective
upon its adoption by the Board. Options, SARs, and Cash Awards may be granted immediately thereafter; provided, that no Option
or SAR may be exercised and no Stock Award may be granted under the Plan until it is approved by the stockholders of the Company,
in the manner and to the extent required by Applicable Law, within 12 months after the date of adoption by the Board. The Plan
shall continue in effect for a term of ten years from the date of the Plan’s adoption by the Board unless terminated earlier
under Section 16 herein.


 


		Section 1.07	Term of Award.



 


The term of each Award shall be
determined by the Administrator and stated in the Award Agreement. In the case of an Option, the term shall be ten years from
the Grant Date or such shorter term as may be provided in the Award Agreement.


 


		Section 1.08	Options.



 


The
Administrator may grant an Option or provide for the grant of an Option, from time to time in the discretion of the Administrator
or automatically upon the occurrence of specified events, including the achievement of performance goals, and for the satisfaction
of an event or condition within the control of the Awardee or within the control of others.


 


		(a)	Option Agreement.



 


Each Option Agreement shall
contain provisions regarding (i) the number of Shares that may be issued upon exercise of the Option; (ii) the type of Option;
(iii) the exercise price of the Shares and the means of payment for the Shares; (iv) the term of the Option; (v) such terms and
conditions on the vesting or exercisability of an Option, or both, as may be determined from time to time by the Administrator;
(vi) restrictions on the transfer of the Option and forfeiture provisions; and (vii) such further terms and conditions, in each
case not inconsistent with this Plan, as may be determined from time to time by the Administrator.


 


		(b)	Exercise Price.



 


The per share exercise price
for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator, subject to the following:


 






    	 



    	 



    

 


		(i)	In
                                         the case of an Incentive Stock Option, the per Share exercise price shall be no less
                                         than 100% of the Fair Market Value per Share on the Grant Date. Notwithstanding the foregoing,
                                         if any Incentive Stock Option is granted to a Ten-Percent Stockholder, then the exercise
                                         price shall not be less than 110% of the Fair Market Value of a share of Common Stock
                                         on the Grant Date.



 


		(ii)	In
                                         the case of a Nonstatutory Stock Option, the per Share exercise price shall be no less
                                         than 100% of the Fair Market Value per Share on the Grant Date. The per Share exercise
                                         price may also vary according to a predetermined formula; provided, that the exercise
                                         price never falls below 100% of the Fair Market Value per Share on the Grant Date.



 


		(iii)	Notwithstanding
                                         the foregoing, during any California Qualification Period, the per Share exercise price
                                         of an Option shall be determined by the Administrator but shall not be less than 100%
                                         (or 110% in the case of a person who is a Ten-Percent Stockholder on the date of grant
                                         of such Option) of the Fair Market Value of a share of Common Stock on the Grant Date.



 


		(iv)	Notwithstanding
                                         the foregoing, at the Administrator’s discretion, Conversion Awards may be granted
                                         in substitution or conversion of options of an acquired entity, with a per Share exercise
                                         price of less than 100% of the Fair Market Value per Share on the date of such substitution
                                         or conversion.



 


		(v)	Vesting
                                         Period and Exercise Dates. Options granted under this Plan shall vest, be exercisable,
                                         or both, at such times and in such installments during the Option’s term as determined
                                         by the Administrator. The Administrator shall have the right to make the timing of the
                                         ability to exercise any Option granted under this Plan subject to continued service,
                                         the passage of time, or such performance requirements as deemed appropriate by the Administrator.
                                         At any time after the grant of an Option, the Administrator may reduce or eliminate any
                                         restrictions surrounding any Participant’s right to exercise all or part of the
                                         Option. Notwithstanding the foregoing, during any California Qualification Period, an
                                         Option awarded to anyone other than an Officer, Director, or Consultant of the Company
                                         shall vest at a rate of at least 20% per year.



 






    	 



    	 



    

 


		(vi)	Form
                                         of Consideration. The Administrator shall determine the acceptable form of consideration
                                         for exercising an Option, including the method of payment, either through the terms of
                                         the Option Agreement or at the time of exercise of an Option. The consideration, determined
                                         by the Administrator (or pursuant to authority expressly delegated by the Board, a Committee,
                                         or other person), and in the form and amount required by applicable law, shall be actually
                                         received before issuing any Shares pursuant to the Plan; which consideration shall have
                                         a value, as determined by the Board, not less than the par value of such Shares. Acceptable
                                         forms of consideration may include:



 


		(vii)	cash;



 


		(viii)	check
                                         or wire transfer;



 


		(ix)	subject
                                         to any conditions or limitations established by the Administrator, other Shares that
                                         have a Fair Market Value on the date of surrender or attestation that does not exceed
                                         the aggregate exercise price of the Shares as to which said Option shall be exercised;



 


		(x)	consideration
                                         received by the Company under a broker-assisted sale and remittance program acceptable
                                         to the Administrator to the extent that this procedure would not violate Section 402
                                         of the Sarbanes-Oxley Act of 2002, as amended;



 


		(xi)	cashless
                                         exercise, subject to any conditions or limitations established by the Administrator;



 


		(xii)	such
                                         other consideration and method of payment for the issuance of Shares to the extent permitted
                                         by Applicable Laws; or



 


		(xiii)	any
                                         combination of the foregoing methods of payment.



 


		Section 1.09	Stock Option Limitations.



 


		(i)  (a)	Eligibility.



 


Only
employees (as determined in accordance with Section 3401© of the Code and the regulations promulgated thereunder) of the
Company or any of its Related Corporations may be granted Incentive Stock Options.


 






    	 



    	 



    

 


		(ii)  (b)	$100,000 Limitation.



 


Notwithstanding
the designation “Incentive Stock Option” in an Option Agreement, if the aggregate Fair Market Value of the
Shares with respect to which Incentive Stock Options are exercisable for the first time by the Awardee during any calendar year
(under all plans of the Company and any of its Related Corporations) exceeds $100,000, then the portion of such Options that exceeds
$100,000 shall be treated as Nonstatutory Stock Options. An Incentive Stock Option is considered to be first exercisable during
a calendar year if the Incentive Stock Option will become exercisable at any time during the year, assuming that any condition
on the Awardee’s ability to exercise the Incentive Stock Option related to the performance of services is satisfied. If
the Awardee’s ability to exercise the Incentive Stock Option in the year is subject to an acceleration provision, then the
Incentive Stock Option is considered first exercisable in the calendar year in which the acceleration provision is triggered.
For purposes of this Section 9(b), Incentive Stock Options shall be taken into account in the order in which they were granted.
However, because an acceleration provision is not taken into account before its triggering, an Incentive Stock Option that becomes
exercisable for the first time during a calendar year by operation of such provision does not affect the application of the $100,000
limitation with respect to any Incentive Stock Option (or portion thereof) exercised before such acceleration. The Fair Market
Value of the Shares shall be determined as of the Grant Date.


 


		(iii)  (c)	Leave of Absence.



 


For
purposes of Incentive Stock Options, no leave of absence may exceed three months, unless the right to reemployment upon expiration
of such leave is provided by statute or contract. If the period of leave exceeds three months and the Awardee’s right to
reemployment is not provided by statute or contract, the Awardee’s employment with the Company shall be deemed to terminate
on the first day immediately following such three-month period, and any Incentive Stock Option granted to the Awardee shall cease
to be treated as an Incentive Stock Option and shall terminate upon the expiration of the three-month period starting on the date
the employment relationship is deemed terminated.


 


		(iv)  (d)	Transferability.



 


The
Option Agreement must provide that an Incentive Stock Option cannot be transferable by the Awardee otherwise than by will or the
laws of descent and distribution, and, during the lifetime of such Awardee, must not be exercisable by any other person. Notwithstanding
the foregoing, the Administrator, in its sole discretion, may allow the Awardee to transfer his or her Incentive Stock Option
to a trust where under Section 671 of the Code and other Applicable Law, the Awardee is considered the sole beneficial owner of
the Option while it is held in the trust. If the terms of an Incentive Stock Option are amended to permit transferability, the
Option will be treated for tax purposes as a Nonstatutory Stock Option.


 






    	 



    	 



    

 


		(v)(e)	Exercise Price.





 


The
per Share exercise price of an Incentive Stock Option shall be determined by the Administrator in accordance with Section 8(b)(i)
of the Plan.


 


		(vi)(f)	Ten-Percent Stockholder.





 


If
any Incentive Stock Option is granted to a Ten-Percent Stockholder, then the Option term shall not exceed five years measured
from the date of grant of such Option.


 


		(vii)(g)	Other Terms.





 


Option
Agreements evidencing Incentive Stock Options shall contain such other terms and conditions as may be necessary to qualify as
Incentive Stock Options, to the extent determined desirable by the Administrator, under the applicable provisions of Section 422
of the Code.


 


		Section 1.10	Exercise of Option.



 


		(i)	Procedure for Exercise;
Rights as a Stockholder.



 


		i)	Any Option granted hereunder
shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator
and set forth in the respective Award Agreement.



 


		ii)	An Option shall be deemed exercised
                                         when the Company receives (A) written or electronic notice of exercise (in accordance
                                         with the Award Agreement) from the person entitled to exercise the Option; (B) full payment
                                         for the Shares with respect to which the related Option is exercised; and (C) with respect
                                         to Nonstatutory Stock Options, payment of all applicable withholding taxes.



 


		iii)	Shares issued upon exercise of
                                         an Option shall be issued in the name of the Participant or, if requested by the Participant,
                                         in the name of the Participant and his or her spouse. Unless provided otherwise by the
                                         Administrator or pursuant to this Plan, 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
                                         shall exist with respect to the Shares subject to an Option, notwithstanding the exercise
                                         of the Option.



 


		iv)	The Company shall issue (or cause
                                         to be issued) such Shares as soon as administratively practicable after the Option is
                                         exercised. An Option may not be exercised for a fraction of a Share.



 






    	 



    	 



    

 


		(ii)	Effect of Termination of Service
                                         on Options.



 


		i)	Generally. Unless otherwise provided
                                         for by the Administrator, if a Participant ceases to be a Service Provider, other than
                                         upon the Participant’s death or Disability, the Participant may exercise his or
                                         her Option within such period as is specified in the Award Agreement to the extent that
                                         the Option is vested on the Termination Date (but in no event later than the expiration
                                         of the term of such Option as set forth in the Award Agreement). Notwithstanding the
                                         foregoing, upon a Participant’s Termination of Service during any California Qualification
                                         Period, other than due to death, Disability, or cause, the Participant may exercise his
                                         or her Option (A) at any time on or before the date determined by the Administrator,
                                         which date shall be at least 30 days after the Participant’s Termination Date (but
                                         in no event later than the expiration of the term of such Option); and (B) only to the
                                         extent that the Participant was entitled to exercise such Option on the Termination Date.
                                         In the absence of a specified time in the Award Agreement, the vested portion of the
                                         Option will remain exercisable for three months following the Participant’s Termination
                                         Date. Unless otherwise provided by the Administrator, if on the Termination Date the
                                         Participant is not vested as to his or her entire Option, the Shares covered by the unvested
                                         portion of the Option will automatically revert to the Plan. If after the Termination
                                         of Service the Participant does not exercise his or her Option within the time specified
                                         by the Administrator, the Option will automatically terminate, and the Shares covered
                                         by such Option will revert to the Plan.



 






    	 



    	 



    

 


		ii)	Disability of Awardee. Unless otherwise
                                         provided for by the Administrator, if a Participant ceases to be a Service Provider as
                                         a result of the Participant’s Disability, the Participant may exercise his or her
                                         Option within such period as is specified in the Award Agreement to the extent the Option
                                         is vested on the Termination Date (but in no event later than the expiration of the term
                                         of such Option as set forth in the Award Agreement). Notwithstanding the foregoing, during
                                         any California Qualification Period, upon a Participant’s Termination of Service
                                         due to his or her Disability the Participant may exercise his or her Option (A) at any
                                         time on or before the date determined by the Administrator, which date shall be at least
                                         six months after the Termination Date (but in no event later than the expiration date
                                         of the term of his or her Option); and (B) only to the extent that the Participant was
                                         entitled to exercise such Option on the Termination Date. In the absence of a specified
                                         time in the Award Agreement, the Option will remain exercisable for twelve months following
                                         the Participant’s Termination Date. Unless otherwise provided by the Administrator,
                                         if at the time of Disability the Participant is not vested as to his or her entire Option,
                                         the Shares covered by the unvested portion of the Option will automatically revert to
                                         the Plan. If the Option is not so exercised within the time specified herein, the Option
                                         will terminate, and the Shares covered by such Option will automatically revert to the
                                         Plan.



 






    	 



    	 



    

 


		iii)	Death of Awardee. Unless otherwise
                                         provided for by the Administrator, if a Participant dies while a Service Provider, the
                                         Option may be exercised following the Participant’s death within such period as
                                         is specified in the Award Agreement to the extent that the Option is vested on the date
                                         of death (but in no event may the Option be exercised later than the expiration of the
                                         term of such Option as set forth in the Award Agreement), by the Participant’s
                                         designated beneficiary, provided such beneficiary has been designated before the Participant’s
                                         death in a form acceptable to the Administrator. Notwithstanding the foregoing, during
                                         any California Qualification Period, if the Participant dies before his or her Termination
                                         of Service, the Participant’s Option may be exercised by the Participant’s
                                         designated beneficiary (A) at any time on or before the date determined by the Administrator,
                                         which date shall be at least six months after the date of death (but in no event later
                                         than the expiration date of the term of his or her Option); and (B) only to the extent
                                         that the Participant was entitled to exercise the Option at the date of death. If no
                                         such beneficiary has been designated by the Participant, then such Option may be exercised
                                         by the personal representative of the Participant’s estate or by the person or
                                         persons to whom the Option is transferred pursuant to the Participant’s will or
                                         in accordance with the laws of descent and distribution. In the absence of a specified
                                         time in the Award Agreement, the Option will remain exercisable for twelve months following
                                         Participant’s death. Unless otherwise provided by the Administrator, if at the
                                         time of death Participant is not vested as to his or her entire Option, the Shares covered
                                         by the unvested portion of the Option will revert to the Plan. If the Option is not so
                                         exercised within the time specified herein, the Option will terminate, and the Shares
                                         covered by such Option will revert to the Plan.



 


		Section 1.11	Stock Awards.



 


		(i)	Stock Award Agreement.



 


		i)	Each Stock Award Agreement shall
                                         contain provisions regarding (i) the number of Shares subject to such Stock Award or
                                         a formula for determining such number; (ii) the purchase price, if any, of the Shares,
                                         and the means of payment for the Shares; (iii) the performance criteria, if any, and
                                         level of achievement versus these criteria that shall determine the number of Shares
                                         granted, issued, retained, or vested, as applicable; (iv) such terms and conditions on
                                         the grant, issuance, vesting, or forfeiture of the Shares, as applicable, as may be determined
                                         from time to time by the Administrator; (v) restrictions on the transferability of the
                                         Stock Award; and (vi) such further terms and conditions in each case not inconsistent
                                         with this Plan as may be determined from time to time by the Administrator.



 






    	 



    	 



    

 


		ii)	Notwithstanding the foregoing, during
                                         any California Qualification Period, the purchase price for restricted Shares shall be
                                         determined by the Administrator, but shall not be less than 85% (or 100% in the case
                                         of a person who is a Ten-Percent Stockholder on the date of grant of such restricted
                                         stock) of the Fair Market Value of a share of Common Stock on the date of grant of such
                                         restricted stock.



 


		(ii)	Restrictions and Performance Criteria.



 


		i)	The grant, issuance, retention, and
                                         vesting of each Stock Award may be subject to such performance criteria and level of
                                         achievement versus these criteria as the Administrator shall determine, which criteria
                                         may be based on financial performance, personal performance evaluations, or completion
                                         of service by the Awardee. Notwithstanding the foregoing, during any California Qualification
                                         Period, restricted stock awarded to anyone other than an Officer, Director, or Consultant
                                         of the Company shall vest at a rate of at least 20% per year.



 


		ii)	Notwithstanding anything to the
                                         contrary herein, the performance criteria for any Stock Award that is intended to satisfy
                                         the requirements for “performance-based compensation” under Section 162(m)
                                         of the Code shall be established by the Administrator based on one or more Qualifying
                                         Performance Criteria selected by the Administrator and specified in writing.



 


		(iii)	Forfeiture.



 


		i)	Unless otherwise provided for by
                                         the Administrator, upon the Awardee’s Termination of Service, the unvested Stock
                                         Award and the Shares subject thereto shall be forfeited, provided that to the extent
                                         that the Participant purchased any Shares pursuant to such Stock Award, the Company shall
                                         have a right to repurchase the unvested portion of such Shares at the original price
                                         paid by the Participant, provided that during any California Qualification Period, the
                                         Company must exercise such right to repurchase (i) for either cash or cancellation of
                                         purchase money indebtedness for such unvested Shares; and (ii) within 90 days of such
                                         Termination of Service.



 


		(iv)	Rights as a Stockholder.



 


		i)	Unless otherwise provided by the
                                         Administrator, the Participant shall have the rights equivalent to those of a stockholder
                                         and shall be a stockholder only after 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)
                                         to the Participant. Unless otherwise provided by the Administrator, a Participant holding
                                         Stock Units shall be entitled to receive dividend payments as if he or she were an actual
                                         stockholder.



 






    	 



    	 



    

 


		Section 1.12	Stock Appreciation Rights.



 


		(a)	Subject
to the terms and conditions of the Plan, a SAR may be granted to a Service Provider at any time and from time to time as determined
by the Administrator in its sole discretion.



 


		(b)	Number
                                         of SARs. The Administrator shall have complete discretion to determine the number of
                                         SARs granted to any Service Provider.



 


		(c)	Exercise
                                         Price and Other Terms. The per SAR exercise price shall be no less than 100% of the Fair
                                         Market Value per Share on the Grant Date. The Administrator, subject to the provisions
                                         of the Plan, shall have complete discretion to determine the other terms and conditions
                                         of SARs granted under the Plan.



 


		(d)	Exercise
                                         of SARs. SARs shall be exercisable on such terms and conditions as the Administrator,
                                         in its sole discretion, shall determine.



 


		(e)	SAR
                                         Agreement. Each SAR grant shall be evidenced by a SAR Agreement that will specify the
                                         exercise price, the term of the SAR, the conditions of exercise, and such other terms
                                         and conditions as the Administrator, in its sole discretion, shall determine.



 


		(f)	Expiration
                                         of SARs. A SAR granted under the Plan shall expire upon the date determined by the Administrator,
                                         in its sole discretion, and set forth in the SAR Agreement. Notwithstanding the foregoing,
                                         the rules of Section 10(b) will also apply to SARs.



 


		(g)	Payment
                                         of SAR Amount. Upon exercise of a SAR, the Participant shall be entitled to receive a
                                         payment from the Company in an amount equal to the difference between the Fair Market
                                         Value of a Share on the date of exercise over the exercise price of the SAR. This amount
                                         shall be paid in cash, Shares of equivalent value, or a combination of both, as the Administrator
                                         shall determine.



 


		Section 1.13	Cash Awards.



 


Each Cash Award
will confer upon the Participant the opportunity to earn a future payment tied to the level of achievement with respect to one
or more performance criteria established by the Administrator for a performance period.


 






    	 



    	 



    

 


		(a)	Cash
                                         Award. Each Cash Award shall contain provisions regarding (i) the performance goal or
                                         goals and maximum amount payable to the Participant as a Cash Award; (ii) the performance
                                         criteria and level of achievement versus these criteria that shall determine the amount
                                         of such payment; (iii) the period as to which performance shall be measured for establishing
                                         the amount of any payment; (iv) the timing of any payment earned by virtue of performance;
                                         (v) restrictions on the alienation or transfer of the Cash Award before actual payment;
                                         (vi) forfeiture provisions; and (vii) such further terms and conditions, in each case
                                         not inconsistent with the Plan, as may be determined from time to time by the Administrator.
                                         The maximum amount payable as a Cash Award that is settled for cash may exceed the target
                                         amount payable.



 


		(b)	Performance
                                         Criteria. The Administrator shall establish the performance criteria and level of achievement
                                         versus these criteria that shall determine the target and the minimum and maximum amount
                                         payable under a Cash Award, which criteria may be based on financial performance or personal
                                         performance evaluations or both. The Administrator may specify the percentage of the
                                         target Cash Award that is intended to satisfy the requirements for “performance-based
                                         compensation” under Section 162(m) of the Code. Notwithstanding anything to
                                         the contrary herein, the performance criteria for any portion of a Cash Award that is
                                         intended to satisfy the requirements for “performance-based compensation”
                                         under Section 162(m) of the Code shall be a measure established by the Administrator
                                         based on one or more Qualifying Performance Criteria selected by the Administrator and
                                         specified in writing.



 


		(c)	Timing
                                         and Form of Payment. The Administrator shall determine the timing of payment of any Cash
                                         Award. The Administrator may specify the form of payment of Cash Awards, which may be
                                         cash or other property, or may provide for an Awardee to have the option for his or her
                                         Cash Award, or such portion thereof as the Administrator may specify, to be paid in whole
                                         or in part in cash or other property.



 


		(d)	Termination
                                         of Service. The Administrator shall have the discretion to determine the effect of a
                                         Termination of Service on any Cash Award due to (i) disability, (ii) retirement, (iii)
                                         death, (iv) participation in a voluntary severance program, or (v) participation in a
                                         work force restructuring.



 


		Section 1.14	Other Provisions Applicable
to Awards.



 


		(a)	Non-Transferability of
Awards.



 


Unless
determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the
Participant, only by the Participant. If the Administrator makes an Award transferable, either at the time of grant or thereafter,
such Award shall contain such additional terms and conditions as the Administrator deems appropriate, and any transferee shall
be bound by such terms upon acceptance of such transfer. Notwithstanding the foregoing, during any California Qualification Period,
an Award may not be transferred in any manner other than by will, by the laws of descent and distribution, or as permitted by
Rule 701 of the Securities Act of 1933, as amended, as the Administrator may determine.


 


		(b)	Qualifying Performance Criteria.



 


For
purposes of this Plan, the term “Qualifying Performance Criteria” shall mean any one or more of the following
performance criteria, applied to either the Company as a whole or to a business unit, Affiliate, Related Corporations, or business
segment, either individually, alternatively, or in any combination, and measured either annually or cumulatively over a period
of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison
group, in each case as specified in the Award by the Committee: (i) cash flow, (ii) earnings (including gross margin, earnings
before interest and taxes, earnings before taxes, and net earnings), (iii) earnings per share, (iv) growth in earnings or earnings
per share, (v) stock price, (vi) return on equity or average stockholders’ equity, (vii) total stockholder return, (viii)
return on capital, (ix) return on assets or net assets, (x) return on investment, (xi) revenue, (xii) income or net income,
(xiii) operating income or net operating income, (xiv) operating profit or net operating profit, (xv) operating margin, (xvi)
return on operating revenue, (xvii) market share, (xviii) contract awards or backlog, (xix) overhead or other expense reduction,
(xx) growth in stockholder value relative to the moving average of the S&P 500 Index or a peer group index, (xxi) credit rating,
(xxii) strategic plan development and implementation, (xxiii) improvement in workforce diversity, (xxiv) EBITDA, and (xxv) any
other similar criteria.


 


		(c)	Certification.



 


Before
payment of any compensation under an Award intended to qualify as “performance-based compensation” under Section
162(m) of the Code, the Committee shall certify the extent to which any Qualifying Performance Criteria and any other material
terms under such Award have been satisfied (other than in cases where such relate solely to the increase in the value of the Common
Stock).


 


		i)	Discretionary Adjustments Pursuant
                                         to Section 162(m).



 






    	 



    	 



    

 


		ii)	Notwithstanding satisfaction or
                                         completion of any Qualifying Performance Criteria, to the extent specified at the time
                                         of grant of an Award to “covered employees” within the meaning of Section
                                         162(m) of the Code, the number of Shares, Options or other benefits granted, issued,
                                         retained, or vested under an Award on account of satisfaction of such Qualifying Performance
                                         Criteria may be reduced by the Committee on the basis of such further considerations
                                         as the Committee in its sole discretion shall determine.



 


		(d)	Section 409A.



 


Notwithstanding
anything in the Plan to the contrary, it is the Company’s intent that all Awards granted under this Plan comply with Section
409A of the Code, and each Award shall be interpreted in a manner consistent with that intention.


 


		(e)	Financial Information.



 


During
any California Qualification Period, the Company shall at least annually provide financial statements to Participants as required
by Section 260.140.46 of the California Code of Regulations.


 


		Section 1.15	Adjustments upon Changes
in Capitalization, Dissolution, Merger or Asset Sale.



 


		(a)	Changes in Capitalization.



 


		i)	The limitations set forth in Section
                                         3, the number and kind of Shares covered by each outstanding Award, and the price per
                                         Share (but not the total price) subject to each outstanding Award shall be proportionally
                                         adjusted to prevent dilution or enlargement of rights under the Plan for any change in
                                         the outstanding Common Stock subject to the Plan, or subject to any Award, resulting
                                         from any stock splits, combination or exchange of Shares, consolidation, spin-off or
                                         recapitalization of Shares or any capital adjustment or transaction similar to the foregoing
                                         or any distribution to holders of Common Stock other than regular cash dividends.



 


		ii)	The Administrator shall make such
                                         adjustment in such manner, as it deems equitable and appropriate, subject to compliance
                                         with Applicable Laws. Any determination, substitution or adjustment made by the Administrator
                                         under this Section shall be conclusive and binding on all persons. The conversion of
                                         any convertible securities of the Company shall not be treated as a transaction requiring
                                         any adjustment under this Section. Except as expressly provided herein, no issuance by
                                         the Company of shares of stock of any class, or securities convertible into shares of
                                         stock of any class, shall affect, and no adjustment by reason thereof shall be made with
                                         respect to, the number or price of Shares subject to an Award.



 






    	 



    	 



    

 


		(b)	Dissolution or Liquidation.



 


In
the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as
practicable before the effective date of such proposed transaction. The Administrator in its discretion may provide for an Option
to be fully vested and exercisable until ten days before such proposed transaction. In addition, the Administrator may provide
that any restrictions on any Award shall lapse before the proposed transaction, provided the proposed dissolution or liquidation
takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Award will terminate
immediately before the consummation of such proposed transaction.


 


		(c)	Change in Control.



 


If
there is a Change in Control of the Company, as determined by the Board or a Committee, the Board or Committee, or board of directors
of any surviving entity or acquiring entity may, in its discretion, (i) provide for the assumption, continuation or substitution
(including an award to acquire substantially the same type of consideration paid to the stockholders in the transaction in which
the Change in Control occurs) of, or adjustment to, all or any part of the Awards; (ii) accelerate the vesting of all or any part
of the Options and SARs and terminate any restrictions on all or any part of the Stock Awards or Cash Awards; (iii) provide for
the cancellation of all or any part of the Awards for a cash payment to the Participants; and (iv) provide for the cancellation
of all or any part of the Awards as of the closing of the Change in Control; provided, that the Participants are notified that
they must exercise or redeem their Awards (including, at the discretion of the Board or Committee, any unvested portion of such
Award) at or before the closing of the Change in Control.


 


		Section 1.16	Amendment and Termination
of the Plan.



 


		(a)	Amendment and Termination.



 


The
Administrator may amend, alter, or discontinue the Plan or any Award Agreement, but any such amendment shall be subject to approval
of the stockholders of the Company in the manner and to the extent required by Applicable Law.


 


		(b)	Effect of Amendment or Termination.



 


No
amendment, suspension, or termination of the Plan shall materially impair the rights of any Award, unless agreed otherwise between
the Participant and the Administrator. Termination of the Plan shall not affect the Administrator’s ability to exercise
the powers granted to it hereunder with respect to Awards granted under the Plan before the date of such termination.


 






    	 



    	 



    

 


		(c)	Effect of the Plan on Other Arrangements.



 


Neither
the adoption of the Plan by the Board or a Committee nor the submission of the Plan to the stockholders of the Company for approval
shall be construed as creating any limitations on the power of the Board or any Committee to adopt such other incentive arrangements
as it or they may deem desirable, including the granting of restricted stock or stock options otherwise than under the Plan, and
such arrangements may be either generally applicable or applicable only in specific cases.


 


		Section 1.17	Designation of Beneficiary.



 


		a)	An Awardee may file a written designation
                                         of a beneficiary who is to receive the Awardee’s rights pursuant to Awardee’s
                                         Award or the Awardee may include his or her Awards in an omnibus beneficiary designation
                                         for all benefits under the Plan. To the extent that Awardee has completed a designation
                                         of beneficiary such beneficiary designation shall remain in effect with respect to any
                                         Award hereunder until changed by the Awardee to the extent enforceable under Applicable
                                         Law.



 


		b)	The Awardee may change such designation
                                         of beneficiary at any time by written notice. If an Awardee dies and no beneficiary is
                                         validly designated under the Plan who is living at the time of such Awardee’s death,
                                         the Company shall allow the executor or administrator of the estate of the Awardee to
                                         exercise the Award, or if no such executor or administrator has been appointed (to the
                                         knowledge of the Company), the Company, in its discretion, may allow the spouse or one
                                         or more dependents or relatives of the Awardee to exercise the Award to the extent permissible
                                         under Applicable Law.



 


		c)	18. No Right to Awards or to Service.



 


No person shall have any claim or
right to be granted an Award and the grant of any Award shall not be construed as giving an Awardee the right to continue in the
service of the Company or its Affiliates. Further, the Company and its Affiliates expressly reserve the right, at any time, to
dismiss any Service Provider or Awardee at any time without liability or any claim under the Plan, except as provided herein or
in any Award Agreement entered into hereunder.


 


		Section 1.18	Preemptive Rights.



 


No Shares will be issued
under the Plan in violation of any preemptive rights held by any stockholder of the Company.


 






    	 



    	 



    

 


		Section 1.19	Legal Compliance.



 


No Share will be issued pursuant
to an Award under the Plan unless the issuance and delivery of such Share, as well as the exercise of such Award, if applicable,
will comply with Applicable Laws. Issuance of Shares under the Plan shall be subject to the approval of counsel for the Company
with respect to such compliance. Notwithstanding anything in the Plan to the contrary, the Plan is intended to comply with the
requirements of Section 409A of the Code and shall be interpreted in a manner consistent with that intention.


 


		Section 1.20	Inability to Obtain Authority.



 


To the extent the Company
is unable to or the Administrator deems that it is not feasible to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, the Company shall be relieved of any liability with respect to the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.


 


		Section 1.21	Reservation of Shares.



 


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


 


		Section 1.22	Notice.



 


Any written notice
to the Company required by any provisions of this Plan shall be addressed to the Secretary of the Company and shall be effective
when received.


 


		Section 1.23	Governing Law; Interpretation
of Plan and Awards.



 


		a)	(a)          This Plan
and all determinations made and actions taken pursuant hereto shall be governed by the substantive laws, but not the choice of
law rules, of the state of Delaware.



 


		b)	(b)          If any provision
of the Plan or any Award granted under the Plan is declared to be illegal, invalid, or otherwise unenforceable by a court of competent
jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid, and enforceable,
or otherwise deleted, and the remainder of the terms of the Plan and Award shall not be affected except to the extent necessary
to reform or delete such illegal, invalid, or unenforceable provision.



 


		c)	(c)          The headings preceding
the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of the Plan,
nor shall they affect its meaning, construction or effect.



 


		d)	(d)          The terms of the
Plan and any Award shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs,
beneficiaries, successors, and assigns.



 






    	 



    	 



    

 


		e)	(e)          All questions arising
under the Plan or under any Award shall be decided by the Administrator in its total and absolute discretion. If the Participant
believes that a decision by the Administrator with respect to such person was arbitrary or capricious, the Participant may request
arbitration with respect to such decision. The review by the arbitrator shall be limited to determining whether the Administrator’s
decision was arbitrary or capricious. This arbitration shall be the sole and exclusive review permitted of the Administrator’s
decision, and the Awardee shall as a condition to the receipt of an Award be deemed to waive explicitly any right to judicial
review.



 


		Section 1.24	Limitation on Liability.



 


The Company and any Affiliate
or Related Corporation that is in existence or hereafter comes into existence shall not be liable to a Participant, an Employee,
an Awardee, or any other persons as to:


 


		a)	(a)          The Non-Issuance
of Shares. The non-issuance or sale of Shares as to which the Company has been unable to obtain from any regulatory body having
jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares
hereunder; and



 


		b)	(b)          Tax Consequences.
Any tax consequence expected, but not realized, by any Participant, Employee, Awardee or other person due to the receipt, exercise
or settlement of any Option or other Award granted hereunder.



 


		Section 1.25	Unfunded Plan.



 


Insofar as it provides for
Awards, the Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Awardees who are granted
Stock Awards under this Plan, any such accounts will be used merely as a bookkeeping convenience. The Company shall not be required
to segregate any assets that may at any time be represented by Awards, nor shall this Plan be construed as providing for such
segregation, nor shall the Company or the Administrator be deemed a trustee of stock or cash to be awarded under the Plan. Any
liability of the Company to any Participant with respect to an Award shall be based solely upon any contractual obligations that
may be created by the Plan; no such obligation of the Company shall be deemed secured by any pledge or other encumbrance on any
property of the Company. Neither the Company nor the Administrator shall be required to give any security or bond for the performance
of any obligation that may be created by this Plan.


 


IN WITNESS WHEREOF, the Company, by its duly authorized officer,
has executed this Plan, effective as of October 15, 2013.




 






    	 



    	 



    

  


POWERSTORM CAPITAL CORP.


 


By:


 


Michel J. Freni


 


Chairman and Chief Executive Officer