Exhibit 10.3


 


 


3PEA INTERNATIONAL, INC.


 





2018 INCENTIVE COMPENSATION PLAN


 





1.                  
Purpose. The purpose of this 3PEA INTERNATIONAL, INC. 2018 INCENTIVE COMPENSATION PLAN (the “Plan”)
is to assist 3Pea International, Inc., a Nevada corporation (the “Company”) and its Related Entities (as hereinafter
defined) in attracting, motivating, retaining and rewarding high-quality executives and other employees, officers, directors, consultants
and other persons who provide services to the Company or its Related Entities by enabling such persons to acquire or increase a
proprietary interest in the Company in order to strengthen the mutuality of interests between such persons and the Company’s
shareholders, and providing such persons with annual and long term performance incentives to expend their maximum efforts in the
creation of shareholder value.


 


2.                  
Definitions. For purposes of the Plan, the following terms shall be defined as set forth below, in addition
to such terms defined in Section 1 hereof and elsewhere herein.


 


(a)               
“Award” means any Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award,
Share granted as a bonus or in lieu of another Award, Dividend Equivalent, Other Stock-Based Award or Performance Award, together
with any other right or interest, granted to a Participant under the Plan.


 


(b)               
“Award Agreement” means any written agreement, contract or other instrument or document evidencing
any Award granted by the Committee hereunder.


 


(c)               
“Beneficiary” means the person, persons, trust or trusts that have been designated by a Participant
in his or her most recent written beneficiary designation filed with the Committee to receive the benefits specified under the
Plan upon such Participant’s death or to which Awards or other rights are transferred if and to the extent permitted under
Section 10(b) hereof. If, upon a Participant’s death, there is no designated Beneficiary or surviving designated Beneficiary,
then the term Beneficiary means the person, persons, trust or trusts entitled by will or the laws of descent and distribution to
receive such benefits.


 


(d)               
“Beneficial Owner” and “Beneficial Ownership” shall have the meaning
ascribed to such term in Rule 13d-3 under the Exchange Act and any successor to such Rule.


 


(e)               
“Board” means the Company’s Board of Directors.


 


(f)                
“Cause” shall, with respect to any Participant, have the meaning specified in the Award Agreement.
In the absence of any definition in the Award Agreement, “Cause” shall have the equivalent meaning or the same meaning
as “cause” or “for cause” set forth in any employment, consulting, or other agreement for the performance
of services between the Participant and the Company or a Related Entity or, in the absence of any such agreement or any such definition
in such agreement, such term shall mean (i) the failure by the Participant to perform, in a reasonable manner, his or her
duties as assigned by the Company or a Related Entity, (ii) any violation or breach by the Participant of his or her employment,
consulting or other similar agreement with the Company or a Related Entity, if any, (iii) any violation or breach by the Participant
of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company or a Related Entity, (iv) any
act by the Participant of dishonesty or bad faith with respect to the Company or a Related Entity, (v) use of alcohol, drugs
or other similar substances in a manner that adversely affects the Participant’s work performance, or (vi) the commission
by the Participant of any act, misdemeanor, or crime reflecting unfavorably upon the Participant or the Company or any Related
Entity. The good faith determination by the Committee of whether the Participant’s Continuous Service was terminated by the
Company for “Cause” shall be final and binding for all purposes hereunder.


 


 


 






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(g)               
“Change in Control” means a Change in Control as defined in Section 9(b) of the Plan.


 


(h)               
“Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations
thereunder and successor provisions and regulations thereto.


 


(i)                
“Committee” means a committee designated by the Board to administer the Plan; provided, however,
that if the Board fails to designate a committee or if there are no longer any members on the committee so designated by the Board,
or for any other reason determined by the Board, then the Board shall serve as the Committee. While it is intended that the Committee
shall consist of at least two directors, each of whom shall be (i) a “non-employee director” within the meaning
of Rule 16b-3 (or any successor rule) under the Exchange Act, unless administration of the Plan by “non-employee directors”
is not then required in order for exemptions under Rule 16b-3 to apply to transactions under the Plan, (ii) an “outside
director” within the meaning of Section 162(m) of the Code, and (iii) “Independent”, the failure of
the Committee to be so comprised shall not invalidate any Award that otherwise satisfies the terms of the Plan.


 


(j)                
“Consultant” means any Person (other than an Employee or a Director, solely with respect to rendering
services in such Person’s capacity as a director) who is engaged by the Company or any Related Entity to render consulting
or advisory services to the Company or such Related Entity.


 


(k)               
“Continuous Service” means the uninterrupted provision of services to the Company or any Related
Entity in any capacity of Employee, Director, Consultant or other service provider. Continuous Service shall not be considered
to be interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entities,
or any successor entities, in any capacity of Employee, Director, Consultant or other service provider, or (iii) any change
in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director,
Consultant or other service provider (except as otherwise provided in the Award Agreement). An approved leave of absence shall
include sick leave, military leave, or any other authorized personal leave.


 


(l)                
“Covered Employee” means the Person who, as of the end of the taxable year, either is the principal
executive officer of the Company or is serving as the acting principal executive officer of the Company, and each other Person
whose compensation is required to be disclosed in the Company’s filings with the Securities and Exchange Commission by reason
of that person being among the three highest compensated officers of the Company as of the end of a taxable year, or such other
person as shall be considered a “covered employee” for purposes of Section 162(m) of the Code.


 


(m)             
“Deferred Stock” means a right to receive Shares, including Restricted Stock, cash measured based
upon the value of Shares or a combination thereof, at the end of a specified deferral period.


 


(n)               
“Deferred Stock Award” means an Award of Deferred Stock granted to a Participant under Section 6(e)
hereof.


 


(o)               
“Director” means a member of the Board or the board of directors of any Related Entity.


 


(p)               
“Disability” means a permanent and total disability (within the meaning of Section 22(e)
of the Code), as determined by a medical doctor satisfactory to the Committee.


 


(q)               
“Dividend Equivalent” means a right, granted to a Participant under Section 6(g) hereof,
to receive cash, Shares, other Awards or other property equal in value to dividends paid with respect to a specified number of
Shares, or other periodic payments.


 


 


 






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(r)                
“Effective Date” means the effective date of the Plan, which shall be July 18, 2018.


 


(s)                
“Eligible Person” means each officer, Director, Employee, Consultant and other person who provides
services to the Company or any Related Entity. The foregoing notwithstanding, only Employees of the Company, or any parent corporation
or subsidiary corporation of the Company (as those terms are defined in Sections 424(e) and (f) of the Code, respectively),
shall be Eligible Persons for purposes of receiving any Incentive Stock Options. An Employee on leave of absence may, in the discretion
of the Committee, be considered as still in the employ of the Company or a Related Entity for purposes of eligibility for participation
in the Plan.


 


(t)                
“Employee” means any person, including an officer or Director, who is an employee of the Company
or any Related Entity. The payment of a director’s fee by the Company or a Related Entity shall not be sufficient to constitute
“employment” by the Company.


 


(u)               
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including
rules thereunder and successor provisions and rules thereto.


 


(v)               
“Fair Market Value” means the fair market value of Shares, Awards or other property as determined
by the Committee, or under procedures established by the Committee. Unless otherwise determined by the Committee, the Fair Market
Value of a Share as of any given date shall be (i) the last sale price of a Share on the principal national securities exchange
on which the Common Stock is traded, if the Common Stock is then traded on a national securities exchange; or (ii) the average
of the closing bid and asked prices for the Common Stock quoted by an established quotation service for over-the-counter securities,
if the Common Stock is not then traded on a national securities exchange.


 


(w)             
“Good Reason” shall, with respect to any Participant, have the meaning specified in the Award
Agreement. In the absence of any definition in the Award Agreement, “Good Reason” shall have the equivalent meaning
or the same meaning as “good reason” or “for good reason” set forth in any employment, consulting or other
agreement for the performance of services between the Participant and the Company or a Related Entity or, in the absence of any
such agreement or any such definition in such agreement, such term shall mean (i) the assignment to the Participant of any
duties inconsistent in any material respect with the Participant’s duties or responsibilities as assigned by the Company
or a Related Entity, or any other action by the Company or a Related Entity which results in a material diminution in such duties
or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which
is remedied by the Company or a Related Entity promptly after receipt of notice thereof given by the Participant; (ii) any
material failure by the Company or a Related Entity to comply with its obligations to the Participant as agreed upon, other than
an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company or a Related
Entity promptly after receipt of notice thereof given by the Participant; or (iii) the Company’s or Related Entity’s
requiring the Participant to be based at any office or location outside of fifty miles from the location of employment or service
as of the date of Award, except for travel reasonably required in the performance of the Participant’s responsibilities.


 


(x)               
“Incentive Stock Option” means any Option intended to be designated as an incentive stock option
within the meaning of Section 422 of the Code or any successor provision thereto.


 


(y)               
“Independent”, when referring to either the Board or members of the Committee, shall have the
same meaning as used in the rules of the Listing Market.


 


(z)               
“Incumbent Board” means the Incumbent Board as defined in Section 9(b)(ii) hereof.


 


(aa)            
“Listing Market” means the OTC Bulletin Board or any other national securities exchange on which
any securities of the Company are listed for trading, and if not listed for trading, by the rules of the Nasdaq Market.


 


 


 






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(bb)           
“Option” means a right granted to a Participant under Section 6(b) hereof, to purchase Shares
or other Awards at a specified price during specified time periods.


 


(cc)            
“Optionee” means a person to whom an Option is granted under this Plan or any person who succeeds
to the rights of such person under this Plan.


 


(dd)           
“Other Stock-Based Awards” means Awards granted to a Participant under Section 6(i) hereof.


 


(ee)            
“Participant” means a person who has been granted an Award under the Plan which remains outstanding,
including a person who is no longer an Eligible Person.


 


(ff)              
“Performance Award” means any Award of Performance Shares or Performance Units granted pursuant
to Section 6(h) hereof.


 


(gg)           
“Performance Period” means that period established by the Committee at the time any Performance
Award is granted or at any time thereafter during which any performance goals specified by the Committee with respect to such Award
are to be measured.


 


(hh)           
“Performance Share” means any grant pursuant to Section 6(h) hereof of a unit valued by reference
to a designated number of Shares, which value may be paid to the Participant by delivery of such property as the Committee shall
determine, including cash, Shares, other property, or any combination thereof, upon achievement of such performance goals during
the Performance Period as the Committee shall establish at the time of such grant or thereafter.


 


(ii)              
“Performance Unit” means any grant pursuant to Section 6(h) hereof of a unit valued by reference
to a designated amount of property (including cash) other than Shares, which value may be paid to the Participant by delivery of
such property as the Committee shall determine, including cash, Shares, other property, or any combination thereof, upon achievement
of such performance goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter.


 


(jj)              
“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange
Act and used in Sections 13(d) and 14(d) thereof, and shall include a “group” as defined in Section 13(d) thereof.


 


(kk)           
“Related Entity” means any Subsidiary, and any business, corporation, partnership, limited liability
company or other entity designated by the Board, in which the Company or a Subsidiary holds a substantial ownership interest, directly
or indirectly.


 


(ll)              
“Restriction Period” means the period of time specified by the Committee that Restricted Stock
Awards shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee
may impose.


 


(mm)           
“Restricted Stock” means any Share issued with the restriction that the holder may not sell, transfer,
pledge or assign such Share and with such risks of forfeiture and other restrictions as the Committee, in its sole discretion,
may impose (including any restriction on the right to vote such Share and the right to receive any dividends), which restrictions
may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.


 


(nn)           
“Restricted Stock Award” means an Award granted to a Participant under Section 6(d) hereof.


 


(oo)           
“Rule 16b-3” means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants,
promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act.


 


 


 






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(pp)           
“Shares” means the shares of common stock of the Company, par value $0.001 per share, and such
other securities as may be substituted (or resubstituted) for Shares pursuant to Section 10(c) hereof.


 


(qq)           
“Stock Appreciation Right” means a right granted to a Participant under Section 6(c) hereof.


 


(rr)              
“Subsidiary” means any corporation or other entity in which the Company has a direct or indirect
ownership interest of 50% or more of the total combined voting power of the then outstanding securities or interests of such corporation
or other entity entitled to vote generally in the election of directors or in which the Company has the right to receive 50% or
more of the distribution of profits or 50% or more of the assets on liquidation or dissolution.


 


(ss)             
“Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or
in substitution or exchange for, Awards previously granted, or the right or obligation to make future Awards, by a company (i) acquired
by the Company or any Related Entity, (ii) which becomes a Related Entity after the date hereof, or (iii) with which
the Company or any Related Entity combines.


 


3.                  
Administration.


 


(a)               
Authority of the Committee. The Plan shall be administered by the Committee except to the extent (and subject
to the limitations imposed by Section 3(b) hereof) the Board elects to administer the Plan, in which case the Plan shall be
administered by only those members of the Board who are Independent members of the Board, in which case references herein to the
“Committee” shall be deemed to include references to the Independent members of the Board. The Committee shall have
full and final authority, subject to and consistent with the provisions of the Plan, to select Eligible Persons to become Participants,
grant Awards, determine the type, number and other terms and conditions of, and all other matters relating to, Awards, prescribe
Award Agreements (which need not be identical for each Participant) and rules and regulations for the administration of the Plan,
construe and interpret the Plan and Award Agreements and correct defects, supply omissions or reconcile inconsistencies therein,
and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the
Plan. In exercising any discretion granted to the Committee under the Plan or pursuant to any Award, the Committee shall not be
required to follow past practices, act in a manner consistent with past practices, or treat any Eligible Person or Participant
in a manner consistent with the treatment of any other Eligible Persons or Participants.


 


(b)               
Manner of Exercise of Committee Authority. The Committee, and not the Board, shall exercise sole and exclusive
discretion (i) on any matter relating to a Participant then subject to Section 16 of the Exchange Act with respect to
the Company to the extent necessary in order that transactions by such Participant shall be exempt under Rule 16b-3 under the Exchange
Act, (ii) with respect to any Award that is intended to qualify as “performance-based compensation” under Section 162(m),
to the extent necessary in order for such Award to so qualify; and (iii) with respect to any Award to an Independent Director.
Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its Related Entities,
Eligible Persons, Participants, Beneficiaries, transferees under Section 10(b) hereof or other persons claiming rights from
or through a Participant, and shareholders. The express grant of any specific power to the Committee, and the taking of any action
by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers
or managers of the Company or any Related Entity, or committees thereof, the authority, subject to such terms and limitations as
the Committee shall determine, to perform such functions, including administrative functions as the Committee may determine to
the extent that such delegation will not result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants
subject to Section 16 of the Exchange Act in respect of the Company and will not cause Awards intended to qualify as “performance-based
compensation” under Code Section 162(m) to fail to so qualify. The Committee may appoint agents to assist it in administering
the Plan.


 


 


 






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(c)               
Limitation of Liability. The Committee and the Board, and each member thereof, shall be entitled to, in good
faith, rely or act upon any report or other information furnished to him or her by any officer or Employee, the Company’s
independent auditors, Consultants or any other agents assisting in the administration of the Plan. Members of the Committee and
the Board, and any officer or Employee acting at the direction or on behalf of the Committee or the Board, shall not be personally
liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted
by law, be fully indemnified and protected by the Company with respect to any such action or determination.


 


4.                  
Shares Subject to Plan.


 


(a)               
Limitation on Overall Number of Shares Available for Delivery Under Plan. Subject to adjustment as provided
in Section 10(c) hereof, the total number of Shares reserved and available for delivery under the Plan shall be five million
(5,000,000). Any Shares delivered under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury
shares.


 


(b)               
Application of Limitation to Grants of Awards. No Award may be granted if the number of Shares to be delivered
in connection with such an Award exceeds the number of Shares remaining available for delivery under the Plan, minus the number
of Shares deliverable in settlement of or relating to then outstanding Awards. The Committee may adopt reasonable counting procedures
to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments
if the number of Shares actually delivered differs from the number of Shares previously counted in connection with an Award.


 


(c)               
Availability of Shares Not Delivered under Awards and Adjustments to Limits.


 


i.                       
If any Awards are forfeited, expire or otherwise terminate without issuance of such Shares, or any Award is settled for
cash or otherwise does not result in the issuance of all or a portion of the Shares subject to such Award, the Shares to which
those Awards were subject, shall, to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance, again
be available for delivery with respect to Awards under the Plan, subject to Section 4(c)(iv) below.


 


ii.                       
In the event that any Option or other Award granted hereunder is exercised through the tendering of Shares (either actually
or by attestation) or by the withholding of Shares by the Company, or withholding tax liabilities arising from such option or other
award are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company,
then only the number of Shares issued net of the Shares tendered or withheld shall be counted for purposes of determining the maximum
number of Shares available for grant under the Plan.


 


iii.                      
Substitute Awards shall not reduce the Shares authorized for delivery under the Plan or authorized for delivery to a Participant
in any period. Additionally, in the event that a company acquired by the Company or any Related Entity or with which the Company
or any Related Entity combines has shares available under a pre-existing plan approved by its shareholders, the shares available
for delivery pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio
or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable
to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan
and shall not reduce the Shares authorized for delivery under the Plan; if and to the extent that the use of such Shares would
not require approval of the Company’s shareholders under the rules of the Listing Market.


 


iv.                     
Any Share that again becomes available for delivery pursuant to this Section 4(c) shall be added back as one (1) Share.


 


 


 






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v.                      
Notwithstanding anything in this Section 4(c) to the contrary but subject to adjustment as provided in Section 10(c)
hereof, the maximum aggregate number of Shares that may be delivered under the Plan as a result of the exercise of the Incentive
Stock Options shall be 5,000,000 Shares.


 


5.                  
Eligibility. Awards may be granted under the Plan only to Eligible Persons.


 


6.                  
Specific Terms of Awards.


 


(a)               
General. Awards may be granted on the terms and conditions set forth in this Section 6. In addition,
the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10(e)),
such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including
terms requiring forfeiture of Awards in the event of termination of the Participant’s Continuous Service and terms permitting
a Participant to make elections relating to his or her Award. Except as otherwise expressly provided herein, the Committee shall
retain full power and discretion to accelerate, waive or modify, at any time, any term or condition of an Award that is not mandatory
under the Plan. Except in cases in which the Committee is authorized to require other forms of consideration under the Plan, or
to the extent other forms of consideration must be paid to satisfy the requirements of Nevada law, no consideration other than
services may be required for the grant (as opposed to the exercise) of any Award.


 


(b)               
Options. The Committee is authorized to grant Options to any Eligible Person on the following terms and conditions:


 


i.                       
Exercise Price. Other than in connection with Substitute Awards, the exercise price per Share purchasable
under an Option shall be determined by the Committee, provided that such exercise price shall not be less than 100% of the Fair
Market Value of a Share on the date of grant of the Option and shall not, in any event, be less than the par value of a Share on
the date of grant of the Option. If an Employee owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d)
of the Code) more than 10% of the combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary
corporation of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) and an Incentive
Stock Option is granted to such Employee, the exercise price of such Incentive Stock Option (to the extent required by the Code
at the time of grant) shall be no less than 110% of the Fair Market Value of a Share on the date such Incentive Stock Option is
granted.


 


ii.                      
Time and Method of Exercise. The Committee shall determine the time or times at which or the circumstances
under which an Option may be exercised in whole or in part (including based on achievement of performance goals and/or future service
requirements), the time or times at which Options shall cease to be or become exercisable following termination of Continuous Service
or upon other conditions, the methods by which the exercise price may be paid or deemed to be paid (including in the discretion
of the Committee a cashless exercise procedure), the form of such payment, including, without limitation, cash, Shares (including
without limitation the withholding of Shares otherwise deliverable pursuant to the Award), other Awards or awards granted under
other plans of the Company or a Related Entity, or other property (including notes or other contractual obligations of Participants
to make payment on a deferred basis provided that such deferred payments are not in violation of Section 13(k) of the Exchange
Act, or any rule or regulation adopted thereunder or any other applicable law), and the methods by or forms in which Shares will
be delivered or deemed to be delivered to Participants.


 


iii.                      
Incentive Stock Options. The terms of any Incentive Stock Option granted under the Plan shall comply in all
respects with the provisions of Section 422 of the Code. Anything in the Plan to the contrary notwithstanding, no term of
the Plan relating to Incentive Stock Options (including any Stock Appreciation Right issued in tandem therewith) shall be interpreted,
amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify either the Plan
or any Incentive Stock Option under Section 422 of the Code, unless the Participant has first requested, or consents to, the
change that will result in such disqualification. Thus, if and to the extent required to comply with Section 422 of the Code,
Options granted as Incentive Stock Options shall be subject to the following special terms and conditions:


 


 


 






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		(A)	the Option shall not be exercisable for more than ten years after the date such Incentive Stock Option is granted; provided,
however, that if a Participant owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code)
more than 10% of the combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation
of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) and the Incentive Stock Option
is granted to such Participant, the term of the Incentive Stock Option shall be (to the extent required by the Code at the time
of the grant) for no more than five years from the date of grant; and



 


		(B)	The aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the Shares with respect
to which Incentive Stock Options granted under the Plan and all other option plans of the Company (and any parent corporation or
subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) that
become exercisable for the first time by the Participant during any calendar year shall not (to the extent required by the Code
at the time of the grant) exceed $100,000.



 


(c)               
Stock Appreciation Rights. The Committee may grant Stock Appreciation Rights to any Eligible Person in conjunction
with all or part of any Option granted under the Plan or at any subsequent time during the term of such Option (a “Tandem
Stock Appreciation Right”), or without regard to any Option (a “Freestanding Stock Appreciation Right”), in each
case upon such terms and conditions as the Committee may establish in its sole discretion, not inconsistent with the provisions
of the Plan, including the following:


 


i.                       
Right to Payment. A Stock Appreciation Right shall confer on the Participant to whom it is granted a right
to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one Share on the date of exercise over (B) the
grant price of the Stock Appreciation Right as determined by the Committee. The grant price of a Stock Appreciation Right shall
not be less than 100% of the Fair Market Value of a Share on the date of grant, in the case of a Freestanding Stock Appreciation
Right, or less than the associated Option exercise price, in the case of a Tandem Stock Appreciation Right.


 


ii.                       
Other Terms. The Committee shall determine at the date of grant or thereafter, the time or times at which
and the circumstances under which a Stock Appreciation Right may be exercised in whole or in part (including based on achievement
of performance goals and/or future service requirements), the time or times at which Stock Appreciation Rights shall cease to be
or become exercisable following termination of Continuous Service or upon other conditions, the method of exercise, method of settlement,
form of consideration payable in settlement, method by or forms in which Shares will be delivered or deemed to be delivered to
Participants, whether or not a Stock Appreciation Right shall be in tandem or in combination with any other Award, and any other
terms and conditions of any Stock Appreciation Right.


 


iii.                      
Tandem Stock Appreciation Rights. Any Tandem Stock Appreciation Right may be granted at the same time as the
related Option is granted or, for Options that are not Incentive Stock Options, at any time thereafter before exercise or expiration
of such Option. Any Tandem Stock Appreciation Right related to an Option may be exercised only when the related Option would be
exercisable and the Fair Market Value of the Shares subject to the related Option exceeds the exercise price at which Shares can
be acquired pursuant to the Option. In addition, if a Tandem Stock Appreciation Right exists with respect to less than the full
number of Shares covered by a related Option, then an exercise or termination of such Option shall not reduce the number of Shares
to which the Tandem Stock Appreciation Right applies until the number of Shares then exercisable under such Option equals the number
of Shares to which the Tandem Stock Appreciation Right applies. Any Option related to a Tandem Stock Appreciation Right shall no
longer be exercisable to the extent the Tandem Stock Appreciation Right has been exercised, and any Tandem Stock Appreciation Right
shall no longer be exercisable to the extent the related Option has been exercised.


 


 


 






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(d)               
Restricted Stock Awards. The Committee is authorized to grant Restricted Stock Awards to any Eligible Person
on the following terms and conditions:


 


i.                       
Grant and Restrictions. Restricted Stock Awards shall be subject to such restrictions on transferability,
risk of forfeiture and other restrictions, if any, as the Committee may impose, or as otherwise provided in this Plan during the
Restriction Period. The terms of any Restricted Stock Award granted under the Plan shall be set forth in a written Award Agreement
which shall contain provisions determined by the Committee and not inconsistent with the Plan. The restrictions may lapse separately
or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service
requirements), in such installments or otherwise, as the Committee may determine at the date of grant or thereafter. Except to
the extent restricted under the terms of the Plan and any Award Agreement relating to a Restricted Stock Award, a Participant granted
Restricted Stock shall have all of the rights of a shareholder, including the right to vote the Restricted Stock and the right
to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). During the
period that the Restriction Stock Award is subject to a risk of forfeiture, subject to Section 10(b) below and except as otherwise
provided in the Award Agreement, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined or otherwise
encumbered by the Participant.


 


ii.                       
Forfeiture. Except as otherwise determined by the Committee, upon termination of a Participant’s Continuous
Service during the applicable Restriction Period, the Participant’s Restricted Stock that is at that time subject to a risk
of forfeiture that has not lapsed or otherwise been satisfied shall be forfeited and reacquired by the Company; provided that,
subject to the limitations set forth in Section 6(j)(ii) hereof, the Committee may provide, by rule or regulation or in any
Award Agreement, or may determine in any individual case, that forfeiture conditions relating to Restricted Stock Awards shall
be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases
waive in whole or in part the forfeiture of Restricted Stock.


 


iii.                      
Certificates for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee
shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may
require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such
Restricted Stock, that the Company retain physical possession of the certificates, and that the Participant deliver a stock power
to the Company, endorsed in blank, relating to the Restricted Stock.


 


iv.                       
Dividends and Splits. As a condition to the grant of a Restricted Stock Award, the Committee may require or
permit a Participant to elect that any cash dividends paid on a Share of Restricted Stock be automatically reinvested in additional
Shares of Restricted Stock or applied to the purchase of additional Awards under the Plan. Unless otherwise determined by the Committee,
Shares distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject
to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Shares or other
property have been distributed.


 


(e)               
Deferred Stock Award. The Committee is authorized to grant Deferred Stock Awards to any Eligible Person on
the following terms and conditions:


 


i.                       
Award and Restrictions. Satisfaction of a Deferred Stock Award shall occur upon expiration of the deferral
period specified for such Deferred Stock Award by the Committee (or, if permitted by the Committee, as elected by the Participant).
In addition, a Deferred Stock Award shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee
may impose, if any, which restrictions may lapse at the expiration of the deferral period or at earlier specified times (including
based on achievement of performance goals and/or future service requirements), separately or in combination, in installments or
otherwise, as the Committee may determine. A Deferred Stock Award may be satisfied by delivery of Shares, cash equal to the Fair
Market Value of the specified number of Shares covered by the Deferred Stock, or a combination thereof, as determined by the Committee
at the date of grant or thereafter. Prior to satisfaction of a Deferred Stock Award, a Deferred Stock Award carries no voting or
dividend or other rights associated with Share ownership.


 


 


 






    	 	9	 



     

    

 


ii.                       
Forfeiture. Except as otherwise determined by the Committee, upon termination of a Participant’s Continuous
Service during the applicable deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award
Agreement evidencing the Deferred Stock Award), the Participant’s Deferred Stock Award that is at that time subject to a
risk of forfeiture that has not lapsed or otherwise been satisfied shall be forfeited; provided that, subject to the limitations
set forth in Section 6(j)(ii) hereof, the Committee may provide, by rule or regulation or in any Award Agreement, or may determine
in any individual case, that forfeiture conditions relating to a Deferred Stock Award shall be waived in whole or in part in the
event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture
of any Deferred Stock Award.


 


iii.                       
Dividend Equivalents. Unless otherwise determined by the Committee at the date of grant, any Dividend Equivalents
that are granted with respect to any Deferred Stock Award shall be either (A) paid with respect to such Deferred Stock Award
at the dividend payment date in cash or in Shares of unrestricted stock having a Fair Market Value equal to the amount of such
dividends, or (B) deferred with respect to such Deferred Stock Award and the amount or value thereof automatically deemed
reinvested in additional Deferred Stock, other Awards or other investment vehicles, as the Committee shall determine or permit
the Participant to elect. The applicable Award Agreement shall specify whether any Dividend Equivalents shall be paid at the dividend
payment date, deferred or deferred at the election of the Participant. If the Participant may elect to defer the Dividend Equivalents,
such election shall be made within 30 days after the grant date of the Deferred Stock Award, but in no event later than 12 months
before the first date on which any portion of such Deferred Stock Award vests.


 


(f)                
Bonus Stock and Awards in Lieu of Obligations. The Committee is authorized to grant Shares to any Eligible
Persons as a bonus, or to grant Shares or other Awards in lieu of obligations to pay cash or deliver other property under the Plan
or under other plans or compensatory arrangements, provided that, in the case of Eligible Persons subject to Section 16 of
the Exchange Act, the amount of such grants remains within the discretion of the Committee to the extent necessary to ensure that
acquisitions of Shares or other Awards are exempt from liability under Section 16(b) of the Exchange Act. Shares or Awards
granted hereunder shall be subject to such other terms as shall be determined by the Committee.


 


(g)               
Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to any Eligible Person entitling
the Eligible Person to receive cash, Shares, other Awards, or other property equal in value to the dividends paid with respect
to a specified number of Shares, or other periodic payments. Dividend Equivalents may be awarded on a free-standing basis or in
connection with another Award. The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or
shall be deemed to have been reinvested in additional Shares, Awards, or other investment vehicles, and subject to such restrictions
on transferability and risks of forfeiture, as the Committee may specify. Any such determination by the Committee shall be made
at the grant date of the applicable Award.


 


(h)               
Performance Awards. The Committee is authorized to grant Performance Awards to any Eligible Person payable
in cash, Shares, or other Awards, on terms and conditions established by the Committee, subject to the provisions of Section 8
if and to the extent that the Committee shall, in its sole discretion, determine that an Award shall be subject to those provisions.
The performance criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined
by the Committee upon the grant of each Performance Award; provided, however, that a Performance Period shall not be shorter than
12 months nor longer than 5 years. Except as provided in Section 9 or as may be provided in an Award Agreement, Performance
Awards will be distributed only after the end of the relevant Performance Period. The performance goals to be achieved for each
Performance Period shall be conclusively determined by the Committee and may be based upon the criteria set forth in Section 8(b),
or in the case of an Award that the Committee determines shall not be subject to Section 8 hereof, any other criteria that
the Committee, in its sole discretion, shall determine should be used for that purpose. The amount of the Award to be distributed
shall be conclusively determined by the Committee. Performance Awards may be paid in a lump sum or in installments following the
close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis.


 


 


 






    	 	10	 



     

    

 


(i)                
Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant
to any Eligible Person such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, Shares, as deemed by the Committee to be consistent with the purposes of the Plan. Other Stock-Based
Awards may be granted to Participants either alone or in addition to other Awards granted under the Plan, and such Other Stock-Based
Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan. The Committee shall
determine the terms and conditions of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted
under this Section 6(i) shall be purchased for such consideration, (including without limitation loans from the Company or
a Related Entity provided that such loans are not in violation of Section 13(k) of the Exchange Act, or any rule or regulation
adopted thereunder or any other applicable law) paid for at such times, by such methods, and in such forms, including, without
limitation, cash, Shares, other Awards or other property, as the Committee shall determine.


 


7.                  
Certain Provisions Applicable to Awards.


 


(a)               
Stand-Alone, Additional, Tandem, and Substitute Awards. Awards granted under the Plan may, in the discretion
of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award
or any award granted under another plan of the Company, any Related Entity, or any business entity to be acquired by the Company
or a Related Entity, or any other right of a Participant to receive payment from the Company or any Related Entity. Such additional,
tandem, and substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another
Award or award, the Committee shall require the surrender of such other Award or award in consideration for the grant of the new
Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans
of the Company or any Related Entity, in which the value of Shares subject to the Award is equivalent in value to the cash compensation
(for example, Deferred Stock or Restricted Stock), or in which the exercise price, grant price or purchase price of the Award in
the nature of a right that may be exercised is equal to the Fair Market Value of the underlying Shares minus the value of the cash
compensation surrendered (for example, Options or Stock Appreciation Right granted with an exercise price or grant price “discounted”
by the amount of the cash compensation surrendered), provided that any such determination to grant an Award in lieu of cash compensation
must be made in compliance with Section 409A of the Code.


 


(b)               
Term of Awards. The term of each Award shall be for such period as may be determined by the Committee; provided
that in no event shall the term of any Option or Stock Appreciation Right exceed a period of ten years (or in the case of an Incentive
Stock Option such shorter term as may be required under Section 422 of the Code).


 


(c)               
Form and Timing of Payment Under Awards; Deferrals. Subject to the terms of the Plan and any applicable Award
Agreement, payments to be made by the Company or a Related Entity upon the exercise of an Option or other Award or settlement of
an Award may be made in such forms as the Committee shall determine, including, without limitation, cash, Shares, other Awards
or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis, provided that any
determination to pay in installments or on a deferred basis shall be made by the Committee at the date of grant. Any installment
or deferral provided for in the preceding sentence shall, however, be subject to the Company’s compliance with applicable
law and all applicable rules of the Listing Market, and in a manner intended to be exempt from or otherwise satisfy the requirements
of Section 409A of the Code. Subject to Section 7(e) hereof, the settlement of any Award may be accelerated, and cash
paid in lieu of Shares in connection with such settlement, in the sole discretion of the Committee or upon occurrence of one or
more specified events (in addition to a Change in Control). Any such settlement shall be at a value determined by the Committee
in its sole discretion, which, without limitation, may in the case of an Option or Stock Appreciation Right be limited to the amount
if any by which the Fair Market Value of a Share on the settlement date exceeds the exercise or grant price. Installment or deferred
payments may be required by the Committee (subject to Section 7(e) of the Plan, including the consent provisions thereof in
the case of any deferral of an outstanding Award not provided for in the original Award Agreement) or permitted at the election
of the Participant on terms and conditions established by the Committee. The Committee may, without limitation, make provision
for the payment or crediting of a reasonable interest rate on installment or deferred payments or the grant or crediting of Dividend
Equivalents or other amounts in respect of installment or deferred payments denominated in Shares.


 


 


 






    	 	11	 



     

    

 


(d)               
Exemptions from Section 16(b) Liability. : If the It is the intent of the Company that the grant of any
Awards to or other transaction by a Participant who is subject to Section 16 of the Exchange Act shall be exempt from Section 16
pursuant to an applicable exemption (except for transactions acknowledged in writing to be non-exempt by such Participant). Accordingly,
if any provision of this Plan or any Award Agreement does not comply with the requirements of Rule 16b-3 then applicable to any
such transaction, such provision shall be construed or deemed amended to the extent necessary to conform to the applicable requirements
of Rule 16b-3 so that such Participant shall avoid liability under Section 16(b).


 


(e)               
Code Section 409A.


 


i.                       
The Award Agreement for any Award that the Committee reasonably determines to constitute a Section 409A Plan, and the
provisions of the Plan applicable to that Award, shall be construed in a manner consistent with the applicable requirements of
Section 409A, and the Committee, in its sole discretion and without the consent of any Participant, may amend any Award Agreement
(and the provisions of the Plan applicable thereto) if and to the extent that the Committee determines that such amendment is necessary
or appropriate to comply with the requirements of Section 409A of the Code.


 


ii.                       
If any Award constitutes a “nonqualified deferred compensation plan” under Section 409A of the Code (a
“Section 409A Plan”), then the Award shall be subject to the following additional requirements, if and to the extent
required to comply with Section 409A of the Code:


 


		(A)	Payments under the Section 409A Plan may not be made earlier than the first to occur of (u) the Participant’s
“separation from service”, (v) the date the Participant becomes “disabled”, (w) the Participant’s
death, (x) a “specified time (or pursuant to a fixed schedule)” specified in the Award Agreement at the date of
the deferral of such compensation, (y) a “change in the ownership or effective control of the corporation, or in the
ownership of a substantial portion of the assets” of the Company, or (z) the occurrence of an “unforeseeble emergency”;



 


		(B)	The time or schedule for any payment of the deferred compensation may not be accelerated, except to the extent provided in
applicable Treasury Regulations or other applicable guidance issued by the Internal Revenue Service;



 


		(C)	Any elections with respect to the deferral of such compensation or the time and form of distribution of such deferred compensation
shall comply with the requirements of Section 409A(a)(4) of the Code; and



 


		(D)	In the case of any Participant who is “specified employee”, a distribution on account of a “separation from
service” may not be made before the date which is six months after the date of the Participant’s “separation
from service” (or, if earlier, the date of the Participant’s death).



 


For purposes of the foregoing, the terms in quotations
shall have the same meanings as those terms have for purposes of Section 409A of the Code, and the limitations set forth herein
shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A
of the Code that are applicable to the Award. The Company does not make any representation to the Participant that any Awards awarded
under this Plan will be exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability
or other obligation to indemnify or hold harmless any Participant or Beneficiary for any tax, additional tax, interest or penalties
that any Participant or Beneficiary may incur in the event that any provision of this Plan, any Award Agreement, or any amendment
or modification thereof, or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.


 


 


 






    	 	12	 



     

    

 


iii.                     
Notwithstanding the foregoing, the Company does not make any representation to any Participant or Beneficiary that any Awards
made pursuant to this Plan are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability
or other obligation to indemnify or hold harmless the Participant or any Beneficiary for any tax, additional tax, interest or penalties
that the Participant or any Beneficiary may incur in the event that any provision of this Plan, or any Award Agreement, or any
amendment or modification thereof, or any other action taken with respect thereto, is deemed to violate any of the requirements
of Section 409A.


 


8.                  
Code Section 162(m) Provisions.


 


(a)               
Covered Employees. Unless otherwise specified by the Committee, the provisions of this Section 8 shall
be applicable to any Performance Award granted to an Eligible Person who is, or is likely to be, as of the end of the tax year
in which the Company would claim a tax deduction in connection with such Award, a Covered Employee.


 


(b)               
Performance Criteria. If a Performance Award is subject to this Section 8, then the payment or distribution
thereof or the lapsing of restrictions thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable,
shall be contingent upon achievement of one or more objective performance goals. Performance goals shall be objective and shall
otherwise meet the requirements of Section 162(m) of the Code and regulations thereunder including the requirement that the
level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially
uncertain.” One or more of the following business criteria for the Company, on a consolidated basis, and/or for Related Entities,
or for business or geographical units of the Company and/or a Related Entity (except with respect to the total shareholder return
and earnings per share criteria), shall be used by the Committee in establishing performance goals for such Awards: (1) earnings
per share; (2) revenues or margins; (3) cash flow; (4) operating margin; (5) return on net assets, investment,
capital, or equity; (6) economic value added; (7) direct contribution; (8) net income; pretax earnings; earnings
before interest and taxes; earnings before interest, taxes, depreciation and amortization; earnings after interest expense and
before extraordinary or special items; operating income or income from operations; income before interest income or expense, unusual
items and income taxes, local, state or federal and excluding budgeted and actual bonuses which might be paid under any ongoing
bonus plans of the Company; (9) working capital; (10) management of fixed costs or variable costs; (11) identification
or consummation of investment opportunities or completion of specified projects in accordance with corporate business plans, including
strategic mergers, acquisitions or divestitures; (12) total shareholder return; (13) debt reduction; (14) market
share; (15) entry into new markets, either geographically or by business unit; (16) customer retention and satisfaction;
(17) strategic plan development and implementation, including turnaround plans; and/or (18) the Fair Market Value of
a Share. Any of the above goals may be determined on an absolute or relative basis or as compared to the performance of a published
or special index deemed applicable by the Committee including, but not limited to, the Standard & Poor’s 500 Stock
Index or a group of companies that are comparable to the Company. In determining the achievement of the performance goals, the
Committee shall exclude the impact of any (i) restructurings, discontinued operations, extraordinary items, and other unusual
or non-recurring charges, (ii) event either not directly related to the operations of the Company or not within the reasonable
control of the Company’s management, or (iii) change in accounting standards required by generally accepted accounting
principles.


 


(c)               
Performance Period; Timing For Establishing Performance Goals. Achievement of performance goals in respect
of Performance Awards shall be measured over a Performance Period no shorter than 12 months and no longer than 5 years, as specified
by the Committee. Performance goals shall be established not later than 90 days after the beginning of any Performance Period applicable
to such Performance Awards, or at such other date as may be required or permitted for “performance-based compensation”
under Section 162(m) of the Code.


 


(d)               
Adjustments. The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made
in connection with Awards subject to this Section 8, but may not exercise discretion to increase any such amount payable to
a Covered Employee in respect of an Award subject to this Section 8. The Committee shall specify the circumstances in which
such Awards shall be paid or forfeited in the event of termination of Continuous Service by the Participant prior to the end of
a Performance Period or settlement of Awards.


 


 


 






    	 	13	 



     

    

 


(e)               
Committee Certification. No Participant shall receive any payment under the Plan that is subject to this Section 8
unless the Committee has certified, by resolution or other appropriate action in writing, that the performance criteria and any
other material terms previously established by the Committee or set forth in the Plan, have been satisfied to the extent necessary
to qualify as “performance based compensation” under Section 162(m) of the Code.


 


9.                  
Change in Control.


 


(a)               
Effect of “Change in Control.” If and only to the extent provided in any employment or other agreement
between the Participant and the Company or any Related Entity, or in any Award Agreement, or to the extent otherwise determined
by the Committee in its sole discretion and without any requirement that each Participant be treated consistently, upon the occurrence
of a “Change in Control,” as defined in Section 9(b):


 


i.                       
Any Option or Stock Appreciation Right that was not previously vested and exercisable as of the time of the Change in Control,
shall become immediately vested and exercisable, subject to applicable restrictions set forth in Section 10(a) hereof.


 


ii.                       
Any restrictions, deferral of settlement, and forfeiture conditions applicable to a Restricted Stock Award, Deferred Stock
Award or an Other Stock-Based Award subject only to future service requirements granted under the Plan shall lapse and such Awards
shall be deemed fully vested as of the time of the Change in Control, except to the extent of any waiver by the Participant and
subject to applicable restrictions set forth in Section 10(a) hereof.


 


iii.                       
With respect to any outstanding Award subject to achievement of performance goals and conditions under the Plan, the Committee
may, in its discretion, deem such performance goals and conditions as having been met as of the date of the Change in Control.


 


(b)               
Definition of “Change in Control” . Unless otherwise specified in any employment agreement between
the Participant and the Company or any Related Entity, or in an Award Agreement, a “Change in Control” shall mean the
occurrence of any of the following:


 


i.                       
The acquisition by any Person of Beneficial Ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of more than fifty percent (50%) of either (A) the value of then outstanding equity securities of the Company (the “Outstanding
Company Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to
vote generally in the election of directors (the “Outstanding Company Voting Securities) (the foregoing Beneficial Ownership
hereinafter being referred to as a “Controlling Interest”); provided, however, that for purposes of this Section 9(b),
the following acquisitions shall not constitute or result in a Change in Control: (v) any acquisition directly from the Company;
(w) any acquisition by the Company; (x) any acquisition by any Person that as of the Effective Date owns Beneficial Ownership
of a Controlling Interest; (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by
the Company or any Related Entity; or (z) any acquisition by any entity pursuant to a transaction which complies with clauses
(A), (B) and (C) of subsection (iii) below; or


 


ii.                       
During any period of three (3) consecutive years (not including any period prior to the Effective Date) individuals
who constitute the Board on the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least
a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election,
or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board; or


 


 


 






    	 	14	 



     

    

 


iii.                     
Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the
Company or any of its Related Entities, a sale or other disposition of all or substantially all of the assets of the Company, or
the acquisition of assets or equity of another entity by the Company or any of its Related Entities (each a “Business Combination”),
in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who
were the Beneficial Owners, respectively, of the Outstanding Company Stock and Outstanding Company Voting Securities immediately
prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the value of
the then outstanding equity securities and the combined voting power of the then outstanding voting securities entitled to vote
generally in the election of members of the board of directors (or comparable governing body of an entity that does not have such
a board), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity
which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly
or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person
(excluding any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination
or any Person that as of the Effective Date owns Beneficial Ownership of a Controlling Interest) beneficially owns, directly or
indirectly, fifty percent (50%) or more of the value of the then outstanding equity securities of the entity resulting from
such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent
that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the Board of Directors
or other governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or


 


iv.                     
Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.


 


10.              
General Provisions.


 


(a)               
Compliance With Legal and Other Requirements. The Company may, to the extent deemed necessary or advisable
by the Committee, postpone the issuance or delivery of Shares or payment of other benefits under any Award until completion of
such registration or qualification of such Shares or other required action under any federal or state law, rule or regulation,
listing or other required action with respect to the Listing Market, or compliance with any other obligation of the Company, as
the Committee, may consider appropriate, and may require any Participant to make such representations, furnish such information
and comply with or be subject to such other conditions as it may consider appropriate in connection with the issuance or delivery
of Shares or payment of other benefits in compliance with applicable laws, rules, and regulations, listing requirements, or other
obligations.


 


(b)               
Limits on Transferability; Beneficiaries. No Award or other right or interest granted under the Plan shall
be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of such Participant to any party,
or assigned or transferred by such Participant otherwise than by will or the laws of descent and distribution or to a Beneficiary
upon the death of a Participant, and such Awards or rights that may be exercisable shall be exercised during the lifetime of the
Participant only by the Participant or his or her guardian or legal representative, except that Awards and other rights (other
than Incentive Stock Options and Stock Appreciation Rights in tandem therewith) may be transferred to one or more Beneficiaries
or other transferees during the lifetime of the Participant, and may be exercised by such transferees in accordance with the terms
of such Award, but only if and to the extent such transfers are permitted by the Committee pursuant to the express terms of an
Award Agreement (subject to any terms and conditions which the Committee may impose thereon). A Beneficiary, transferee, or other
person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan
and any Award Agreement applicable to such Participant, except as otherwise determined by the Committee, and to any additional
terms and conditions deemed necessary or appropriate by the Committee.


 


 


 






    	 	15	 



     

    

 


(c)               
Adjustments.


 


i.                       
Adjustments to Awards. In the event that any extraordinary dividend or other distribution (whether in the
form of cash, Shares, or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off,
combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event affects the Shares
and/or such other securities of the Company or any other issuer such that a substitution, exchange, or adjustment is determined
by the Committee to be appropriate, then the Committee shall, in such manner as it may deem equitable, substitute, exchange or
adjust any or all of (A) the number and kind of Shares which may be delivered in connection with Awards granted thereafter,
(B) the number and kind of Shares by which annual per-person Award limitations are measured under Section 4 hereof, (C) the
number and kind of Shares subject to or deliverable in respect of outstanding Awards, (D) the exercise price, grant price
or purchase price relating to any Award and/or make provision for payment of cash or other property in respect of any outstanding
Award, and (E) any other aspect of any Award that the Committee determines to be appropriate.


 


ii.                       
Adjustments in Case of Certain Transactions. In the event of any merger, consolidation or other reorganization
in which the Company does not survive, or in the event of any Change in Control, any outstanding Awards may be dealt with in accordance
with any of the following approaches, without the requirement of obtaining any consent or agreement of a Participant as such, as
determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Committee:
(a) the continuation of the outstanding Awards by the Company, if the Company is a surviving entity, (b) the assumption
or substitution for, as those terms are defined in Section 9(a)(iv) hereof, the outstanding Awards by the surviving entity
or its parent or subsidiary, (c) full exercisability or vesting and accelerated expiration of the outstanding Awards, or (d) settlement
of the value of the outstanding Awards in cash or cash equivalents or other property followed by cancellation of such Awards (which
value, in the case of Options or Stock Appreciation Rights, shall be measured by the amount, if any, by which the Fair Market Value
of a Share exceeds the exercise or grant price of the Option or Stock Appreciation Right as of the effective date of the transaction).
The Committee shall give written notice of any proposed transaction referred to in this Section 10(c)(ii) at a reasonable
period of time prior to the closing date for such transaction (which notice may be given either before or after the approval of
such transaction), in order that Participants may have a reasonable period of time prior to the closing date of such transaction
within which to exercise any Awards that are then exercisable (including any Awards that may become exercisable upon the closing
date of such transaction). A Participant may condition his exercise of any Awards upon the consummation of the transaction.


 


iii.                     
Other Adjustments. The Committee (and the Board if and only to the extent such authority is not required to
be exercised by the Committee to comply with Section 162(m) of the Code) is authorized to make adjustments in the terms and
conditions of, and the criteria included in, Awards (including Performance Awards, or performance goals and conditions relating
thereto) in recognition of unusual or nonrecurring events (including, without limitation, acquisitions and dispositions of businesses
and assets) affecting the Company, any Related Entity or any business unit, or the financial statements of the Company or any Related
Entity, or in response to changes in applicable laws, regulations, accounting principles, tax rates and regulations or business
conditions or in view of the Committee’s assessment of the business strategy of the Company, any Related Entity or business
unit thereof, performance of comparable organizations, economic and business conditions, personal performance of a Participant,
and any other circumstances deemed relevant; provided that no such adjustment shall be authorized or made if and to the extent
that such authority or the making of such adjustment would cause Options, Stock Appreciation Rights, Performance Awards granted
pursuant to Section 8(b) hereof to Participants designated by the Committee as Covered Employees and intended to qualify as
“performance-based compensation” under Code Section 162(m) and the regulations thereunder to otherwise fail to
qualify as “performance-based compensation” under Code Section 162(m) and regulations thereunder. Adjustments
permitted hereby may include, without limitation, increasing the exercise price of Options and Stock Appreciation Rights, increasing
performance goals, or other adjustments that may be adverse to the Participant.


 


 


 






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(d)               
Taxes. The Company and any Related Entity are authorized to withhold from any Award granted, any payment relating
to an Award under the Plan, including from a distribution of Shares, or any payroll or other payment to a Participant, amounts
of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to take such
other action as the Committee may deem advisable to enable the Company or any Related Entity and Participants to satisfy obligations
for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to
withhold or receive Shares or other property and to make cash payments in respect thereof in satisfaction of a Participant’s
tax obligations, either on a mandatory or elective basis in the discretion of the Committee.


 


(e)               
Changes to the Plan and Awards. The Board may amend, alter, suspend, discontinue or terminate the Plan, or
the Committee’s authority to grant Awards under the Plan, without the consent of shareholders or Participants, except that
any amendment or alteration to the Plan shall be subject to the approval of the Company’s shareholders not later than the
annual meeting next following such Board action if such shareholder approval is required by any federal or state law or regulation
(including, without limitation, Rule 16b-3 or Code Section 162(m)) or the rules of the Listing Market, and the Board may otherwise,
in its discretion, determine to submit other such changes to the Plan to shareholders for approval; provided that, except as otherwise
permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Board action may materially and
adversely affect the rights of such Participant under the terms of any previously granted and outstanding Award. The Committee
may waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award theretofore granted and
any Award Agreement relating thereto, except as otherwise provided in the Plan; provided that, except as otherwise permitted by
the Plan or Award Agreement, without the consent of an affected Participant, no such Committee or the Board action may materially
and adversely affect the rights of such Participant under terms of such Award.


 


(f)                
Limitation on Rights Conferred Under Plan. Neither the Plan nor any action taken hereunder or under any Award
shall be construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant
or in the employ or service of the Company or a Related Entity; (ii) interfering in any way with the right of the Company
or a Related Entity to terminate any Eligible Person’s or Participant’s Continuous Service at any time, (iii) giving
an Eligible Person or Participant any claim to be granted any Award under the Plan or to be treated uniformly with other Participants
and Employees, or (iv) conferring on a Participant any of the rights of a shareholder of the Company including, without limitation,
any right to receive dividends or distributions, any right to vote or act by written consent, any right to attend meetings of shareholders
or any right to receive any information concerning the Company’s business, financial condition, results of operation or prospects,
unless and until such time as the Participant is duly issued Shares on the stock books of the Company in accordance with the terms
of an Award. None of the Company, its officers or its directors shall have any fiduciary obligation to the Participant with respect
to any Awards unless and until the Participant is duly issued Shares pursuant to the Award on the stock books of the Company in
accordance with the terms of an Award. Neither the Company nor any of the Company’s officers, directors, representatives
or agents is granting any rights under the Plan to the Participant whatsoever, oral or written, express or implied, other than
those rights expressly set forth in this Plan or the Award Agreement.


 


(g)               
Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded”
plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant or obligation to deliver
Shares pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater
than those of a general creditor of the Company; provided that the Committee may authorize the creation of trusts and deposit therein
cash, Shares, other Awards or other property, or make other arrangements to meet the Company’s obligations under the Plan.
Such trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise
determines with the consent of each affected Participant. The trustee of such trusts may be authorized to dispose of trust assets
and reinvest the proceeds in alternative investments, subject to such terms and conditions as the Committee may specify and in
accordance with applicable law.


 


(h)               
Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission to the shareholders
of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to
adopt such other incentive arrangements as it may deem desirable including incentive arrangements and awards which do not qualify
under Section 162(m) of the Code.


 


 


 






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(i)                
Payments in the Event of Forfeitures; Fractional Shares. Unless otherwise determined by the Committee, in
the event of a forfeiture of an Award with respect to which a Participant paid cash or other consideration, the Participant shall
be repaid the amount of such cash or other consideration. No fractional Shares shall be issued or delivered pursuant to the Plan
or any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such
fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.


 


(j)                
Governing Law. The validity, construction and effect of the Plan, any rules and regulations under the Plan,
and any Award Agreement shall be determined in accordance with the laws of the State of Nevada without giving effect to principles
of conflict of laws, and applicable federal law.


 


(k)               
Non-U.S. Laws. The Committee shall have the authority to adopt such modifications, procedures, and subplans
as may be necessary or desirable to comply with provisions of the laws of foreign countries in which the Company or its Related
Entities may operate to assure the viability of the benefits from Awards granted to Participants performing services in such countries
and to meet the objectives of the Plan.


 


(l)                
Plan Effective Date and Shareholder Approval; Termination of Plan. The Plan shall become effective on the
Effective Date, subject to subsequent approval, within 12 months of its adoption by the Board, by shareholders of the Company eligible
to vote in the election of directors, by a vote sufficient to meet the requirements of Code Sections 162(m) (if applicable) and
422, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any stock exchange or automated
quotation system on which the Shares may be listed or quoted, and other laws, regulations, and obligations of the Company applicable
to the Plan. Awards may be granted subject to shareholder approval, but may not be exercised or otherwise settled in the event
the shareholder approval is not obtained. The Plan shall terminate at the earliest of (a) such time as no Shares remain available
for issuance under the Plan, (b) termination of this Plan by the Board, or (c) the tenth anniversary of the Effective
Date. Awards outstanding upon expiration of the Plan shall remain in effect until they have been exercised or terminated, or have
expired.


 


 


 


 



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