Exhibit 10.43


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





 



 


Bonne
Santé Group, Inc.




2020 Stock Incentive Plan


 





 



 







 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



     


     


    

 


BONNE SANTÉ GROUP, INC.


2020 STOCK INCENTIVE PLAN


 


SECTION
1. PURPOSE.


 


The Plan was adopted by the
Board of Directors and Stockholders effective September 14, 2020. The purpose of the Plan is to offer selected Employees, Consultants
and Outside Directors the opportunity to acquire equity in the Company through awards of Options (which may constitute incentive stock
options or nonstatutory stock options) and the award or sale of Shares.


 


SECTION
2. DEFINITIONS.


 


“Board” shall mean the Board of Directors
of the Company, as constituted from time to time.


 


“Change in Control”
shall mean the occurrence of any of the following events:


 


(a) The
consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons
who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after
such merger, consolidation or other reorganization fifty percent (50%) or more of the voting power of the outstanding securities of each
of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity;


 


(b) The
consummation of the sale, transfer or other disposition of all or substantially all of the Company’s assets or the stockholder of
the Company approve a plan of complete liquidation of the Company; or


 


(c) Any
“person” (as defined below) who, by the acquisition or aggregation of securities, is or becomes the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%)
or more of the combined voting power of the Company’s then outstanding securities ordinarily (and apart from rights accruing under
special circumstances) having the right to vote at elections of directors (the “Base Capital Stock”); except that any
change in the relative beneficial ownership of the Company’s securities by any person resulting solely from a reduction in the aggregate
number of outstanding shares of Base Capital Stock, and any decrease thereafter in such person’s ownership of securities, shall
be disregarded until such person increases in any manner, directly or indirectly, such person’s beneficial ownership of any securities
of the Company.


 


The term “person”
shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude (1) a trustee or other fiduciary
holding securities under an employee benefit plan maintained by the Company or a Parent or Subsidiary and (2) a corporation owned directly
or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the Stock.


 


Notwithstanding the foregoing,
the term “Change in Control” shall not include (a) a transaction the sole purpose of which is to change the state of the Company’s
incorporation, (b) a transaction the sole purpose of which is to form a holding company that will be owned in substantially the same proportions
by the persons who held the Company’s securities immediately before such transaction, (c) a transaction the sole purpose of which
is to make an initial public offering of the Company’s Stock or (d) any change in the beneficial ownership of the securities of
the Company as a result of a private financing of the Company that is approved by the Board.


 


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


 






     


     


    

 


“Committee”
shall mean the committee designated by the Board, which is authorized to administer the Plan, as described in Section 3 hereof.


 


“Company”
shall mean Bonne Santé Group, Inc., a Delaware corporation.


 


“Consultant”
shall mean a consultant or advisor who is not an Employee or Outside Director and who performs bona fide services for the Company, a Parent
or Subsidiary.


 


“Disability”
shall mean a condition that renders an individual unable to engage in substantial gainful activity by reason of any medically determinable
physical or mental impairment.


 


“Employee”
shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary and who is an “employee” within
the meaning of section 3401(c) of the Code and regulations issued thereunder.


 


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


 


“Exercise Price”
shall mean the amount for which one Share may be purchased upon the exercise of an Option, as specified in a Stock Option Agreement.


 


“Fair Market Value”
means, with respect to a Share, the market price of one Share of Stock, determined by the Board in good faith. Such determination shall
be conclusive and binding on all persons.


 


“ISO” shall
mean an incentive stock option described in section 422(b) of the Code.


 


“NSO” shall
mean a stock option that is not an ISO.


 


“Option”
shall mean an ISO or NSO granted under the Plan and entitling the holder to purchase Shares.


 


“Optionee”
shall mean a person that holds an Option.


 


“Outside Director”
shall mean a member of the Board of the Company, a Parent or a Subsidiary who is not an Employee.


 


“Parent”
shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations
other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan
shall be considered a Parent commencing as of such date.


 


“Plan”
shall mean the Bonne Santé Group, Inc. 2020 Stock Incentive Plan.


 


“Purchase Price”
shall mean the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option).


 


“Purchaser”
shall mean a person to whom the Board has offered the right to acquire Shares under the Plan (other than upon exercise of an Option).


 


“Restricted Stock
Award Agreement” shall mean the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains
the terms, conditions and restrictions pertaining to the acquisition of such Shares.


 






    2


     


    

 


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


 


“Service”
shall mean service as an Employee, a Consultant or an Outside Director, subject to such further limitations as may be set forth in the
applicable Stock Option Agreement or Restricted Stock Award Agreement. Service shall be deemed to continue during a bona fide leave of
absence approved by the Company in writing if and to the extent that continued crediting of Service for purposes of the Plan is expressly
required by the terms of such leave or by applicable law, as determined by the Company. However, for purposes of determining whether an
Option is entitled to ISO status, and to the extent required under the Code, an Employee’s employment will be treated as terminating
three (3) months after such Employee went on leave, unless such Employee’s right to return to active work is guaranteed by law or
by a contract or such Employee immediately returns to active work. The Company determines which leaves count toward Service, and when
Service terminates for all purposes under the Plan.


 


“Share”
shall mean one share of Stock, as adjusted in accordance with Section 9 (if applicable).


 


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


 


“Stock Option Agreement”
shall mean the agreement between the Company and an Optionee which contains the terms, conditions and restrictions pertaining to the Optionee’s
Option.


 


“Subsidiary”
means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations
other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date
after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.


 


“Ten-Percent Stockholder”
means an individual who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the
Company, its Parent or any of its Subsidiaries. In determining stock ownership for purposes herein, the attribution rules of section 424(d)
of the Code shall be applied.


 


SECTION
3. ADMINISTRATION.


 


3.1 General Rule.
The Plan shall be administered by the Board. However, the Board may delegate any or all administrative functions under the Plan
otherwise exercisable by the Board to one or more Committees. Each Committee shall consist of at least two directors of the Board
who have been appointed by the Board. Each Committee shall have the authority and be responsible for such functions as the Board has
assigned to it. If a Committee has been appointed, any reference to the Board in the Plan shall be construed as a reference to the
Committee to whom the Board has assigned a particular function.


 


3.2 Board Authority and
Responsibility. Subject to the provisions of the Plan, the Board shall have full authority and discretion to take any actions it
deems necessary or advisable for the administration of the Plan. All decisions, interpretations and any other actions of the Board with
respect to the Plan shall be final and binding on all persons deriving rights under the Plan.


 


SECTION
4. ELIGIBILITY.


 


4.1 General Rule. Only
Employees shall be eligible for the grant of ISOs. Only Employees, Consultants and Outside Directors shall be eligible for the grant
of NSOs or the award or sale of Shares.


 






    3


     


    

 


SECTION
5. STOCK SUBJECT TO PLAN.


 


5.1 Share Limit. Subject
to Sections 5.2 and 9, the aggregate number of Shares which may be issued under the Plan shall not exceed 2,000,000 Shares. The number
of Shares which are subject to Options or other rights outstanding at any time shall not exceed the number of Shares which then remain
available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient
Shares to satisfy the requirements of the Plan. Shares offered under the Plan may be authorized but unissued Shares.


 


5.2 Additional Shares.
In the event that any outstanding Option or other right expires or is canceled for any reason, the Shares allocable to the unexercised
portion of such Option or other right shall remain available for issuance pursuant to the Plan. If a Share previously issued under the
Plan is reacquired by the Company pursuant to a forfeiture provision, then such Share shall again become available for issuance under
the Plan.


 


SECTION
6. RESTRICTED STOCK.


 


6.1 Restricted Stock Award
Agreement. Each award or sale of Shares under the Plan (other than upon exercise of an Option) shall be evidenced by a Restricted
Stock Award Agreement between the Purchaser and the Company. Such award or sale shall be subject to all applicable terms and conditions
of the Plan and may be subject to any other terms and conditions imposed by the Board, as set forth in the Restricted Stock Award Agreement,
that are not inconsistent with the Plan. The provisions of the various Restricted Stock Award Agreements entered into under the Plan
need not be identical.


 


6.2 Duration of Offers
and Nontransferability of Purchase Rights. Any right to acquire Shares (other than an Option) shall automatically expire if not exercised
by the Purchaser within thirty (30) days after the Company communicates the grant of such right to the Purchaser. Such right shall be
nontransferable and shall be exercisable only by the Purchaser to whom the right was granted.


 


6.3 Purchase Price. The
Board shall determine the amount of the Purchase Price in its sole discretion. The Purchase Price shall be payable in a form described
in Section 8.


 


6.4 Repurchase Rights
and Transfer Restrictions. Each award or sale of Shares shall be subject to such forfeiture conditions, rights of repurchase, rights
of first refusal and other transfer restrictions as the Board may determine, subject to the requirements of Section 10. Such restrictions
shall be set forth in the applicable Restricted Stock Award Agreement and shall apply in addition to any restrictions otherwise applicable
to holders of Shares generally.


 


SECTION
7. STOCK OPTIONS.


 


7.1 Stock Option Agreement.
Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. The Option
shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions imposed by the
Board, as set forth in the Stock Option Agreement, which are not inconsistent with the Plan. The provisions of the various Stock Option
Agreements entered into under the Plan need not be identical.


 


7.2 Number of Shares;
Kind of Option. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for
the adjustment of such number in accordance with Section 9. The Stock Option Agreement shall also specify whether the Option is intended
to be an ISO or an NSO.


 






    4


     


    

 


7.3 Exercise Price. Each
Stock Option Agreement shall set forth the Exercise Price, which shall be payable in a form described in Section 8. Subject to the following
requirements, the Exercise Price under any Option shall be determined by the Board in its sole discretion:


 


(a) Minimum
Exercise Price for ISOs. The Exercise Price per Share of an ISO shall not be less than one hundred percent (100%) of the Fair
Market Value of a Share on the date of grant; provided, however, that the Exercise Price per Share of an ISO granted to a Ten-Percent
Stockholder shall not be less than one hundred ten percent (110%) of the Fair Market Value of a Share on the date of grant.


 


(b) Minimum
Exercise Price for NSOs. The Exercise Price per Share of an NSO shall not be less than one-hundred percent (100%) of the Fair
Market Value of a Share on the date of grant.


 


7.4 Term. Each Stock
Option Agreement shall specify the term of the Option. The term of an Option shall in no event exceed ten (10) years from the date of
grant. The term of an ISO granted to a Ten-Percent Stockholder shall not exceed five (5) years from the date of grant. Subject to the
foregoing, the Board in its sole discretion shall determine when an Option shall expire.


 


7.5 Exercisability. Each
Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable; provided, however,
that no Option shall be exercisable unless the Optionee has delivered to the Company an executed copy of the Stock Option Agreement.
Subject to the following restrictions, the Board in its sole discretion shall determine when all or any installment of an Option is to
become exercisable and may, in its discretion, provide for accelerated exercisability in the event of a Change in Control or other events:


 


(a) Options
Granted to Outside Directors. The exercisability of an Option granted to an Optionee for service as an Outside Director shall
be automatically accelerated in full in the event of a Change in Control.


 


(b) Early
Exercise. A Stock Option Agreement may permit the Optionee to exercise the Option as to Shares that are subject to a right of
repurchase by the Company in accordance with the requirements of Section 10.


 


7.6 Repurchase Rights
and Transfer Restrictions. Shares purchased on exercise of Options shall be subject to such forfeiture conditions, rights of repurchase,
rights of first refusal and other transfer restrictions as the Board may determine, subject to the requirements of Section 10. Such restrictions
shall be set forth in the applicable Stock Option Agreement and shall apply in addition to any restrictions otherwise applicable to holders
of Shares generally.


 


7.7 Transferability of
Options. During an Optionee’s lifetime, his or her Options shall be exercisable only by the Optionee or by the Optionee’s
guardian or legal representatives, and shall not be transferable other than by beneficiary designation, will or the laws of descent and
distribution. Notwithstanding the foregoing, however, to the extent permitted by the Board in its sole discretion, an NSO may be transferred
by the Optionee to a revocable trust or to one or more family members or a trust established for the benefit of the Optionee and/or one
or more family members to the extent permitted Rule 701 of the Securities Act and applicable state securities laws.


 


7.8 Exercise of Options
on Termination of Service. Each Option shall set forth the extent to which the Optionee shall have the right to exercise the Option
following termination of the Optionee’s Service. Each Stock Option Agreement shall provide the Optionee with the right to exercise
the Option following the Optionee’s termination of Service during the Option term, to the extent the Option was exercisable for
vested Shares upon termination of Service, for at least thirty (30) days if termination of Service is due to any reason other than cause,
death or Disability, and for at least six (6) months after termination of Service if due to death or Disability (but in no event later
than the expiration of the Option term). If the Optionee’s Service is terminated for cause, the Stock Option Agreement may provide
that the Optionee’s right to exercise the Option terminates immediately on the effective date of the Optionee’s termination.
To the extent the Option was not exercisable for vested Shares upon termination of Service, the Option shall terminate when the Optionee’s
Service terminates. Subject to the foregoing, such provisions shall be determined in the sole discretion of the Board, need not be uniform
among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.


 






    5


     


    

 


7.9 No Rights as a Stockholder.
An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder with respect to any Shares covered by the Option
until such person becomes entitled to receive such Shares by filing a notice of exercise and paying the Exercise Price pursuant to the
terms of the Option. No adjustments shall be made, except as provided in Section 9.


 


7.10 Modification, Extension
and Renewal of Options. Within the limitations of the Plan, the Board may modify, extend or renew outstanding Options or may accept
the cancellation of outstanding Options (to the extent not previously exercised), whether or not granted hereunder, in return for the
grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price. The foregoing notwithstanding,
no modification of an Option shall, without the consent of the Optionee, materially impair his or her rights or increase the Optionee’s
obligations under such Option.


 


SECTION
8. PAYMENT FOR SHARES.


 


8.1 General. The entire
Purchase Price or Exercise Price of Shares issued under the Plan shall be payable in cash, cash equivalents or one of the other forms
provided in this Section.


 


8.2 Surrender of Stock.
To the extent permitted by the Board in its sole discretion, payment may be made in whole or in part by surrendering (in good form
for transfer), or attesting to ownership of, Shares which have already been owned by the Optionee; provided, however, that payment may
not be made in such form if such action would cause the Company to recognize any (or additional) compensation expense with respect to
the Option for financial reporting purposes. Such Shares shall be valued at their Fair Market Value on the date of Option exercise.


 


8.3 Services Rendered.
As determined by the Board in its discretion, Shares may be awarded under the Plan in consideration of past services rendered to
the Company, a Parent or Subsidiary.


 


8.4 Promissory Notes.
To the extent permitted by the Board in its sole discretion, payment may be made in whole or in part with a full-recourse promissory
note executed by the Optionee or Purchaser. The interest rate payable under the promissory note shall not be less than the minimum rate
required to avoid the imputation of income for U.S. federal income tax purposes. Shares shall be pledged as security for payment of the
principal amount of the promissory note, and interest thereon; provided that if the Optionee or Purchaser is a Consultant, such note
must be collateralized with such additional security to the extent required by applicable laws. In no event shall the stock certificate(s)
representing such Shares be released to the Optionee or Purchaser until such note is paid in full. Subject to the foregoing, the Board
shall determine the term, interest rate and other provisions of the note.


 


8.5 Exercise/Sale. To
the extent permitted by the Board in its sole discretion, and if a public market for the Shares exists, payment may be made in whole
or in part by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company
to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of all or part of the Exercise Price and any
withholding taxes.


 






    6


     


    

 


8.6 Exercise/Pledge. To
the extent permitted by the Board in its sole discretion, and if a public market for the Shares exists, payment may be made in whole
or in part by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker or lender approved by
the Company to pledge Shares, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of all
or part of the Exercise Price and any withholding taxes.


 


8.7 Other Forms of Payment.
To the extent permitted by the Board in its sole discretion, payment may be made in any other form that is consistent with applicable
laws, regulations and rules.


 


SECTION
9. ADJUSTMENT OF SHARES.


 


9.1 General. In the
event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a declaration of an extraordinary dividend
payable in a form other than Shares in an amount that has a material effect on the Fair Market Value of the Stock, a combination or consolidation
of the outstanding Stock into a lesser number of Shares, a recapitalization, a spin-off, a reclassification, or a similar occurrence,
the Board shall make equitable adjustments to the following: (a) the number of Shares available for future awards under Section
5; (b) the number of Shares covered by each outstanding Option; (c) the Exercise Price under each outstanding Option; and (d) the
price of Shares subject to the Company’s right of repurchase.


 


9.2 Dissolution or Liquidation.
To the extent not previously exercised or settled, Options shall terminate immediately prior to the dissolution or liquidation of
the Company.


 


9.3 Mergers and Consolidations.
In the event that the Company is a party to a merger or other consolidation, or in the event of a transaction providing for the sale
of all or substantially all of the Company’s stock or assets, outstanding Options shall be subject to the agreement of merger,
consolidation or sale. Such agreement may provide for one or more of the following: (a) the continuation of the outstanding Options
by the Company, if the Company is a surviving corporation; (b) the assumption of the Plan and outstanding Options by the surviving
corporation or its parent; (c) the substitution by the surviving corporation or its parent of options with substantially the same
terms for such outstanding Options; (d) immediate exercisability of such outstanding Options followed by the cancellation of such
Options; or (e) settlement of the intrinsic value of the outstanding Options (whether or not then exercisable) in cash or cash equivalents
or equity (including cash or equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to such
Options or the underlying Shares) followed by the cancellation of such Options; in each case without the Optionee’s consent.


 


9.4 Reservation of Rights.
Except as provided in this Section 9, an Optionee or offeree shall have no rights by reason of any subdivision or consolidation of
shares of stock of any class, the payment of any dividend or any other increase or decrease in the number of shares of stock of any class.
Any issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The grant
of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.


 


SECTION
10. REPURCHASE RIGHTS.


 


The Company shall have the
right to repurchase Shares that have been acquired through an award or sale of Shares or exercise of an Option upon termination of the
Purchaser’s or Optionee’s Service if provided in the applicable Restricted Stock Award Agreement or Stock Option Agreement.
The Board in its sole discretion shall determine when the right to repurchase shall lapse as to all or any portion of the Shares, and
may, in its discretion, provide for accelerated vesting in the event of a Change in Control or other events; provided, however, that the
right to repurchase shall lapse as to all of the Shares issued to an Outside Director for service as an Outside Director in the event
of a Change in Control.


 






    7


     


    

 


SECTION
11. WITHHOLDING AND OTHER TAXES.


 


11.1 General. An Optionee
or Purchaser or his or her successor shall pay, or make arrangements satisfactory to the Board for the satisfaction of, any federal,
state, local or foreign withholding tax obligations that may arise in connection with the Plan. The Company shall not be required to
issue any Shares or make any cash payment under the Plan until such obligations are satisfied.


 


11.2 Share Withholding.
The Board may permit an Optionee or Purchaser to satisfy all or part of his or her withholding or income tax obligations by having
the Company withhold all or a portion of any Shares that would otherwise would be issued to him or her upon exercise of an Option, or
by surrendering all or a portion of any Shares that he or she previously acquired; provided, however, that in no event may an Optionee
or Purchaser surrender Shares in excess of the legally required withholding amount based on the minimum statutory withholding rates for
federal and state tax purposes that apply to supplemental taxable income. Such Shares shall be valued at their Fair Market Value on the
date when taxes otherwise would be withheld in cash. Any payment of taxes by assigning Shares to the Company may be subject to restrictions,
including any restrictions required by rules of any federal or state regulatory body or other authority. All elections by Optionees or
Purchasers to have Shares withheld for this purpose shall be made in such form and under such conditions as the Board may deem necessary
or advisable.


 


11.3 Cashless Exercise/Pledge.
The Board may provide that if Company Shares are publicly traded at the time of exercise, arrangements may be made to meet the Optionee’s
or Purchaser’s withholding obligation by cashless exercise or pledge.


 


11.4 Other Forms of Payment.
The Board may permit such other means of tax withholding as it deems appropriate.


 


11.5 Employer Fringe Benefit
Taxes. To the extent permitted by applicable federal, state, local and foreign law, an Optionee or Purchaser shall be liable for
any fringe benefit tax that may be payable by the Company and/or the Optionee’s or Purchaser’s employer in connection with
any award granted to the Optionee or Purchaser under the Plan, which the Company and/or employer may collect by any reasonable method
established by the Company and/or employer.


 


SECTION
12. SECURITIES LAW REQUIREMENTS.


 


12.1 General. Shares
shall not be issued under the Plan unless the issuance and delivery of such Shares complies with (or is exempt from) all applicable requirements
of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and
regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be
listed.


 


12.2 Dividend Rights.
A Restricted Stock Award Agreement may require that the holders of Shares invest any cash dividends received in additional Shares.
Such additional Shares shall be subject to the same conditions and restrictions as the award with respect to which the dividends were
paid.


 






    8


     


    

 


SECTION
13. NO RETENTION RIGHTS.


 


No provision of the Plan,
or any right or Option granted under the Plan, shall be construed to give any Optionee or Purchaser any right to become an Employee, to
be treated as an Employee, or to continue in Service for any period of time, or restrict in any way the rights of the Company (or Parent
or subsidiary to whom the Optionee or Purchaser provides Service), which rights are expressly reserved, to terminate the Service of such
person at any time and for any reason, with or without cause, without thereby incurring any liability to him or her.


 


SECTION
14. DURATION AND AMENDMENTS.


 


14.1 Term of the Plan.
The Plan, as set forth herein, shall become effective on the date of its adoption by the Board, subject to the approval of the Company’s
stockholders. In the event that the stockholders fail to approve the Plan within twelve (12) months after its adoption by the Board,
any grants, exercises or sales that have already occurred under the Plan shall be rescinded, and no additional grants, exercises or sales
shall be made under the Plan after such date. The Plan shall terminate automatically ten (10) years after its adoption by the Board.
The Plan may be terminated on any earlier date pursuant to Section 14.2 below.


 


14.2 Right to Amend or
Terminate the Plan. The Board may amend, suspend, or terminate the Plan at any time and for any reason. An amendment of the Plan
shall not be subject to the approval of the Company’s stockholders unless it (a) increases the number of Shares available
for issuance under the Plan (except as provided in Section 9) or (b) materially changes the class of persons who are eligible for
the grant of Options or the award or sale of Shares.


 


14.3 Effect of Amendment
or Termination. No Shares shall be issued or sold under the Plan after the termination thereof, except upon exercise of an Option
granted prior to such termination. The termination of the Plan, or any amendment thereof, shall not adversely affect any Shares previously
issued or any Option previously granted under the Plan without the holder’s consent.


 


To record the adoption of
the Plan by the Board on September 14, 2020, effective on such date, the Company has caused its authorized officer to execute the same.


 


	 	Bonne Santé Group, Inc.
	 	 	 
	 	By:	/s/ Darren Minton
	 	Name: 	Darren Minton
	 	Title:	President



 


 


9