Exhibit 10.11


 


DEHAIER MEDICAL SYSTEMS LIMITED 


 


2014 SHARE INCENTIVE PLAN 


 


1. Purpose and Effective Date.


 


(a) The purpose of the Dehaier
Medical Systems Limited 2014 Share Incentive Plan (the “Plan”) is to further the long term stability and financial
success of Dehaier Medical Systems Limited (the “Company”) by attracting and retaining personnel, including employees,
non-employee directors, and consultants, through the use of stock incentives. It is believed that ownership of Company stock will
stimulate the efforts of those employees upon whose judgment, interest and efforts the Company is and will be largely dependent
for the successful conduct of its business.


 


(b) The Plan was recommended
for approval by the Board of Directors on June 26, 2014. The Plan was approved by the shareholders of the Company on July 28, 2014
(the “Effective Date”).


 


2. Definitions.


 


(a) Act. The Securities
Exchange Act of 1934, as amended.


 


(b) Affiliate.
The meaning assigned to the term “affiliate” under Rule 12b-2 of the Act.


 


(c) Applicable Withholding
Taxes. The aggregate amount of federal, state and local income and payroll taxes that the Company is required to withhold (based
on the minimum applicable statutory withholding rates) in connection with any exercise of an Option or the award, lapse of restrictions
or payment with respect to Restricted Stock.


 


(d) Award. The
award of an Option or Restricted Stock under the Plan.


 


(e) Beneficiary.
The person or persons entitled to receive a benefit pursuant to an Award upon the death of a Participant.


 


(f) Board. The
Board of Directors of the Company.


 


(g) Cause. Dishonesty,
fraud, misconduct, gross incompetence, gross negligence, breach of a material fiduciary duty, material breach of an agreement with
the Company, unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime
punishable by law (except minor violations), in each case as determined by the Committee, which determination shall be binding.
Notwithstanding the foregoing, if “Cause” is defined in an employment agreement between a Participant and the Company,
“Cause” shall have the meaning assigned to it in such agreement.


 


(h) Change of Control.


 


(i) The acquisition by any
unrelated person of beneficial ownership (as that term is used for purposes of the Act) of 50% or more of the then outstanding
common shares of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to
vote generally in the election of directors. The term “unrelated person” means any person other than (x) the Company
and its subsidiaries, (y) an employee benefit plan or related trust sponsored by the Company or its subsidiaries, and (z) a
person who acquires stock of the Company pursuant to an agreement with the Company that is approved by the Board in advance of
the acquisition. For purposes of this subsection, a “person” means an individual, entity or group, as that term is
used for purposes of the Act;


 


(ii) Any tender or exchange
offer, merger or other business combination, sale of assets or any combination of the foregoing transactions, and the Company is
not the surviving corporation; and


 






    	 



    	 



    

 


(iii) A liquidation of the
Company.


 


(i) Code. The Internal
Revenue Code of 1986, as amended.


 


(j) Committee.
The Compensation Committee of the Board.


 


(k) Company. Dehaier
Medical Systems Limited


 


(l) Company Stock.
The common shares of the Company. In the event of a change in the capital structure of the Company (as provided in Section 12
below), the shares resulting from such a change shall be deemed to be Company Stock within the meaning of the Plan.


 


(m) Consultant.
A person rendering services to the Company who is not an “employee” for purposes of employment tax withholding under
the Code.


 


(n) Corporate Change.
A consolidation, merger, dissolution or liquidation of the Company, or a sale or distribution of assets or stock (other than in
the ordinary course of business) of the Company; provided that, unless the Committee determines otherwise, a Corporate Change shall
only be considered to have occurred with respect to Participants whose business unit is affected by the Corporate Change.


 


(o) Date of Grant.
The date as of which an Award is made by the Committee.


 


(p) Disability or Disabled.
As to an Incentive Stock Option, a Disability within the meaning of Code Section 22(e)(3). As to all other Incentive Awards,
the Committee shall determine whether a Disability exists and such determination shall be conclusive.


 


(q) Fair Market Value.


 


(i) If Company Stock is traded
on a national securities exchange, the average of the highest and lowest registered sales prices of Company Stock on such exchange;


 


(ii) If Company Stock is traded
in the over-the-counter market, the average between the closing bid and asked prices as reported by the NASDAQ Stock Market; or


 


(iii) If shares of Company
Stock are not publicly traded, the Fair Market Value shall be determined by the Committee using any reasonable method in good faith.


 


Fair Market Value shall be determined as of the applicable date
specified in the Plan or, if there are no trades on such date, the value shall be determined as of the last preceding day on which
Company Stock is traded.


 


(r) Incentive Stock
Option. An Option intended to meet the requirements of, and qualify for favorable Federal income tax treatment under, Code
Section 422.


 


(s) Nonstatutory Stock
Option. An Option that does not meet the requirements of Code Section 422, or that is otherwise not intended to be an
Incentive Stock Option and is so designated.


 


(t) Option. A right
to purchase Company Stock granted under the Plan, at a price determined in accordance with the Plan.


 


(u) Participant.
Any individual who receives an Award under the Plan.


 


(v) Restricted Stock.
Company Stock awarded upon the terms and subject to the restrictions set forth in Section 7 below.


 


(w) Rule 16b-3.
Rule 16b-3 of the Act, including any corresponding subsequent rule or any amendments to Rule 16b-3 enacted after the effective
date of the Plan.


 






    	 



    	 



    

 


(x) 10% Shareholder.
A person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of
stock of the Company or an Affiliate. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).


 


3. General. Awards of Options
and Restricted Stock may be granted under the Plan. Options granted under the Plan may be Incentive Stock Options or Nonstatutory
Stock Options.


 


4. Stock. The maximum number
of shares of Company Stock that may be granted pursuant to this Plan shall not exceed ten percent of the number of issued and outstanding
shares of Company Stock as of December 31 of the immediately preceding fiscal year. Subject to Section 12 of the Plan, there
shall be reserved for issuance under the Plan that number of unissued shares of Company Stock equal to ten percent of the number
of issued and outstanding shares of Company Stock. Shares allocable to Options granted under the Plan that expire or otherwise
terminate unexercised and shares that are forfeited pursuant to restrictions on Restricted Stock awarded under the Plan may again
be subjected to an Award under this Plan. For purposes of determining the number of shares that are available for Awards under
the Plan, such number shall, if permissible under Rule 16b-3, include the number of shares surrendered by a Participant or retained
by the Company (a) in connection with the exercise of an Option or (b) in payment of Applicable Withholding Taxes.


 


5. Eligibility.


 


(a) Any employee of, non-employee
director of, or Consultant to the Company or its affiliates, who, in the judgment of the Committee, has contributed or can be expected
to contribute to the profits or growth of the Company is eligible to become a Participant. The Committee shall have the power and
complete discretion, as provided in Section 14, to select eligible Participants and to determine for each Participant the
terms, conditions and nature of the Award and the number of shares to be allocated as part of the Award; provided, however, that
any award made to a member of the Committee must be approved by the Board. The Committee is expressly authorized to make an Award
to a Participant conditioned on the surrender for cancellation of an existing Award.


 


(b) The grant of an Award shall
not obligate the Company to pay an employee any particular amount of remuneration, to continue the employment of the employee after
the grant or to make further grants to the employee at any time thereafter.


 


(c) Non-employee directors
and Consultants shall not be eligible to receive the Award of an Incentive Stock Option.


 


6. Stock Options.


 


(a) Whenever the Committee
deems it appropriate to grant Options, notice shall be given to the Participant stating the number of shares for which Options
are granted, the Option price per share, whether the options are Incentive Stock Options or Nonstatutory Stock Options, and the
conditions to which the grant and exercise of the Options are subject. This notice, when duly accepted in writing by the Participant,
shall become a stock option agreement between the Company and the Participant.


 


(b) The Committee shall establish
the exercise price of Options. The exercise price of an Incentive Stock Option shall be not less than 100% of the Fair Market Value
of such shares on the Date of Grant, provided that if the Participant is a 10% Shareholder, the exercise price of an Incentive
Stock Option shall be not less than 110% of the Fair Market Value of such shares on the Date of Grant. The exercise price of a
Nonstatutory Stock Option Award shall not be less than 100% of the Fair Market Value of the shares of Company Stock covered by
the Option on the Date of Grant.


 


(c) Options may be exercised
in whole or in part at such times as may be specified by the Committee in the Participant’s stock option agreement. The Committee
may impose such vesting conditions and other requirements as the Committee deems appropriate, and the Committee may include such
provisions regarding a Change of Control or Corporate Change as the Committee deems appropriate.


 






    	 



    	 



    

 


(d) The Committee shall establish
the term of each Option in the Participant’s stock option agreement. The term of an Incentive Stock Option shall not be longer
than ten years from the Date of Grant, except that an Incentive Stock Option granted to a 10% Shareholder may not have a term in
excess of five years. No option may be exercised after the expiration of its term or, except as set forth in the Participant’s
stock option agreement, after the termination of the Participant’s employment. The Committee shall set forth in the Participant’s
stock option agreement when, and under what circumstances, an Option may be exercised after termination of the Participant’s
employment or period of service; provided that no Incentive Stock Option may be exercised after (i) three months from the
Participant’s termination of employment with the Company for reasons other than Disability or death, or (ii) one year
from the Participant’s termination of employment on account of Disability or death. The Committee may, in its sole discretion,
amend a previously granted Incentive Stock Option to provide for more liberal exercise provisions, provided however that if the
Incentive Stock Option as amended no longer meets the requirements of Code Section 422, and, as a result the Option no longer
qualifies for favorable federal income tax treatment under Code Section 422, the amendment shall not become effective without
the written consent of the Participant.


 


(e) An Incentive Stock Option,
by its terms, shall be exercisable in any calendar year only to the extent that the aggregate Fair Market Value (determined at
the Date of Grant) of Company Stock with respect to which Incentive Stock Options are exercisable by the Participant for the first
time during the calendar year does not exceed $100,000 (the “Limitation Amount”). Incentive Stock Options granted under
the Plan and all other plans of the Company and any parent or Subsidiary of the Company shall be aggregated for purposes of determining
whether the Limitation Amount has been exceeded. The Board may impose such conditions as it deems appropriate on an Incentive Stock
option to ensure that the foregoing requirement is met. If Incentive Stock Options that first become exercisable in a calendar
year exceed the Limitation Amount, the excess Options will be treated as Nonstatutory Stock Options to the extent permitted by
law.


 


(f) If a Participant dies and
if the Participant’s stock option agreement provides that part or all of the Option may be exercised after the Participant’s
death, then such portion may be exercised by the personal representative of the Participant’s estate during the time period
specified in the stock option agreement.


 


(g) If a Participant’s
employment or services is terminated by the Company for Cause, the Participant’s Options shall terminate as of the date of
the misconduct.


 


7. Restricted Stock Awards.


 


(a) Whenever the Committee
deems it appropriate to grant a Restricted Stock Award, notice shall be given to the Participant stating the number of shares of
Restricted Stock for which the Award is granted and the terms and conditions to which the Award is subject. This notice, when accepted
in writing by the Participant, shall become an Award agreement between the Company and the Participant. Certificates representing
the shares shall be issued in the name of the Participant, subject to the restrictions imposed by the Plan and the Committee. A
Restricted Stock Award may be made by the Committee in its discretion without cash consideration.


 


(b) The Committee may place
such restrictions on the transferability and vesting of Restricted Stock as the Committee deems appropriate, including restrictions
relating to continued employment and financial performance goals. Without limiting the foregoing, the Committee may provide performance
or Change of Control or Corporate Change acceleration parameters under which all, or a portion, of the Restricted Stock will vest
on the Company’s achievement of established performance objectives. Restricted Stock may not be sold, assigned, transferred,
disposed of, pledged, hypothecated or otherwise encumbered until the restrictions on such shares shall have lapsed or shall have
been removed pursuant to subsection (c) below.


 


(c) The Committee may provide
in a Restricted Stock Award, or subsequently, that the restrictions will lapse if a Change of Control or Corporate Change occurs.
The Committee may at any time, in its sole discretion, accelerate the time at which any or all restrictions will lapse or may remove
restrictions on Restricted Stock as it deems appropriate.


 






    	 



    	 



    

 


(d) A Participant shall hold
shares of Restricted Stock subject to the restrictions set forth in the Award agreement and in the Plan. In other respects, the
Participant shall have all the rights of a shareholder with respect to the shares of Restricted Stock, including, but not limited
to, the right to vote such shares and the right to receive all cash dividends and other distributions paid thereon. Certificates
representing Restricted Stock shall bear a legend referring to the restrictions set forth in the Plan and the Participant’s
Award agreement. If stock dividends are declared on Restricted Stock, such stock dividends or other distributions shall be subject
to the same restrictions as the underlying shares of Restricted Stock.


 


8. Method of Exercise of Options.


 


(a) Options may be exercised
by giving written notice of the exercise to the Company, stating the number of shares the Participant has elected to purchase under
the Option. Such notice shall be effective only if accompanied by the exercise price in full in cash; provided that, if the terms
of an Option so permit, the Participant may (i) deliver Company Stock that the Participant has owned for at least six months
(valued at Fair Market Value on the date of exercise), or (ii) exercise any applicable net exercise provision contained therein.
Unless otherwise specifically provided in the Option, any payment of the exercise price paid by delivery of Company Stock acquired
directly or indirectly from the Company shall be paid only with shares of Company Stock that have been held by the Participant
for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting
purposes).


 


(b) Notwithstanding anything
herein to the contrary, Awards shall always be granted and exercised in such a manner as to conform to the provisions of Rule 16b-3.


 


9. Applicable Withholding Taxes.
Each Participant shall agree, as a condition of receiving an Award, to pay to the Company, or make arrangements satisfactory to
the Company regarding the payment of, all Applicable Withholding Taxes with respect to the Award. Until the Applicable Withholding
Taxes have been paid or arrangements satisfactory to the Company have been made, no stock certificates (or, in the case of Restricted
Stock, no stock certificates free of a restrictive legend) shall be issued to the Participant. As an alternative to making a cash
payment to the Company to satisfy Applicable Withholding Tax obligations, the Committee may establish procedures permitting the
Participant to elect to (a) deliver shares of already owned Company Stock (subject to such restrictions as the Committee may
establish, including a requirement that any shares of Company Stock so delivered shall have been held by the Participant for not
less than six months) or (b) have the Company retain that number of shares of Company Stock that would satisfy all or a specified
portion of the Applicable Withholding Taxes. Any such election shall be made only in accordance with procedures established by
the Committee and in accordance with Rule 16b-3.


 


10. Nontransferability of Awards.


 


(a) In general, Awards, by
their terms, shall not be transferable by the Participant except by will or by the laws of descent and distribution or except as
described below. Options shall be exercisable, during the Participant’s lifetime, only by the Participant or by his guardian
or legal representative.


 


(b) Notwithstanding the provisions
of (a) and subject to federal and state securities laws, the Committee may grant Nonstatutory Stock Options that permit a
Participant to transfer the Options to one or more immediate family members, to a trust for the benefit of immediate family members,
or to a partnership, limited liability company, or other entity the only partners, members, or interest-holders of which are among
the Participant’s immediate family members. Consideration may not be paid for the transfer of Options. The transferee of
an Option shall be subject to all conditions applicable to the Option prior to its transfer. The agreement granting the Option
shall set forth the transfer conditions and restrictions. The Committee may impose on any transferable Option and on stock issued
upon the exercise of an Option such limitations and conditions as the Committee deems appropriate.


 


11. Termination, Modification,
Change. If not sooner terminated by the Board, this Plan shall terminate at the close of business on the tenth anniversary
of the Effective Date. No Awards shall be made under the Plan after its termination. The Board may terminate the Plan or may amend
the Plan in such respects as it shall deem advisable; provided that, if and to the extent required by Rule 16b-3, no change shall
be made that increases the total number of shares of Company Stock reserved for issuance pursuant to Awards granted under the Plan
(except pursuant to Section 12), expands the class of persons eligible to receive Awards, or materially increases the benefits
accruing to Participants under the Plan, unless such change is authorized by the shareholders of the Company. Notwithstanding the
foregoing, the Board may unilaterally amend the Plan and Awards as it deems appropriate to ensure compliance with Rule 16b-3 and
to cause Incentive Stock Options to meet the requirements of the Code and regulations thereunder. Except as provided in the preceding
sentence, a termination or amendment of the Plan shall not, without the consent of the Participant, adversely affect a Participant’s
rights under an Award previously granted to him.


 






    	 



    	 



    

 


12. Change in Capital Structure.


 


(a) In the event of a stock
dividend, stock split or combination of shares, spin-off, reclassification, recapitalization, merger or other change in the Company’s
capital stock (including, but not limited to, the creation or issuance to shareholders generally of rights, options or warrants
for the purchase of common shares or preferred stock of the Company), the number and kind of shares of stock or securities of the
Company to be issued under the Plan (under outstanding Awards and Awards to be granted in the future), the exercise price of options,
and other relevant provisions shall be appropriately adjusted by the Committee, whose determination shall be binding on all persons.
If the adjustment would produce fractional shares with respect to any Award, the Committee may adjust appropriately the number
of shares covered by the Award so as to eliminate the fractional shares.


 


(b) In the event the Company
distributes to its shareholders a dividend, or sells or causes to be sold to a person other than the Company or a Subsidiary
shares of stock in any corporation (a “Spinoff Company”) which, immediately before the distribution or sale, was a
majority owned Subsidiary of the Company, the Committee shall have the power, in its sole discretion, to make such adjustments
as the Committee deems appropriate. The Committee may make adjustments in the number and kind of shares or other securities to
be issued under the Plan (under outstanding Awards and Awards to be granted in the future), the exercise price of Options, and
other relevant provisions, and, without limiting the foregoing, may substitute securities of a Spinoff Company for securities of
the Company. The Committee shall make such adjustments as it determines to be appropriate, considering the economic effect of the
distribution or sale on the interests of the Company’s shareholders and the Participants in the businesses operated by the
Spinoff Company, and subject to the proviso that any such adjustments or new options shall not be made or granted, respectively,
that would result in subjecting the Plan to variable plan accounting treatment. The Committee’s determination shall be binding
on all persons. If the adjustment would produce fractional shares with respect to any Award, the Committee may adjust appropriately
the number of shares covered by the Award so as to eliminate the fractional shares.


 


(c) To the extent required
to avoid a charge to earnings for financial accounting purposes, adjustments made by the Committee pursuant to this Section 12
to outstanding Awards shall be made so that both (i) the aggregate intrinsic value of an Award immediately after the adjustment
is not greater than or less than the Award’s aggregate intrinsic value before the adjustment and (ii) the ratio of the
exercise price per share to the market value per share is not reduced.


 


(d) Notwithstanding anything
in the Plan to the contrary, the Committee may take the foregoing actions without the consent of any Participant, and the Committee’s
determination shall be conclusive and binding on all persons for all purposes. The Committee shall make its determinations consistent
with Rule 16b-3 and the applicable provisions of the Code.


 


13. Change of Control. In the
event of a Change of Control or Corporate Change, the Committee may take such actions with respect to Awards as the Committee deems
appropriate. These actions may include, but shall not be limited to, the following:


 


(a) At the time the Award is
made, provide for the acceleration of the vesting schedule relating to the exercise or realization of the Award so that the Award
may be exercised or realized in full on or before a date initially fixed by the Committee;


 






    	 



    	 



    

 


(b) Provide for the purchase
or settlement of any such Award by the Company for any amount of cash equal to the amount which could have been obtained upon the
exercise of such Award or realization of a Participant’s rights had such Award been currently exercisable or payable;


 


(c) Make adjustments to Awards
then outstanding as the Committee deems appropriate to reflect such Change of Control or Corporate Change; provided, however, that
to the extent required to avoid a charge to earnings for financial accounting purposes, such adjustments shall be made so that
both (i) the aggregate intrinsic value of an Award immediately after the adjustment is not greater than or less than the Award’s
aggregate intrinsic value before the Award and (ii) the ratio of the exercise price per share to the market value per share
is not reduced; or


 


(d) Cause any such Award then
outstanding to be assumed, or new rights substituted therefore, by the acquiring or surviving legal entity in such Change of Control
or Corporate Change.


 


14. Administration of the Plan.


 


(a) The Plan shall be administered
by the Committee, who shall be appointed by the Board. The Board may designate the Compensation Committee of the Board, or a subcommittee
of the Compensation Committee, to be the Committee for purposes of the Plan. If and to the extent required by Rule 16b-3, all members
of the Committee shall be “Non-Employee Directors” as that term is defined in Rule 16b-3, and the Committee shall be
comprised solely of two or more “outside directors” as that term is defined for purposes of Code section 162(m). If
any member of the Committee fails to qualify as an “outside director” or (to the extent required by Rule 16b-3) a “Non-Employee
Director,” such person shall immediately cease to be a member of the Committee and shall not take part in future Committee
deliberations. The Board of Directors may from time to time may appoint members of the Committee and fill vacancies, however caused,
in the Committee.


 


(b) The Committee shall have
the authority to impose such limitations or conditions upon an Award as the Committee deems appropriate to achieve the objectives
of the Award and the Plan. Without limiting the foregoing and in addition to the powers set forth elsewhere in the Plan, the Committee
shall have the power and complete discretion to determine (i) which eligible persons shall receive an Award and the nature
of the Award, (ii) the number of shares of Company Stock to be covered by each Award, (iii) whether Options shall be
Incentive Stock options or Nonstatutory Stock Options, (iv) the Fair Market Value of Company Stock, (v) the time or times
when an Award shall be granted, (vi) whether an Award shall become vested over a period of time, according to a performance-based
vesting schedule or otherwise, and when it shall be fully vested, (vii) the terms and conditions under which restrictions
imposed upon an Award shall lapse, (viii) whether a Change of Control or Corporate Change exists, (ix) the terms of incentive
programs, performance criteria and other factors relevant to the issuance of Incentive Stock or the lapse of restrictions on Restricted
Stock or Options, (x) when Options may be exercised, (xi) whether to approve a Participant’s election with respect
to Applicable Withholding Taxes, (xii) conditions relating to the length of time before disposition of Company Stock received
in connection with an Award is permitted, (xiii) notice provisions relating to the sale of Company Stock acquired under the
Plan, and (xiv) any additional requirements relating to Awards that the Committee deems appropriate. Notwithstanding the foregoing,
no “tandem stock options” (where two stock options are issued together and the exercise of one option affects the right
to exercise the other option) may be issued in connection with Incentive Stock Options.


 


(c) The Committee shall have
the power to amend the terms of previously granted Awards so long as the terms as amended are consistent with the terms of the
Plan and, where applicable, consistent with the qualification of an option as an Incentive Stock Option. The consent of the Participant
must be obtained with respect to any amendment that would adversely affect the Participant’s rights under the Award, except
that such consent shall not be required if such amendment is for the purpose of complying with Rule 16b-3 or any requirement of
the Code applicable to the Award.


 


(d) The Committee may adopt
rules and regulations for carrying out the Plan. The Committee shall have the express discretionary authority to construe and interpret
the Plan and the Award agreements, to resolve any ambiguities, to define any terms, and to make any other determinations required
by the Plan or an Award agreement. The interpretation and construction of any provisions of the Plan or an Award agreement by the
Committee shall be final and conclusive. The Committee may consult with counsel, who may be counsel to the Company, and shall not
incur any liability for any action taken in good faith in reliance upon the advice of counsel.


 






    	 



    	 



    

 


(e) A majority of the members
of the Committee shall constitute a quorum, and all actions of the Committee shall be taken by a majority of the members present.
Any action may be taken by a written instrument signed by all of the members, and any action so taken shall be fully effective
as if it had been taken at a meeting.


 


15. Issuance of Company Stock.
The Company shall not be required to issue or deliver any certificate for shares of Company Stock before (i) the admission
of such shares to listing on any stock exchange on which Company Stock may then be listed, (ii) receipt of any required registration
or other qualification of such shares under any state or federal securities law or regulation that the Company’s counsel
shall determine is necessary or advisable, and (iii) the Company shall have been advised by counsel that all applicable legal
requirements have been complied with. The Company may place on a certificate representing Company Stock any legend required to
reflect restrictions pursuant to the Plan, and any legend deemed necessary by the Company’s counsel to comply with federal
or state securities laws. The Company may require a customary written indication of a Participant’s investment intent. Until
a Participant has been issued a certificate for the shares of Company Stock acquired, the Participant shall possess no shareholder
rights with respect to the shares.


 


16. Rights Under the Plan.
Title to and beneficial ownership of all benefits described in the Plan shall at all times remain with the Company. Participation
in the Plan and the right to receive payments under the Plan shall not give a Participant any proprietary interest in the Company
or any Affiliate or any of their assets. No trust fund shall be created in connection with the Plan, and there shall be no required
funding of amounts that may become payable under the Plan. A Participant shall, for all purposes, be a general creditor of the
Company. The interest of a Participant in the Plan cannot be assigned, anticipated, sold, encumbered or pledged and shall not be
subject to the claims of his creditors.


 


17. Beneficiary. A Participant
may designate, on a form provided by the Committee, one or more beneficiaries to receive any payments under Awards of Restricted
Stock or Incentive Stock after the Participant’s death. If a Participant makes no valid designation, or if the designated
beneficiary fails to survive the Participant or otherwise fails to receive the benefits, the Participant’s beneficiary shall
be the first of the following persons who survives the Participant: (a) the Participant’s surviving spouse, (b) the
Participant’s surviving descendants, per stirpes, or (c) the personal representative of the Participant’s
estate.


 


18. Notice. All notices and
other communications required or permitted to be given under this Plan shall be in writing and shall be deemed to have been duly
given if delivered personally or mailed first class, postage prepaid, as follows: (a) if to the Company—at its principal
business address to the attention of the Secretary; (b) if to any Participant—at the last address of the Participant
known to the sender at the time the notice or other communication is sent.


 


19. Interpretation. The terms
of this Plan and Awards granted pursuant to the Plan are subject to all present and future regulations and rulings of the Secretary
of the Treasury relating to the qualification of Incentive Stock Options under the Code or compliance with Code section 162(m),
to the extent applicable, and they are subject to all present and future rulings of the Securities and Exchange Commission with
respect to Rule 16b-3. If any provision of the Plan or an Award conflicts with any such regulation or ruling, to the extent applicable,
the Committee shall cause the Plan to be amended, and shall modify the Award, so as to comply, or if for any reason amendments
cannot be made, that provision of the Plan and/or the Award shall be void and of no effect.