Exhibit 10.9


 


DEHAIER MEDICAL SYSTEMS LIMITED


 


2009 SHARE INCENTIVE PLAN


 


1. Purpose and Effective Date.


 


(a) The purpose of the Dehaier Medical Systems Limited 2009
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 adopted by the Board of Directors and the shareholders
of the Company on November 20, 2009 (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.


 



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(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. Subject to Section 12 of the Plan,
there shall be reserved for issuance under the Plan a total of 450,000 unissued 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.


 






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(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.


 






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(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.


 






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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;


 






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(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.


 






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(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.


 


 


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