EXHIBIT 10.28






 





Exhibit 10.28




 


VAPOR
CORP.


2015
EQUITY INCENTIVE PLAN


 


1.
Purpose; Eligibility.


 


1.1
General Purpose. The name of this plan is the Vapor Corp. 2015 Equity Incentive Plan (the “Plan”). The purposes
of the Plan are to (a) enable Vapor Corp., a Delaware corporation (the “Company”), to attract and retain the types
of Employees, Consultants, Officers and Directors who will contribute to the Company’s long range success; (b) provide incentives
that align the interests of Employees, Consultants and Directors with those of the shareholders of the Company; and (c) promote
the success of the Company’s business.


 


1.2
Eligible Award Recipients. The persons eligible to receive Awards are the Employees, Consultants, Officers and Directors
of the Company and such other individuals designated by the Committee who are reasonably expected to become Employees, Consultants,
Officers and Directors after the receipt of Awards.


 


1.3
Available Awards. Awards that may be granted under the Plan include: (a) Incentive Stock Options, (b) Non-Qualified Stock
Options, (c) SARs, (d) Restricted Awards, and (e) Restricted Stock Units.


 


2.
Definitions. In addition to words and phrases defined elsewhere
in this Plan, the following capitalized words and phrases have the meanings below.


 


“Applicable
Laws” means the requirements related to or implicated by the administration of the Plan under applicable state corporate
law, United States federal and state securities laws, the Code, any stock exchange or quotation system on which the shares of
Common Stock are listed or quoted, and the applicable laws of any foreign country or jurisdiction where Awards are granted under
the Plan.


 


“Award”
means any right granted under the Plan, including an Incentive Stock Option, a Non-Qualified Stock Option, a SAR, a Restricted
Award or Restricted Stock Unit.


 


“Award
Agreement” means a written agreement, contract, certificate or other instrument or document evidencing the terms and conditions
of an individual Award granted under the Plan which may, in the discretion of the Company, be transmitted electronically to any
Participant. Each Award Agreement shall be subject to the terms and conditions of the Plan.


 


“Awardholder”
means any person to whom Non-Qualified Stock Options, Restricted Stock Units or SARs are granted pursuant to the Plan.


 


“Beneficial
Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating
the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act),
such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the
right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable
only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding
meaning.


 


“Board”
means the Board of Directors of the Company, as constituted at any time.


 


“Cashless
Exercise” shall have the meaning in Section 6.4(b)(ii).


 


“Cause”
means:


 


With
respect to any Employee or Consultant: (a) If the Employee or Consultant is a party to an employment or service agreement with
the Company and such agreement provides for a definition of Cause, the definition contained therein; or (b) If no such agreement
exists, or if such agreement does not define Cause: (i) the commission of, or plea of guilty or no contest to, a felony or a crime
involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with respect
to the Company; (ii) conduct that results in or is reasonably likely to result in harm to the reputation or business of the Company
; (iii) gross negligence or willful misconduct with respect to the Company; or (iv) material violation of state or federal securities
laws.


 




    	 



    	 



    


 


With
respect to any Director, a determination by a majority of the disinterested Board members that the Director has engaged in any
of the following: (a) malfeasance in office; (b) willful misconduct or gross negligence; (c) false or fraudulent misrepresentation
inducing the Director’s appointment; (d) wilful conversion of corporate funds; or (e) repeated failure to participate in
Board meetings on a regular basis despite having received proper notice of the meetings in advance.


 


The
Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant
has been discharged for Cause.


 


“Change
in Control” means a change in the ownership of the Company, a change in the effective control of the Company, or a change
in the ownership of a substantial portion of the assets of the Company. A Change in Control has occurred, as fully described in
Treasury Regulations Section 1.409A-3(i)(5), as amended from, if one the following events have occurred:


 


	 	(i)	if
    any one person, or more than one person acting as a group (as defined in Treasury Regulations Section 1.409A-3(i)(5)(v)(B))
    acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50
    percent of the total fair market value or total voting power of the stock of such Company, provided however,
    incremental increases by a person or group that owns 50 percent of the total fair market value or total voting power of the
    stock do not result in a change in ownership; or
	 	 	 
	 	(ii)	if,
    over a 12 month period, (1) a person or a group acquires ownership of stock of the Company possessing 30 percent or more of
    the total power of the stock of such Company or (2) a majority of the members of the Company’s board of directors is
    replaced by the directors who are not appointed or recommended for election by a majority of the directors before the new
    directors’ appointment. For the purpose of this definition, the delegation of the power by resolution or stock exchange
    rule to nominate directors to be elected at a meeting of shareholders shall be disregarded; or
	 	 	 
	 	(iii)	if
    a person or group acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by
    such person or group) assets from the Company that have a total gross fair market value equal to or greater than 40 percent
    of the total gross fair market value of all of the assets for the Company immediately before such acquisition or acquisitions,
    provided however, no change in control results if the assets are transferred to any related entities controlled directly or
    indirectly by the shareholders of the transferring Company.


 


“Code”
means the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall
be deemed to include a reference to any regulations promulgated thereunder.


 


“Committee”
means a committee of one or more members of the Board appointed by the Board to administer the Plan in accordance with Section
3.3 and Section 3.4.


 


“Common
Stock” means the common stock, $.001 par value per share, of the Company, or such other securities of the Company as may
be designated by the Committee from time to time in substitution thereof.


 


“Company”
means Vapor Corp., a Delaware corporation, and its subsidiaries, and any successor thereto.


 


“Consultant”
means any individual who is engaged by the Company to render consulting or advisory services.


 




    	 



    	 



    


 


“Continuous
Service” means that the Participant’s service with the Company, whether as an Employee, Consultant or Director, is
not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely because
of a change in the capacity in which the Participant renders service to the Company as an Employee, Consultant or Director or
a change in the entity for which the Participant renders such service, provided that there is no interruption or termination
of the Participant’s Continuous Service; provided further that if any Award is subject to Section 409A of
the Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code. For example, a change
in status from an Employee of the Company to a Director will not constitute an interruption of Continuous Service. The Committee
or its delegate, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case
of any leave of absence approved by that party, including sick leave, military leave or any other personal or family leave of
absence.


 


“Covered
Employee” has the same meaning as set forth in Section 162(m)(3) of the Code, as interpreted by Internal Revenue Service
Notice 2007-49.


 


“Director”
means a member of the Board.


 


“Disability”
means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment; provided, however, for purposes of determining the term of an Incentive Stock Option pursuant
to Section 6.10 hereof, the term Disability shall have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination
of whether an individual has a Disability shall be determined under procedures established by the Committee. Except in situations
where the Committee is determining Disability for purposes of the term of an Incentive Stock Option pursuant to Section 6.10 hereof
within the meaning of Section 22(e) (3) of the Code, the Committee may rely on any determination that a Participant is disabled
for purposes of benefits under any long-term disability plan maintained by the Company in which a Participant participates.


 


“Disqualifying
Disposition” has the meaning set forth in Section 14.12.


 


“Effective
Date” shall mean the date as of which this Plan is adopted by the Board.


 


“Employee”
means any person, including an Officer or Director, employed by the Company; provided that, for purposes of determining
eligibility to receive Incentive Stock Options, an Employee shall mean an employee of the Company or a parent or subsidiary corporation
within the meaning of Code Section 424. Mere service as a Director or payment of a Director’s fee by the Company shall not
be sufficient to constitute “employment” by the Company.


 


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


 


“Fair
Market Value” means, as of any date, the value of the Common Stock as determined below. If the principal market for the
Common Stock is any national securities exchange, or the OTC Markets or a similar system, the Fair Market Value shall be the closing
price of a share of Common Stock (or if no sales were reported the closing price on the date immediately preceding such date)
as quoted on such exchange or market on the day of determination, as reported in the Wall Street Journal or such other source
as the Committee deems reliable. In the absence of an established market for the Common Stock, the Fair Market Value shall be
determined in good faith by the Committee and such determination shall be conclusive and binding on all persons.


 


“Free
Standing Rights” has the meaning set forth in Section 7.1(a).


 


“Good
Reason” means a Separation From Service for good reason within the meaning of Treasury Regulation Section 1.409A-1(n)(2),
as may be amended from time to time.


 


“Grant
Date” means the date on which the Committee adopts a resolution, or takes other appropriate action, expressly granting an
Award to a Participant that specifies the key terms and conditions of the Award or, if a later date is set forth in such resolution,
then such date as is set forth in such resolution.


 




    	 



    	 



    


 


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


 


“Incumbent
Directors” means individuals who, on the Effective Date, constitute the Board, provided that any individual
becoming a Director subsequent to the Effective Date whose election or nomination for election to the Board was approved by a
vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy
statement of the Company in which such person is named as a nominee for Director without objection to such nomination) shall be
an Incumbent Director. No individual initially elected or nominated as a Director of the Company as a result of an actual or threatened
election contest with respect to Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf
of any person other than the Board shall be an Incumbent Director.


 


“Non-Employee
Director” means a Director who is a “non-employee director” within the meaning of Rule 16b-3.


 


“Non-Qualified
Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.


 


“Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.


 


“Option”
means an Incentive Stock Option or a Non-Qualified Stock Option granted pursuant to the Plan.


 


“Optionholder”
means a person to whom an option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Option.


 


“Option
Exercise Price” means the price at which a share of Common Stock may be purchased upon the exercise of an Option.


 


“Outside
Director” means a Director who is an “outside director” within the meaning of Section 162(m) of the Code and
Treasury Regulations Section 1.162-27(e)(3) or any successor to such statute and regulation.


 


“Participant”
means an eligible person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Award.


 


“Permitted
Transferee” means: (a) a member of the Awardholder’s immediate family (child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
or sister-in-law, including adoptive relationships), any person sharing the Awardholder’s household (other than a tenant
or employee), a trust in which these persons have more than 50% of the beneficial interest, a foundation in which these persons
(or the Awardholder) control the management of assets, and any other entity in which these persons (or the Awardholder) own more
than 50% of the voting interests; (b) third parties designated by the Committee in connection with a program established and approved
by the Committee pursuant to which Participants may receive a cash payment or other consideration in consideration for the transfer
of an Award; and (c) such other transferees as may be permitted by the Committee in its sole discretion.


 


“Plan”
means this Vapor Corp. 2015 Equity Incentive Plan, as amended and/or amended and restated from time to time.


 


“Related
Rights” has the meaning set forth in Section 7.1(a).


 


“Restricted
Award” means any Award granted pursuant to Section 7.2(a).


 


“Restricted
Period” has the meaning set forth in Section 7.2(a).


 




    	 



    	 



    


 


“Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.


 


“SAR”
means the right pursuant to an Award granted under Section 7.1 to receive, upon exercise, an amount payable in cash or shares
equal to the number of shares subject to the SAR that is being exercised multiplied by the excess of (a) the Fair Market Value
of a share of Common Stock on the date the Award is exercised, over (b) the exercise price specified in the SAR Award Agreement.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Separation
From Service” shall carry the meaning of that phrase as interpreted under Treasury Regulation Section 1.409A-1(h), as may
be amended from time, for all purposes of this Plan.


 


“Without
Cause” means an involuntary Separation From Service within the meaning of Treasury Regulation Section 1.409A-1(n), as may
be amended from time to time.


 


“10
Percent Shareholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing
more than 10% of the total combined voting power of all classes of stock of the Company.


 


3.
Administration.


 


3.1
Authority of Committee. The Plan shall be administered by the Committee or, in the Board’s sole discretion, by the
Board. Subject to the terms of the Plan, the Committee’s charter and Applicable Laws, and in addition to other express powers
and authorization conferred by the Plan, the Committee shall have the authority:


 


(a)
to construe and interpret the Plan and apply its provisions;


 


(b)
to promulgate, amend, and rescind rules and regulations relating to the administration of the Plan;


 


(c)
to authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;


 


(d)
to delegate its authority to one or more Officers of the Company with respect to Options to employees who are not officers or
directors;


 


(e)
to determine when Awards are to be granted under the Plan and the applicable Grant Date;


 


(f)
from time to time to select, subject to the limitations set forth in this Plan, those Participants to whom Awards shall be granted;


 


(g)
to determine the number of shares of Common Stock to be made subject to each Award;


 


(h)
to determine whether each Option is to be an Incentive Stock Option or a Non-Qualified Stock Option;


 


(i)
to prescribe the terms and conditions of each Award, including, without limitation, the exercise price and medium of payment and
vesting provisions, and to specify the provisions of the Award Agreement relating to such grant;


 




    	 



    	 



    


 


(j)
to amend any outstanding Awards, including for the purpose of modifying the time or manner of vesting, or the term of any outstanding
Award; provided, however, that if any such amendment impairs a Participant’s rights or increases a Participant’s
obligations under his or her Award or creates or increases a Participant’s federal income tax liability with respect to
an Award, such amendment shall also be subject to the Participant’s consent;


 


(k)
to determine the duration and purpose of leaves of absences which may be granted to a Participant without constituting termination
of their employment for purposes of the Plan, which periods shall be no shorter than the periods generally applicable to Employees
under the Company’s employment policies;


 


(l)
to make decisions with respect to outstanding Awards that may become necessary upon a change in corporate control or an event
that triggers anti-dilution adjustments;


 


(m)
to interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any
instrument or agreement relating to, or Award granted under, the Plan; and


 


(n)
to exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration
of the Plan.


 


The
Committee also may modify the purchase price or the exercise price of any outstanding Award, provided that if the
modification effects a repricing, shareholder approval shall be required before the repricing is effective.


 


3.2
Committee Decisions Final. All decisions made by the Committee pursuant to the provisions of the Plan shall be final and
binding on the Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary
and capricious.


 


3.3
Delegation. Subject to the Rules of the Nasdaq Stock Market, the Committee, or if no Committee has been appointed, the
Board, may delegate administration of the Plan to a committee or committees of one or more members of the Board, and the term
“Committee” shall apply to any person or persons to whom such authority has been delegated. The Committee shall have
the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references
in this Plan to the Board or the Committee shall thereafter be to the committee or subcommittee), subject, however, to such resolutions,
not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the
Committee at any time and revest in the Board the administration of the Plan. The members of the Committee shall be appointed
by and serve at the pleasure of the Board. From time to time, the Board may increase or decrease the size of the Committee, add
additional members to, remove members (with or without cause) from, appoint new members in substitution therefor, and fill vacancies,
however caused, in the Committee. The Committee shall act pursuant to a vote of the majority of its members or, in the case of
a Committee comprised of only two members, the unanimous consent of its members, whether present or not, or by the written consent
of the majority of its members and minutes shall be kept of all of its meetings and copies thereof shall be provided to the Board.
Subject to the limitations prescribed by the Plan and the Board, the Committee may establish and follow such rules and regulations
for the conduct of its business as it may determine to be advisable.


 


3.4
Committee Composition. Except as otherwise determined by the Board, the Committee shall consist solely of two or more Non-Employee
Directors who are also Outside Directors. The Board shall have discretion to determine whether or not it intends to comply with
the exemption requirements of Rule 16b-3 and/or Section 162(m) of the Code. However, if the Board intends to satisfy such exemption
requirements, with respect to Awards to any Covered Employee and with respect to any insider subject to Section 16 of the Exchange
Act, the Committee shall be a compensation committee of the Board that at all times consists solely of two or more Non-Employee
Directors who are also Outside Directors. Nothing herein shall create an inference that an Award is not validly granted under
the Plan in the event Awards are granted under the Plan by a compensation committee of the Board that does not at all times consist
solely of two or more Non-Employee Directors who are also Outside Directors.


 




    	 



    	 



    


 


3.5
Indemnification. In addition to such other rights of indemnification as they may have as Directors or members of the Committee,
and to the extent allowed by Applicable Laws, the Committee members and other Directors shall be indemnified by the Company against
the reasonable expenses, including attorneys’ fees, actually incurred in connection with pre-suit disputes arising from
claims or allegations made by or on behalf of an Award recipient and any action, suit or proceeding or in connection with any
appeal therein, to which the Company and/or Directors may be a party by reason of any action taken or failure to act under or
in connection with the Plan or any Award granted under the Plan, and against all amounts paid by such parties in settlement thereof
(provided, however, that the settlement has been approved by the Company, which approval shall not be unreasonably
withheld) or paid by the Committee in satisfaction of a judgment in any such action, suit or proceeding, except in relation to
matters as to which it shall be adjudged in such action, suit or proceeding that such parties did not act in good faith and in
a manner which such person reasonably believed to be in the best interests of the Company, or in the case of a criminal proceeding,
had no reason to believe that the conduct complained of was unlawful; provided, however, that within 60 days after
institution of any such action, suit or proceeding, such persons shall, in writing, offer the Company the opportunity at its own
expense to handle and defend such action, suit or proceeding.


 


4.
Shares Subject to the Plan.


 


4.1
Subject to adjustment in accordance with Section 11, a total of 5,000,000 shares of Common Stock shall be available for the grant
of Awards under the Plan. During the term of the Awards, the Company shall keep available at all times the number of shares of
Common Stock required to satisfy such Awards.


 


4.2
Shares of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued
shares, treasury shares or shares reacquired by the Company in any manner.


 


4.3
Subject to adjustment in accordance with Section 11, no Participant shall be granted, during any one year period, Options to purchase
Common Stock and SARs with respect to more than 500,000 shares of Common Stock in the aggregate or any other Awards with respect
to more than 500,000 shares of Common Stock in the aggregate. If an Award is to be settled in cash, the number of shares of Common
Stock on which the Award is based shall count toward the individual share limit set forth in this Section 4.


 


4.4
Any shares of Common Stock subject to an Award that is canceled, forfeited or expires prior to exercise or realization, either
in full or in part, shall again become available for issuance under the Plan. Notwithstanding anything to the contrary contained
herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if
such shares are (a) shares tendered in payment of an Option, (b) shares delivered or withheld by the Company to satisfy any tax
withholding obligation, or (c) shares covered by a stock-settled SAR or other Awards that were not issued upon the settlement
of the Award.


 


5.
Eligibility.


 


5.1
Eligibility for Specific Awards. Incentive Stock Options may be granted only to Employees. Awards other than Incentive
Stock Options may be granted to Employees, Consultants, Officers and Directors and those individuals whom the Committee determines
are reasonably expected to become Employees, Consultants, Officers and Directors following the Grant Date.


 


5.2
10 Percent Shareholders. A 10 Percent Shareholder shall not be granted an Incentive Stock Option unless the Option Exercise
Price is at least 110% of the Fair Market Value of the Common Stock at the Grant Date and the Option is not exercisable after
the expiration of five years from the Grant Date.


 


6.
Option Provisions. Each Option granted under the Plan shall
be evidenced by an Award Agreement. Each Option so granted shall be subject to the conditions set forth in this Section 6, and
to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. All Options shall
be separately designated Incentive Stock Options or Non-Qualified Stock Options at the time of grant, and, if certificates are
issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of
Option. Notwithstanding the foregoing, the Company shall have no liability to any Participant or any other person if an Option
designated as an Incentive Stock Option fails to qualify as such at any time or if an Option is determined to constitute “nonqualified
deferred compensation” within the meaning of Section 409A of the Code and the terms of such Option do not satisfy the requirements
of Section 409A of the Code. The provisions of separate Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:


 


6.1
Term. Subject to the provisions of Section 5.2 regarding 10 Percent Shareholders, no Incentive Stock Option shall be exercisable
after the expiration of 10 years from the Grant Date. The term of a Non-Qualified Stock Option granted under the Plan shall be
determined by the Committee; provided, however, no Non-Qualified Stock Option shall be exercisable after the expiration
of 10 years from the Grant Date.


 




    	 



    	 



    


 


6.2
Exercise Price of An Incentive Stock Option. Subject to the provisions of Section 5.2 regarding 10 Percent Shareholders,
the Option Exercise Price of each Incentive Stock Option shall be not less than 100% of the Fair Market Value of the Common Stock
subject to the Option on the Grant Date. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an Option
Exercise Price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution
for another option in a manner satisfying the provisions of Section 424(a) of the Code.


 


6.3
Exercise Price of a Non-Qualified Stock Option. The Option Exercise Price of each Non-Qualified Stock Option shall be not
less than 100% of the Fair Market Value of the Common Stock subject to the Option on the Grant Date. Notwithstanding the foregoing,
a Non-Qualified Stock Option may be granted with an Option Exercise Price lower than that set forth in the preceding sentence
if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of
Section 409A of the Code.


 


6.4
Consideration. The Option Exercise Price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted
by applicable statutes and regulations, either (a) by wire transfer or by certified or bank check at the time the Option is exercised
or (b) in the discretion of the Committee, upon such terms as the Committee shall approve, the Option Exercise Price may be paid:
(i) by delivery to the Company of other Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the
date of delivery equal to the Option Exercise Price (or portion thereof) due for the number of shares being acquired; (ii) a “cashless”
exercise program established with a broker; (iii) by reduction in the number of shares of Common Stock otherwise deliverable upon
exercise of such Option with a Fair Market Value equal to the aggregate Option Exercise Price at the time of exercise (a “Cashless
Exercise”); (iv) any combination of the foregoing methods; or (v) in any other form of legal consideration that may be acceptable
to the Committee. Unless otherwise specifically provided in the Option, the exercise price of Common Stock acquired pursuant to
an Option that is paid by delivery (or through a Cashless Exercise) to the Company of other Common Stock acquired, directly or
indirectly from the Company, shall be paid only by shares of the Common Stock of the Company that have been held for more than
six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes).
Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded an exercise by a Director or Officer
that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Company,
directly or indirectly, in violation of Section 402(a) of the Sarbanes-Oxley Act of 2002 shall be prohibited with respect to any
Award under this Plan.


 


6.5
Transferability of An Incentive Stock Option. An Incentive Stock Option shall not be transferable except by will or by
the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder.
Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the
Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise
the Option.


 


6.6
Transferability of a Non-Qualified Stock Option. A Non-Qualified Stock Option may, in the sole discretion of the Committee,
be transferable to a Permitted Transferee, upon written approval by the Committee to the extent provided in the Award Agreement.
If the Non-Qualified Stock Option does not provide for transferability, then the Non-Qualified Stock Option shall not be transferable
except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only
by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form
satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled
to exercise the Option.


 




    	 



    	 



    


 


6.7
Vesting of Options. The Committee (or an Officer if given authority to grant Options by resolution of the Board) at the
time of granting an Award may provide for vesting terms based upon time of service to the Company and/or other criteria. Awards
which do not vest shall be forfeited and the underlying Common Stock shall be available for future grant. The Committee may, but
shall not be required to, provide for an acceleration of vesting and exercisability in the terms of any Award Agreement upon the
occurrence of a specified event.


 


6.8
Termination of Continuous Service. Unless otherwise provided in an Award Agreement or in an employment agreement the terms
of which have been approved by the Committee, in the event an Optionholder’s Continuous Service terminates (other than upon
the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier
of (a) the date 12 months following the termination of the Optionholder’s Continuous Service or (b) the expiration of the
term of the Option as set forth in the Award Agreement; provided that, if the termination of Continuous Service is by the Company
for Cause, all outstanding Options (whether or not vested) shall immediately terminate and cease to be exercisable. If, after
termination, the Optionholder does not exercise his or her Option within the time specified in the Award Agreement, the Option
shall terminate. Except as otherwise provided in an Award Agreement, (including Awards under Section 7), any mention of vesting
in an Award Agreement shall be deemed to require that the Participant be providing services to the Company on an applicable vesting
date, or the Award shall not vest as of that date or in the future.


 


6.9
Extension of Termination Date. An Optionholder’s Award Agreement may also provide that if the exercise of the Option
following the termination of the Optionholder’s Continuous Service for any reason would be prohibited at any time because
the issuance of shares of Common Stock would violate the registration requirements under the Securities Act or any other state
or federal securities law or the rules of any securities exchange or interdealer quotation system, then the Option shall terminate
on the earlier of (a) the expiration of the term of the Option in accordance with Section 6.1 or (b) the expiration of a period
after termination of the Participant’s Continuous Service that is 12 months after the end of the period during which the
exercise of the Option would be in violation of such registration or other securities law requirements.


 


6.10
Disability of Optionholder. Unless otherwise provided in an Award Agreement, in the event that an Optionholder’s
Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option
(to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only within such
period of time ending on the earlier of (a) the date 12 months following such termination or (b) the expiration of the term of
the Option as set forth in the Award Agreement. If, after termination, the Optionholder does not exercise his or her Option within
the time specified herein or in the Award Agreement, the Option shall terminate.


 


6.11
Death of Optionholder. Unless otherwise provided in an Award Agreement, in the event an Optionholder’s Continuous
Service terminates as a result of the Optionholder’s death, then the Option may be exercised (to the extent the Optionholder
was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the
right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionholder’s
death, but only within the period ending on the earlier of (a) the date 12 months following the date of death or (b) the expiration
of the term of such Option as set forth in the Award Agreement. If, after the Optionholder’s death, the Option is not exercised
within the time specified herein or in the Award Agreement, the Option shall terminate.


 


6.12
Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time
of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder
during any calendar year (under all plans of the Company) exceeds $100,000, the Options or portions thereof which exceed such
limit (according to the order in which they were granted) shall be treated as Non-Qualified Stock Options.


 




    	 



    	 



    


 


7.
Provisions of Awards Other Than Options.


 


7.1
SARs.


 


(a)
General.


 


Each
SAR granted under the Plan shall be evidenced by an Award Agreement. Each SAR so granted shall be subject to the conditions set
forth in this Section 7.1, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award
Agreement. SARs may be granted alone (“Free Standing Rights”) or in tandem with an Option granted under the Plan (“Related
Rights”).


 


(b)
Grant Requirements.


 


Any
Related Right that relates to a Non-Qualified Stock Option may be granted at the same time the Option is granted or at any time
thereafter but before the exercise or expiration of the Option. Any Related Right that relates to an Incentive Stock Option must
be granted at the same time the Incentive Stock Option is granted.


 


(c)
Term of SARs.


 


The
term of a SAR granted under the Plan shall be determined by the Committee; provided, however, no SAR shall be exercisable
later than the 10th anniversary of the Grant Date.


 


(d)
Vesting of SARs.


 


The
Committee (or an Officer if given authority to grant SARs by resolution of the Board) at the time of granting an Award may provide
for vesting terms based upon time of service to the Company and/or other criteria. Awards which do not vest shall be forfeited
and the underlying Common Stock shall be available for future grant. The Committee may, but shall not be required to provide for
an acceleration of vesting and exercisability in the terms of any Award Agreement upon the occurrence of a specified event.


 


(e)
Exercise and Payment.


 


Upon
exercise of a SAR, if a stock settled SAR the holder shall be entitled to receive from the Company an amount equal to the number
of shares of Common Stock subject to the SAR that is being exercised multiplied by the excess of (i) the Fair Market Value of
a share of Common Stock on the date the Award is exercised, over (ii) the exercise price specified in the SAR or related Option.
Otherwise, if a cash settled SAR, the holder shall be paid cash using the same formula. Payment with respect to the exercise of
a SAR shall be made on the date of exercise. Payment shall be made in the form of shares of Common Stock (with or without restrictions
as to substantial risk of forfeiture and transferability, as determined by the Committee in its sole discretion), cash or a combination
thereof, as determined by the Committee.


 


(f)
Exercise Price.


 


The
exercise price of a Free Standing Rights SAR shall be determined by the Committee, but shall not be less than 100% of the Fair
Market Value of one share of Common Stock on the Grant Date of such SAR. A Related Right granted simultaneously with or subsequent
to the grant of an Option and in conjunction therewith or in the alternative thereto shall have the same exercise price as the
related Option, shall be transferable only upon the same terms and conditions as the related Option, and shall be exercisable
only to the same extent as the related Option; provided, however, that a SAR, by its terms, shall be exercisable
only when the Fair Market Value per share of Common Stock subject to the SAR and related Option exceeds the exercise price per
share thereof and no SARs may be granted in tandem with an Option unless the Committee determines that the requirements of Section
6 are satisfied.


 




    	 



    	 



    


 


(g)
Reduction in the Underlying Option Shares.


 


Upon
any exercise of a Related Right, the number of shares of Common Stock for which any related Option shall be exercisable shall
be reduced by the number of shares for which the SAR has been exercised. The number of shares of Common Stock for which a Related
Right shall be exercisable shall be reduced upon any exercise of any related Option by the number of shares of Common Stock for
which such Option has been exercised.


 


7.2
Restricted Awards.


 


(a)
General.


 


A
Restricted Award is an Award of actual shares of Common Stock (“Restricted Stock”) or hypothetical Common Stock units
(“Restricted Stock Units”) having a value equal to the Fair Market Value of an identical number of shares of Common
Stock, which may, but need not, provide that such Restricted Award may not be sold, assigned, transferred or otherwise disposed
of, pledged or hypothecated as collateral for a loan or as security for the performance of any obligation or for any other purpose
for such period (the “Restricted Period”) as the Committee shall determine. Each Restricted Award granted under the
Plan shall be evidenced by an Award Agreement. Each Restricted Award so granted shall be subject to the conditions set forth in
this Section 7.2, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.


 


(b)
Restricted Stock and Restricted Stock Units.


 


(i)
Each Participant granted Restricted Stock shall execute and deliver to the Company an Award Agreement with respect to the Restricted
Stock setting forth the restrictions and other terms and conditions applicable to such Restricted Stock. If the Committee determines
that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending the release
of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (A)
an escrow agreement satisfactory to the Committee, if applicable and (B) the appropriate blank stock power with respect to the
Restricted Stock covered by such agreement. If a Participant fails to execute an agreement evidencing an Award of Restricted Stock
and, if applicable, an escrow agreement and stock power, the Award shall be null and void. Subject to the restrictions set forth
in the Award, the Participant generally shall have the rights and privileges of a shareholder as to such Restricted Stock, including
the right to vote such Restricted Stock and the right to receive dividends; provided that, any cash dividends and
stock dividends with respect to the Restricted Stock shall be withheld by the Company for the Participant’s account, and
interest may be credited on the amount of the cash dividends withheld at a rate and subject to such terms as determined by the
Committee. The cash dividends or stock dividends so withheld by the Committee and attributable to any particular share of Restricted
Stock (and earnings thereon, if applicable) shall be distributed to the Participant in cash or, at the discretion of the Committee,
in shares of Common Stock having a Fair Market Value equal to the amount of such dividends, if applicable, upon the release of
restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends.


 


(ii)
The terms and conditions of a grant of Restricted Stock Units shall be reflected in an Award Agreement. No shares of Common Stock
shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside a fund for the
payment of any such Award. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.
At the discretion of the Committee, each Restricted Stock Unit (representing one share of Common Stock) may be credited with cash
and stock dividends paid by the Company in respect of one share of Common Stock (“Dividend Equivalents”). Dividend
Equivalents shall be withheld by the Company for the Participant’s account, and interest may be credited on the amount of
cash Dividend Equivalents withheld at a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited
to a Participant’s account and attributable to any particular Restricted Stock Unit (and earnings thereon, if applicable)
shall be distributed in cash or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal
to the amount of such Dividend Equivalents and earnings, if applicable, to the Participant upon settlement of such Restricted
Stock Unit and, if such Restricted Stock Unit is forfeited, the Participant shall have no right to such Dividend Equivalents.


 




    	 



    	 



    


 


(c)
Restrictions.


 


(i)
Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted
Period, and to such other terms and conditions as may be set forth in the applicable Award Agreement: (A) if an escrow arrangement
is used, the Participant shall not be entitled to delivery of the stock certificate; (B) the shares shall be subject to the restrictions
on transferability set forth in the Award Agreement; (C) the shares shall be subject to forfeiture to the extent provided in the
applicable Award Agreement; and (D) to the extent such shares are forfeited, the stock certificates shall be returned to the Company,
and all rights of the Participant to such shares and as a shareholder with respect to such shares shall terminate without further
obligation on the part of the Company.


 


(ii)
Restricted Stock Units awarded to any Participant shall be subject to (A) forfeiture until the expiration of the Restricted Period
to the extent provided in the applicable Award Agreement, and to the extent such Restricted Stock Units are forfeited, all rights
of the Participant to such Restricted Stock Units shall terminate without further obligation on the part of the Company and (B)
such other terms and conditions as may be set forth in the applicable Award Agreement.


 


(iii)
The Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock and Restricted Stock Units
whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date
the Restricted Stock or Restricted Stock Units are granted, such action is appropriate.


 


(d)
Vesting of Restricted Awards.


 


The
Committee at the time of granting an Award may provide for vesting terms based upon time of service to the Company and/or other
criteria. Awards which do not vest shall be forfeited and the underlying Common Stock shall be available for future grant. The
Committee may, but shall not be required to provide for an acceleration of vesting and exercisability in the terms of any Award
Agreement upon the occurrence of a specified event.


 


No
Restricted Award may be granted or settled for a fraction of a share of Common Stock. The Committee may, but shall not be required
to, provide for an acceleration of vesting in the terms of any Award Agreement upon the occurrence of a specified event.


 


(e)
Delivery of Restricted Stock and Settlement of Restricted Stock Units.


 


Upon
the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in Section
7.2(c) and the applicable Award Agreement shall be of no further force or effect with respect to such shares, except as set forth
in the applicable Award Agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant,
or his or her beneficiary, without charge, the stock certificate evidencing the shares of Restricted Stock which have not then
been forfeited and with respect to which the Restricted Period has expired (to the nearest full share) and any cash dividends
or stock dividends credited to the Participant’s account with respect to such Restricted Stock and the interest thereon,
if any. Upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall
deliver to the Participant, or his or her beneficiary, without charge, one share of Common Stock for each such outstanding Restricted
Stock Unit (“Vested Unit”) and cash equal to any Dividend Equivalents credited with respect to each such Vested Unit
in accordance with Section 7.2(b)(ii) hereof and the interest thereon or, at the discretion of the Committee, in shares of Common
Stock having a Fair Market Value equal to such Dividend Equivalents and the interest thereon, if any; provided, however,
that, if explicitly provided in the applicable Award Agreement, the Committee may, in its sole discretion, elect to pay cash or
part cash and part Common Stock in lieu of delivering only shares of Common Stock for Vested Units. If a cash payment is made
in lieu of delivering shares of Common Stock, the amount of such payment shall be equal to the Fair Market Value of the Common
Stock as of the date on which the Restricted Period lapsed with respect to each Vested Unit.


 


(f)
Stock Restrictions.


 


Each
certificate representing Restricted Stock awarded under the Plan shall bear a legend in such form as the Company deems appropriate.


 




    	 



    	 



    


 


8.
Securities Law Compliance. Each Award Agreement shall provide
that no shares of Common Stock shall be purchased or sold thereunder unless and until (a) any then applicable requirements of
state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel
and (b) if required to do so by the Company, the Participant has executed and delivered to the Company a letter of investment
intent in such form and containing such provisions as the Committee may require. The Company shall use reasonable efforts to seek
to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant
Awards and to issue and sell shares of Common Stock upon exercise of the Awards; provided, however, that this undertaking
shall not require the Company to register under the Securities Act the Plan, any Award or any Common Stock issued or issuable
pursuant to any such Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission
or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the
Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Awards
unless and until such authority is obtained.


 


9.
Use of Proceeds from Stock. Proceeds from the sale of Common
Stock pursuant to Awards, or upon exercise thereof, shall constitute general funds of the Company.


 


10.
Miscellaneous.


 


10.1
Acceleration of Exercisability and Vesting. The Committee shall have the power to accelerate the time at which an Award
may first be exercised or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding
the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest.


 


10.2
Shareholder Rights. Except as provided in the Plan or an Award Agreement, no Participant shall be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Award unless and until
such Participant has satisfied all requirements for exercise of the Award pursuant to its terms and no adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for
which the record date is prior to the date such Common Stock certificate is issued, except as provided in Section 11 hereof.


 


10.3
No Employment or Other Service Rights. Nothing in the Plan or any instrument executed or Award granted pursuant thereto
shall confer upon any Participant any right to continue to serve the Company or a subsidiary in the capacity in effect at the
time the Award was granted or shall affect the right of the Company or a subsidiary to terminate (a) the employment of an Employee
with or without notice and with or without Cause or (b) the service of a Director pursuant to the By-laws of the Company or a
subsidiary, and any applicable provisions of the corporate law of the state in which the Company or a subsidiary is incorporated,
as the case may be.


 


10.4
Transfer; Approved Leave of Absence. For purposes of the Plan, no termination of employment by an Employee shall be deemed
to result from either (a) a transfer to the employment of the Company [from a subsidiary or from the Company to a subsidiary,
or from one subsidiary to another], or (b) an approved leave of absence for military service or sickness, or for any other purpose
approved by the Company, if the Employee’s right to reemployment is guaranteed either by a statute or by contract or under
the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing, in either
case, except to the extent inconsistent with Section 409A of the Code if the applicable Award is subject thereto.


 


10.5
Withholding Obligations. To the extent provided by the terms of an Award Agreement and subject to the discretion of the
Committee, the Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition
of Common Stock under an Award by any of the following means (in addition to the Company’s right to withhold from any compensation
paid to the Participant by the Company) or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company
to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise
or acquisition of Common Stock under the Award, provided, however, that no shares of Common Stock are withheld with
a value exceeding the minimum amount of tax required to be withheld by law; or (c) delivering to the Company previously owned
and unencumbered shares of Common Stock of the Company.


 




    	 



    	 



    


 


 


11.
Adjustments Upon Changes in Stock. In the event of changes
in the outstanding Common Stock or in the capital structure of the Company by reason of any stock or extraordinary cash dividend,
stock split, combination or reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization,
merger, consolidation, combination, exchange, or other relevant change in capitalization occurring after the Grant Date of any
Award, Awards granted under the Plan and any Award Agreements, the exercise price of Options and SARs, the maximum number of shares
of Common Stock subject to all Awards stated in Section 4 and the maximum number of shares of Common Stock with respect to which
any one person may be granted Awards during any period stated in Section 4 and Section 7.2 will be equitably adjusted or substituted,
as to the number, price or kind of a share of Common Stock or other consideration subject to such Awards to the extent necessary
to preserve the economic intent of such Award. In the case of adjustments made pursuant to this Section 11, unless the Committee
specifically determines that such adjustment is in the best interests of the Company, the Committee shall, in the case of Incentive
Stock Options, ensure that any adjustments under this Section 11 will not constitute a modification, extension or renewal of the
Incentive Stock Options within the meaning of Section 424(h)(3) of the Code and in the case of Non-Qualified Stock Options, ensure
that any adjustments under this Section 11 will not constitute a modification of such Non-Qualified Stock Options within the meaning
of Section 409A of the Code. Any adjustments made under this Section 11 shall be made in a manner which does not adversely affect
the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Awards intended to qualify as “performance-based
compensation” under Section 162(m) of the Code, any adjustments or substitutions will not cause the Company to be denied
a tax deduction on account of Section 162(m) of the Code. The Company shall give each Participant notice of an adjustment hereunder
and, upon notice, such adjustment shall be conclusive and binding for all purposes.


 


12.
Effect of Change in Control.


 


12.1
Unless otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary:


 


In
the event of a Participant’s termination of Continuous Service without Cause or for Good Reason during the 12-month period
following a Change in Control, notwithstanding any provision of the Plan or any applicable Award Agreement to the contrary, all
Options and SARs shall become immediately exercisable with respect to 100% of the shares subject to such Options or SARs, and/or
the Restricted Period shall expire immediately with respect to 100% of the shares of Restricted Stock or Restricted Stock Units
as of the date of the Participant’s termination of Continuous Service.


 


To
the extent practicable, any actions taken by the Committee under the immediately preceding clause shall occur in a manner and
at a time which allows affected Participants the ability to participate in the Change in Control with respect to the shares of
Common Stock subject to their Awards.


 


12.2
In addition, in the event of a Change in Control, the Committee may in its discretion and upon at least 10 days’ advance
notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination
thereof, the value of such Awards based upon the price per share of Common Stock received or to be received by other shareholders
of the Company in the event. In the case of any Option or SAR with an exercise price (or SAR Exercise Price in the case of a SAR)
that equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may
cancel the Option or SAR without the payment of consideration therefor.


 


12.3
The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the
merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to
all or substantially all of the assets and business of the Company, taken as a whole.


 


13.
Amendment of the Plan and Awards.


 


13.1
Amendment of Plan. The Board at any time, and from time to time, may amend or terminate the Plan. However, except as provided
in Section 11 relating to adjustments upon changes in Common Stock and Section 13.3, no amendment shall be effective unless approved
by the shareholders of the Company to the extent shareholder approval is necessary to satisfy any Applicable Laws. At the time
of such amendment, the Board shall determine, upon advice from counsel, whether such amendment will be contingent on shareholder
approval.


 




    	 



    	 



    


 


13.2
Shareholder Approval. The Board may, in its sole discretion, submit any other amendment to the Plan for shareholder approval,
including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the
regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of
compensation paid to certain executive officers.


 


13.3
Contemplated Amendments. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems
necessary or advisable to provide eligible Employees, Consultants and Directors with the maximum benefits provided or to be provided
under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options or to the nonqualified
deferred compensation provisions of Section 409A of the Code and/or to bring the Plan and/or Awards granted under it into compliance
therewith.


 


13.4
No Impairment of Rights. Rights under any Award granted before amendment of the Plan shall not be impaired by any amendment
of the Plan unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.


 


13.5
Amendment of Awards. The Committee at any time, and from time to time, may amend the terms of any one or more Awards; provided,
however, that the Committee may not affect any amendment which would otherwise constitute an impairment of the rights under
any Award unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.


 


14.
General Provisions.


 


14.1
Forfeiture Events. The Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits
with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain
events, in addition to applicable vesting conditions of an Award. Such events may include, without limitation, breach of non-competition,
non-solicitation, confidentiality, or other restrictive covenants that are contained in the Award Agreement or otherwise applicable
to the Participant, a termination of the Participant’s Continuous Service for Cause, or other conduct by the Participant
that is detrimental to the business or reputation of the Company.


 


14.2
Clawback. Except as provided in a written agreement with the Participant, all Awards shall be subject to possible clawback
as provided below. Any clawback as may be required to be made pursuant to any law, government regulation or stock exchange listing
requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement)
shall be automatic without further action by the Board or Committee and be incorporated in this Plan and all Award Agreements.
The following clawback provisions shall be deemed to be incorporated in any Award Agreement, unless otherwise specified to the
contrary.


 


(a)
The Awardholder is dismissed as an employee for Cause;


 


(b)
The Awardholder purchases or sells securities of the Company in violation of the Company’s insider trading guidelines then
in effect;


 


(c)
The Awardholder breaches any duty of confidentiality including that required by the Company’s insider trading guidelines
then in effect;


 


(d)
The Awardholder competes with the Company by soliciting customers located within or otherwise where the Company is doing business
within any state, or where the Company expects to do business within three months following ceasing to perform the Services and,
in this later event, the Awardholder has actual knowledge of such plans;


 


(e)
The Awardholder is unavailable for consultation after termination of the Awardholder if such availability is a condition of any
agreement between the Company and the Awardholder;


 




    	 



    	 



    


 


(f)
The Awardholder recruits Company personnel for another entity or business; within 24 months following termination of employment;


 


(g)
The Awardholder fails to assign any invention, technology, or related intellectual property rights to the Company if such assignment
is a condition of any agreement between the Company and the Awardholder;


 


(h)
The Awardholder acts in a disloyal manner to the Company; or


 


(i)
A finding by the Board that the Awardholder has acted against the interests of the Company.


 


14.3
Other Compensation Arrangements. Nothing contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.


 


14.4
Sub-plans. The Committee may from time to time establish sub-plans under the Plan for purposes of satisfying blue sky,
securities, tax or other laws of various jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain
such limitations and other terms and conditions as the Committee determines are necessary or desirable. All sub-plans shall be
deemed a part of the Plan, but each sub-plan shall apply only to the Participants in the jurisdiction for which the sub-plan was
designed.


 


14.5
Deferral of Awards. The Committee may establish one or more programs under the Plan to permit selected Participants the
opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other
event that absent the election would entitle the Participant to payment or receipt of shares of Common Stock or other consideration
under an Award. The Committee may establish the election procedures, the timing of such elections, the mechanisms for payments
of, and accrual of interest or other earnings, if any, on amounts, shares or other consideration so deferred, and such other terms,
conditions, rules and procedures that the Committee deems advisable for the administration of any such deferral program.


 


14.6
Unfunded Plan. The Plan shall be unfunded. Neither the Company, the Board nor the Committee shall be required to establish
any special or separate fund or to segregate any assets to assure the performance of its obligations under the Plan.


 


14.7
Recapitalizations. Each Award Agreement shall contain provisions required to reflect the provisions of Section 11.


 


14.8
Delivery. Upon exercise of a right granted under this Plan, the Company shall issue Common Stock or pay any amounts due
within a reasonable period of time thereafter. Subject to any statutory or regulatory obligations the Company may otherwise have,
for purposes of this Plan, 30 days shall be considered a reasonable period of time.


 


14.9
No Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Committee
shall determine whether cash, additional Awards or other securities or property shall be issued or paid in lieu of fractional
shares of Common Stock or whether any fractional shares should be rounded, forfeited or otherwise eliminated.


 


14.10
Other Provisions. The Award Agreements authorized under the Plan may contain such other provisions not inconsistent with
this Plan, including, without limitation, restrictions upon the exercise of the Awards, as the Committee may deem advisable.


 




    	 



    	 



    


 


14.11
Section 409A. The Plan is intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly,
to the maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments described
in the Plan that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not
be treated as deferred compensation unless Applicable Laws require otherwise. Notwithstanding anything to the contrary in the
Plan, to the extent required to avoid accelerated taxation and tax penalties under Section 409A of the Code, amounts that would
otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six month period immediately
following the Participant’s termination of Continuous Service shall instead be paid on the first payroll date after the
six-month anniversary of the Participant’s separation from service (or the Participant’s death, if earlier). Notwithstanding
the foregoing, neither the Company nor the Committee shall have any obligation to take any action to prevent the assessment of
any excise tax or penalty on any Participant under Section 409A of the Code and neither the Company nor the Committee will have
any liability to any Participant for such tax or penalty.


 


14.12
Disqualifying Dispositions. Any Participant who shall make a “disposition” (as defined in Section 424 of the
Code) of all or any portion of shares of Common Stock acquired upon exercise of an Incentive Stock Option within two years from
the Grant Date of such Incentive Stock Option or within one year after the issuance of the shares of Common Stock acquired upon
exercise of such Incentive Stock Option (a “Disqualifying Disposition”) shall be required to immediately advise the
Company in writing as to the occurrence of the sale and the price realized upon the sale of such shares of Common Stock.


 


14.13
Section 16. If the Company has a class of Common Stock registered under Section 12(b) or (g) of the Exchange Act, it is
the intent of the Company that the Plan satisfy, and be interpreted in a manner that satisfies, the applicable requirements of
Rule 16b-3 as promulgated under Section 16 of the Exchange Act so that Participants will be entitled to the benefit of Rule 16b-3,
or any other rule promulgated under Section 16 of the Exchange Act, and will not be subject to short-swing liability under Section
16 of the Exchange Act. Accordingly, if the operation of any provision of the Plan would conflict with the intent expressed in
this Section 14.13, such provision to the extent possible shall be interpreted and/or deemed amended so as to avoid such conflict.


 


14.14
Section 162(m). To the extent the Committee issues any Award that is intended to be exempt from the deduction limitation
of Section 162(m) of the Code, the Committee may, without shareholder or grantee approval, amend the Plan or the relevant Award
Agreement retroactively or prospectively to the extent it determines necessary in order to comply with any subsequent clarification
of Section 162(m) of the Code required to preserve the Company’s federal income tax deduction for compensation paid pursuant
to any such Award.


 


14.15
Beneficiary Designation. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries by
whom any right under the Plan is to be exercised in case of such Participant’s death. Each designation will revoke all prior
designations by the same Participant, shall be in a form reasonably prescribed by the Committee and shall be effective only when
filed by the Participant in writing with the Company during the Participant’s lifetime.


 


14.16
Expenses. The costs of administering the Plan shall be paid by the Company.


 


14.17
Severability. If any of the provisions of the Plan or any Award Agreement is held to be invalid, illegal or unenforceable,
whether in whole or in part, such provision shall be deemed modified to the extent, but only to the extent, of such invalidity,
illegality or unenforceability and the remaining provisions shall not be affected thereby.


 


14.18
Section Headings. The Section headings in the Plan are for purposes of convenience only and are not intended to define
or limit the construction of the provisions hereof.


 


14.19
Non-Uniform Treatment. The Committee’s determinations under the Plan need not be uniform and may be made by it selectively
among persons who are eligible to receive, or actually receive, Awards. Without limiting the generality of the foregoing, the
Committee shall be entitled to make non-uniform and selective determinations, amendments and adjustments, and to enter into non-uniform
and selective Award Agreements.


 




    	 



    	 



    


 


15.
Effective Date of Plan. The Plan shall be effective as of
the Effective Date; provided, however, that the Plan shall be approved by the shareholders of the Company at an annual meeting
or any special meeting of shareholders of the Company within 12 months before or after the Effective Date, and such approval by
the shareholders of the Company shall be a condition to the right of each Participant to receive Awards hereunder. Any Award granted
under the Plan prior to the approval by the shareholders of the Company shall be effective as of the date of grant (unless the
Committee specifies otherwise at the time of grant), but no such Award may vest, be paid out, exercised or otherwise be disposed
of (or, in the case of a stock Award, be issued) prior to such shareholder approval. If the shareholders of the Company fail to
approve the Plan in accordance with this Section 15, any Award granted under the Plan shall be automatically cancelled without
payment of any consideration to the recipient of such Award.


 


16.
Termination or Suspension of the Plan. The Plan shall terminate
automatically on April 29, 2025. No Award shall be granted pursuant to the Plan after such date, but Awards theretofore granted
may extend beyond that date. The Board may suspend or terminate the Plan at any earlier date pursuant to Section 13.1 hereof.
No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.


 


17.
Choice of Law. The law of the State of Delaware shall govern
all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s conflict
of law rules.


 


As adopted
by the Board of Directors of Vapor Corp. on April 29, 2015.


 


As approved
by the shareholders of Vapor Corp. on [DATE].