Exhibit 10.21


 


FELICITEX THERAPEUTICS, INC.


 


2022 EQUITY INCENTIVE PLAN


 


1. Purpose;
Eligibility.


 


1.1. General
Purpose. The name of this plan is the Felicitex Therapeutics, Inc. 2022 Equity Incentive Plan (the “Plan”). The
purposes of the Plan are to (a) enable Felicitex Therapeutics, Inc., a Delaware corporation (the “Company”), and any
Affiliate to attract and retain the types of Employees, Consultants and Directors who will contribute to the Company’s long-term
success; (b) provide incentives that align the interests of Employees, Consultants and Directors with those of the stockholders 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 and Directors of the Company and its Affiliates
and such other individuals designated by the Committee who are reasonably expected to become Employees, Consultants 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) Stock
Appreciation Rights, (d) Restricted Awards, (e) Performance Share Awards, and (f) Performance Compensation Awards.


 


2. Definitions.


 


“Affiliate” means
a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common control
with, the Company, including, without limitation, any corporation that is a “parent corporation” or a “subsidiary corporation”
with respect to the Company within the meaning of Section 424(e) or (f) of the Code, and any other non-corporate entity
that would be such a subsidiary corporation if such entity were a corporation.


 


“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 Stock Appreciation Right, a Restricted
Award, a Performance Share Award or a Performance Compensation Award.


 


“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.


 


“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.


 






     


     


    

 


“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 or its Affiliates
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 or an Affiliate;
(ii) conduct that results in or is reasonably likely to result in harm to the reputation or business of the Company or any of its Affiliates;
(iii) gross negligence or willful misconduct with respect to the Company or an Affiliate; 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) gross misconduct or neglect; (c) false or fraudulent misrepresentation inducing the director’s appointment; (d) willful
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) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries, taken as
a whole, to any Person that is not a subsidiary of the Company; (b) the Incumbent Directors cease for any reason to constitute at least
a majority of the Board; (c) the date which is 10 business days prior to the consummation of a complete liquidation or dissolution of
the Company; (d) the acquisition by any Person of Beneficial Ownership of more than 50% (on a fully diluted basis) of either (i) the then
outstanding shares of Common Stock of the Company, taking into account as outstanding for this purpose such Common Stock issuable upon
the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such
Common Stock (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”);
provided, however, that for purposes of this Plan, the following acquisitions shall not constitute a Change in Control: (A) any acquisition
by the Company or any Affiliate, (B) any acquisition by any employee benefit plan sponsored or maintained by the Company or any subsidiary,
(C) any acquisition which complies with clauses, (i), (ii) and (iii) of subsection (e) of this definition or (D) in respect of an Award
held by a particular Participant, any acquisition by the Participant or any group of persons including the Participant (or any entity
controlled by the Participant or any group of persons including the Participant); or (e) the consummation of a reorganization, merger,
consolidation, statutory share exchange or similar form of corporate transaction involving the Company that requires the approval of the
Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”),
unless immediately following such Business Combination: (i) more than 50% of the total voting power of (A) the entity resulting from such
Business Combination (the “Surviving Company”), or (B) if applicable, the ultimate parent entity that directly or indirectly
has beneficial ownership of sufficient voting securities eligible to elect a majority of the members of the board of directors (or the
analogous governing body) of the Surviving Company (the “Parent Company”), is represented by the Outstanding Company
Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into
which the Outstanding Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the
holders thereof is in substantially the same proportion as the voting power of the Outstanding Company Voting Securities among the holders
thereof immediately prior to the Business Combination; (ii) no Person (other than any employee benefit plan sponsored or maintained by
the Surviving Company or the Parent Company) is or becomes the Beneficial Owner, directly or indirectly, of 50% or more of the total voting
power of the outstanding voting securities eligible to elect members of the board of directors of the Parent Company (or the analogous
governing body) (or, if there is no Parent Company, the Surviving Company); and (iii) at least a majority of the members of the board
of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) following
the consummation of the Business Combination were Board members at the time of the Board’s approval of the execution of the initial
agreement providing for such Business Combination. The foregoing notwithstanding, if the Award constitutes non-qualified deferred compensation
under Section 409A of the Code, in no event shall a Change in Control be deemed to have occurred unless such change shall satisfy the
definition of a change in control under Section 409A of the Code.


 






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“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
the compensation committee of the Board, or if no such committee has been established, the full Board, or a committee of one or more members
appointed to administer the Plan in accordance with Section 3.3 and Section 3.4.


 


“Common Stock” means
the common stock, $0.0001 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.


 


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


 


“Continuous Service” means
that the Participant’s service with the Company or an Affiliate, 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 or an Affiliate 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
of an Affiliate will not constitute an interruption of Continuous Service unless otherwise required by Section 409A of the Code. 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.


 


“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 or any Affiliate in which a Participant participates. The foregoing notwithstanding,
if the Award is subject to Section 409A of the Code, in no event shall a Disability be deemed to have occurred unless such disability
satisfies the requirements of Section 409A of the Code.


 


“Effective Date” shall
mean March 15, 2022.


 


“Employee” means
any person, including an Officer or Director, employed by the Company or an Affiliate; 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 Section 424 of the Code. Mere service as a Director or payment of a director’s fee by the Company or an Affiliate
shall not be sufficient to constitute “employment” by the Company or an Affiliate.


 


“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 Common Stock is listed on any established stock exchange or
a national market system, including without limitation, the New York Stock Exchange or the Nasdaq Stock Market, 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 system on the day of determination, as reported in the Wall Street Journal or similar
publication. 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; provided that if an Award is subject to Section
409A of the Code, then the Fair Market Value shall be determined in accordance with Section 409A of the Code.


 






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“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-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.


 


“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.


 


“Performance Compensation
Award” means any Award designated by the Committee as a Performance Compensation Award pursuant to Section 7.4
of the Plan.


 


“Performance Criteria” means
the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period
with respect to any Performance Compensation Award under the Plan. The Performance Criteria that will be used to establish the Performance
Goal(s) shall be based on the attainment of specific levels of performance of the Company (or Affiliate, division, business unit or operational
unit of the Company) and may include the following: (a) net earnings or net income (before or after taxes); (b) basic or diluted
earnings per share (before or after taxes); (c) net revenue or net revenue growth; (d) gross revenue; (e) gross profit or gross profit
growth; (f) net operating profit (before or after taxes); (g) return on assets, capital, invested capital, equity, or sales; (h) cash
flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital); (i) earnings before or after
taxes, interest, depreciation and/or amortization; (j) gross or operating margins; (k) improvements in capital structure; (l) budget and
expense management; (m) productivity ratios; (n) economic value added or other value added measurements; (o) share price (including, but
not limited to, growth measures and total stockholder return); (p) expense targets; (q) margins; (r) operating efficiency; (s) working
capital targets; (t) enterprise value; (u) safety record; (v) completion of acquisitions or business expansion; (w) achieving research
and development goals and milestones; (x) achieving product commercialization goals; and (y) other criteria as may be set by the Committee
from time to time.


 






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Any one or more of the Performance
Criteria may be used on an absolute or relative basis to measure the performance of the Company and/or an Affiliate as a whole or any
division, business unit or operational unit of the Company and/or an Affiliate or any combination thereof, as the Committee may deem appropriate,
or as compared to the performance of a group of comparable companies, or published or special index that the Committee, in its sole discretion,
deems appropriate, or the Committee may select Performance Criterion (o) above as compared to various stock market indices. The Committee
also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance
Criteria specified in this paragraph, provided that if the Award is subject to Section 409A of the Code, such accelerated vesting does
not violate the rules of Code Section 409A. The Committee shall, within the first 90 days of a Performance Period (or, such longer or
shorter time period as the Committee shall determine) define in an objective fashion the manner of calculating the Performance Criteria
it selects to use for such Performance Period. In the event that applicable tax and/or securities laws change to permit the Committee
discretion to alter the governing Performance Criteria without obtaining stockholder approval of such changes, the Committee shall have
sole discretion to make such changes without obtaining stockholder approval.


 


“Performance Formula” means,
for a Performance Period, the one or more objective formulas applied against the relevant Performance Goal to determine, with regard to
the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Performance
Compensation Award has been earned for the Performance Period.


 


“Performance Goals” means,
for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria.
The Committee is authorized at any time during the first 90 days of a Performance Period (or such longer or shorter time period as the
Committee shall determine) or at any time thereafter, in its sole and absolute discretion, to adjust or modify the calculation of a Performance
Goal for such Performance Period in order to prevent the dilution or enlargement of the rights of Participants based on the following
events: (a) asset write-downs; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles,
or other laws or regulatory rules affecting reported results; (d) any reorganization and restructuring programs; (e) extraordinary nonrecurring
items as described in Accounting Principles Board Opinion No. 30 (or any successor or pronouncement thereto) and/or in management’s
discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders
for the applicable year; (f) acquisitions or divestitures; (g) any other specific unusual or nonrecurring events, or objectively determinable
category thereof; (h) foreign exchange gains and losses; and (i) a change in the Company’s fiscal year.


 


“Performance Period” means
the one or more periods of time not less than one fiscal quarter in duration, as the Committee may select, over which the attainment of
one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Performance
Compensation Award.


 


“Performance Share” means
the grant of a right to receive a number of actual shares of Common Stock or share units based upon the performance of the Company during
a Performance Period, as determined by the Committee.


 


“Permitted Transferee” means:
(a) a member of the Optionholder’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 Optionholder’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 Optionholder) control the management
of assets, and any other entity in which these persons (or the Optionholder) 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 a Non-qualified Stock Option; and (c) such other transferees
as may be permitted by the Committee in its sole discretion.


 


“Restricted Award” means
any Award granted pursuant to 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.


 


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


 






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“Stock Appreciation
Right” 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 Stock Appreciation Right 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 Stock Appreciation Right Award Agreement.


 


“Ten Percent Stockholder” 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 or of any of its Affiliates.


 


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 and the provisions of Section 409A of the Code (if applicable), 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 Awards that do not involve “insiders” within
the meaning of Section 16 of the Exchange Act;


 


(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
determine the target number of Performance Shares to be granted pursuant to a Performance Share Award, the performance measures that will
be used to establish the performance goals, the performance period(s) and the number of Performance Shares earned by a Participant;


 


(k) to
designate an Award (including a cash bonus) as a Performance Compensation Award and to select the Performance Criteria that will be used
to establish the Performance Goals;


 


(l) 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;


 


(m) 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;


 






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(n) 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;


 


(o) 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


 


(p) 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, stockholder
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. The
Committee may delegate administration of the Plan to a subcommittee or subcommittees of one or more members of the Committee, 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 re-vest 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.
The Board shall have discretion to determine whether or not it intends to comply with the exemption requirements of Rule 16b-3. However,
if the Board intends to satisfy such exemption requirements, with respect to Awards 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.
Within the scope of such authority, the Board or the Committee may delegate to a committee of one or more members of the Board who are
not Non-Employee Directors the authority to grant Awards to eligible persons who are not then subject to Section 16 of the Exchange Act.
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.


 


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 shall be indemnified by the Company against the reasonable expenses, including attorney’s fees,
actually incurred in connection with any action, suit or proceeding or in connection with any appeal therein, to which the Committee may
be 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 the Committee 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 Committee
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 Committee shall, in writing, offer the Company the opportunity
at its own expense to handle and defend such action, suit or proceeding.


 






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4. Shares
Subject to the Plan.


 


4.1. Subject
to adjustment in accordance with Section 11, a total of 7,500,000 shares of Common Stock shall be available for the grant
of Awards under the Plan. Shares of Common Stock granted in connection with all Awards under the Plan shall be counted against this limit
as one (1) share of Common Stock for every one (1) share of Common Stock granted in connection with such Award. During the terms 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. 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. Any shares of Common Stock that again become available for future grants
pursuant to this Section 4.3 shall be added back as one (1) share. 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 Stock Appreciation Right 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 and Directors and those individuals whom the Committee determines are reasonably expected to become Employees,
Consultants and Directors following the Grant Date.


 


5.2. Ten
Percent Stockholders. A Ten Percent Stockholder 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 Ten Percent Stockholders, 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 Ten Percent Stockholders, 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.


 






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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) in cash 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, or by means of attestation whereby the Participant identifies
for delivery specific shares of Common Stock that have an aggregate Fair Market Value on the date of attestation equal to the Option Exercise
Price (or portion thereof) and receives a number of shares of Common Stock equal to the difference between the number of shares thereby
purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (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; (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 attestation) 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 (i.e.,
the Common Stock is listed on any established stock exchange or a national market system) 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. Each Option may, but need not, vest and therefore become exercisable in periodic installments that may, but need not,
be equal. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based
on performance or other criteria) as the Committee may deem appropriate. The vesting provisions of individual Options may vary. No Option
may be exercised for a fraction of a share of Common Stock. 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, provided that if such Award
is subject to Section 409A of the Code, such acceleration of vesting and exercisability complies with the provisions of Section 409A of
the Code.


 






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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 three 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.


 


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 three 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 and its Affiliates) 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. Stock
Appreciation Rights.  


 


(a) General.
Each Stock Appreciation Right granted under the Plan shall be evidenced by an Award Agreement. Each Stock Appreciation Right 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. Stock Appreciation Rights may be granted alone (“Free Standing Rights”)
or in tandem with an Option granted under the Plan (“Related Rights”). All such grants shall be exempt from, or comply
with, the provisions of Section 409A of the Code.


 






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(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 Stock Appreciation Rights. The term of a Stock Appreciation Right granted under the Plan shall be determined by the Committee;
provided, however, no Stock Appreciation Right shall be exercisable later than the tenth anniversary of the Grant Date.


 


(d) Vesting
of Stock Appreciation Rights. Each Stock Appreciation Right may, but need not, vest and therefore become exercisable in periodic installments
that may, but need not, be equal. The Stock Appreciation Right may be subject to such other terms and conditions on the time or times
when it may be exercised as the Committee may deem appropriate. The vesting provisions of individual Stock Appreciation Rights may vary.
No Stock Appreciation Right may be exercised for a fraction of a share of Common Stock. The Committee may, but shall not be required to,
provide for an acceleration of vesting and exercisability in the terms of any Stock Appreciation Right upon the occurrence of a specified
event, provided that if such Award is subject to Section 409A of the Code, such acceleration of vesting and exercisability complies with
the provisions of Section 409A of the Code.


 


(e) Exercise
and Payment. Upon exercise of a Stock Appreciation Right, the holder shall be entitled to receive from the Company an amount equal
to the number of shares of Common Stock subject to the Stock Appreciation Right 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 Stock
Appreciation Right or related Option. Payment with respect to the exercise of a Stock Appreciation Right 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 Stock Appreciation Right 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 Stock Appreciation Right. 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 Stock Appreciation Right, by its terms,
shall be exercisable only when the Fair Market Value per share of Common Stock subject to the Stock Appreciation Right and related Option
exceeds the exercise price per share thereof and no Stock Appreciation Rights may be granted in tandem with an Option unless the Committee
determines that the requirements of Section 7.1(b) 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 Stock Appreciation Right 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.


 






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(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 stockholder 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 similarly be
held in escrow by the Company for the Participant’s account, and interest may be credited on the amount of the cash dividends so
placed in escrow at a rate and subject to such terms as determined by the Committee. The cash dividends or stock dividends so placed in
escrow 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. The Committee may
also grant Restricted Stock Units with a deferral feature, if permitted in Section 409A of the Code, whereby settlement is deferred beyond
the vesting date until the occurrence of a future payment date or event set forth in an Award Agreement (“Deferred Stock Units”).
At the discretion of the Committee, each Restricted Stock Unit or Deferred 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 not be paid but shall be credited to the Participant’s account, and interest may be credited on the amount
of cash Dividend Equivalents credited to the Participant’s account 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 or Deferred 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 or Deferred Stock Unit and, if such Restricted Stock Unit or Deferred 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 stockholder with respect to such shares shall terminate without further obligation on the part of the Company.


 






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(ii) Restricted
Stock Units and Deferred Stock Units awarded to any Participant shall be subject to (A) forfeiture until the expiration of the Restricted
Period, and satisfaction of any applicable Performance Goals during such period, to the extent provided in the applicable Award Agreement,
and to the extent such Restricted Stock Units or Deferred Stock Units are forfeited, all rights of the Participant to such Restricted
Stock Units or Deferred 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, Restricted Stock Units and Deferred
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 or Deferred Stock Units are granted, such action is appropriate.


 


(d) Restricted
Period. With respect to Restricted Awards, the Restricted Period shall commence on the Grant Date and end at the time or times set
forth on a schedule established by the Committee in the applicable Award Agreement. 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, provided that if such Award is subject to Section 409A of the Code,
such acceleration is consistent with the provisions of Section 409A of the Code.


 


(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, or at the expiration of the deferral period with respect to any outstanding Deferred 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 vested Restricted Stock
Unit or Deferred 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 in the case of Restricted Stock Units, or the delivery date in the case of Deferred Stock Units,
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.


 


7.3. Performance
Share Awards.  


 


(a) Grant
of Performance Share Awards. Each Performance Share Award granted under the Plan shall be evidenced by an Award Agreement. Each Performance
Share Award so granted shall be subject to the conditions set forth in this Section 7.3, and to such other conditions
not inconsistent with the Plan as may be reflected in the applicable Award Agreement. The Committee shall have the discretion to determine:
(i) the number of shares of Common Stock or stock-denominated units subject to a Performance Share Award granted to any Participant; (ii)
the performance period applicable to any Award; (iii) the conditions that must be satisfied for a Participant to earn an Award; and (iv)
the other terms, conditions and restrictions of the Award.


 






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(b) Earning
Performance Share Awards. The number of Performance Shares earned by a Participant will depend on the extent to which the performance
goals established by the Committee are attained within the applicable Performance Period, as determined by the Committee. No payout shall
be made with respect to any Performance Share Award except upon written certification by the Committee that the minimum threshold performance
goal(s) have been achieved.


 


7.4. Performance
Compensation Awards.  


 


(a) General.
The Committee shall have the authority, at the time of grant of any Award described in this Plan (other than Options and Stock Appreciation
Rights granted with an exercise price equal to or greater than the Fair Market Value per share of Common Stock on the Grant Date), to
designate such Award as a Performance Compensation Award. In addition, the Committee shall have the authority to make an Award of a cash
bonus to any Participant and designate such Award as a Performance Compensation Award.


 


(b) Eligibility.
The Committee will, in its sole discretion, designate within the first 90 days of a Performance Period (or such shorter or longer time
period as the Committee shall determine) which Participants will be eligible to receive Performance Compensation Awards in respect of
such Performance Period. However, designation of a Participant eligible to receive an Award hereunder for a Performance Period shall not
in any manner entitle the Participant to receive payment in respect of any Performance Compensation Award for such Performance Period.
The determination as to whether or not such Participant becomes entitled to payment in respect of any Performance Compensation Award shall
be decided solely in accordance with the provisions of this Section 7.4. Moreover, designation of a Participant eligible
to receive an Award hereunder for a particular Performance Period shall not require designation of such Participant eligible to receive
an Award hereunder in any subsequent Performance Period and designation of one person as a Participant eligible to receive an Award hereunder
shall not require designation of any other person as a Participant eligible to receive an Award hereunder in such period or in any other
period.


 


(c) Discretion
of Committee with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee shall
have full discretion to select the length of such Performance Period (provided any such Performance Period shall be not less than one
fiscal quarter in duration), the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to
establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goal(s) that is (are) to apply to the Company and the
Performance Formula. Within the first 90 days of a Performance Period (or such shorter or longer time period as the Committee shall determine),
the Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion
with respect to each of the matters enumerated in the immediately preceding sentence of this Section 7.4(c) and record the
same in writing.


 


(d) Payment
of Performance Compensation Awards.


 


(i) Condition
to Receipt of Payment. Unless otherwise provided in the applicable Award Agreement, a Participant must be employed by the Company
on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance
Period.


 


(ii) Limitation.
A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the Performance
Goals for such period are achieved; and (B) the Performance Formula as applied against such Performance Goals determines that all or some
portion of such Participant’s Performance Compensation Award has been earned for the Performance Period.


 


(iii) Certification.
Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance
Goals for the Performance Period have been achieved and, if so, calculate and certify in writing the amount of the Performance Compensation
Awards earned for the period based upon the Performance Formula. The Committee shall then determine the actual size of each Participant’s
Performance Compensation Award for the Performance Period.


 






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(iv) Use
of Discretion. The Committee shall not have the discretion to grant or provide payment in respect of Performance Compensation Awards
for a Performance Period if the Performance Goals for such Performance Period have not been attained.


 


(v) Timing
of Award Payments. Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively
practicable following completion of the certifications required by this Section 7.4 but in no event later than 2 1/2 months
following the end of the fiscal year during which the Performance Period is completed.


 


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, provided that if such Award is subject to Section
409A of the Code, any such acceleration or exercisability or vesting is in compliance with the provisions of Section 409A of the Code.


 


10.2. Stockholder
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 an Affiliate in the capacity in effect at the time the Award was granted
or shall affect the right of the Company or an Affiliate 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 an Affiliate, and any applicable provisions
of the corporate law of the state in which the Company or the Affiliate 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 of employment to the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate 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.


 






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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, 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 Stock Appreciation Rights, 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 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 or its Affiliates, 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. 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. In
the discretion of the Board and the Committee, any Award Agreement may provide, or the Board or the Committee may provide by amendment
of any Award Agreement or otherwise, notwithstanding any provision of the Plan to the contrary, that in the event of a Change in Control,
Options and/or Stock Appreciation Rights shall become immediately exercisable with respect to all or a specified portion of the shares
subject to such Options or Stock Appreciation Rights, and/or the Restricted Period shall expire immediately with respect to all or a specified
portion of the shares of Restricted Stock or Restricted Stock Units.


 


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 stockholders of the Company in
the event. In the case of any Option or Stock Appreciation Right with an exercise price 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 Stock Appreciation Right 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 and its Subsidiaries, taken as a whole.


 






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13. Amendment
of the Plan and Awards.


 


13.1. Amendment
of Plan. The Board may amend, alter, suspend, discontinue, or terminate this Plan or any portion thereof at any time; provided
that (a) no amendment to the persons eligible to receive Awards set forth in Section 1.2 or to the maximum number of
shares as to which Awards may be granted set forth in Section 4.1 (except for adjustments pursuant to Section 11),
shall be made without stockholder approval, and (b) no such amendment, alteration, suspension, discontinuation or termination shall be
made without stockholder approval if such approval is necessary to comply with any Applicable Laws (including, without limitation, as
necessary to comply with any tax or regulatory requirement applicable to this Plan or to prevent the Company from being denied a tax deduction
under Section 162(m) of the Code); and provided further, that any such amendment, alteration, suspension, discontinuance or termination
that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted
shall not to that extent be effective without the prior written consent of the affected Participant, holder or beneficiary.


 


13.2. 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.


 


13.3. 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.


 


13.4. Amendment
of Awards. The Committee may, to the extent consistent with the terms of any applicable Award Agreement, waive any conditions or rights
under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award
Agreement, prospectively or retroactively; provided, however that any such waiver, amendment, alteration, suspension,
discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any
Award theretofore granted shall not to that extent be effective without the consent of the affected Participant.


 


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 and/or its Affiliates.


 


14.2. Clawback.
Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock
exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such 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).


 


14.3. Other
Compensation Arrangements. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements,
subject to stockholder 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.


 






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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. All of such programs and procedures shall be consistent with the
rules of Section 409A of the Code.


 


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, thirty
(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 and all Awards granted under the Plan are intended to comply with Section 409A of the Code to the extent subject thereto,
and, accordingly, to the maximum extent permitted, the Plan and all Awards Agreements 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 or any Award Agreement, 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 or Award Agreement during the
six (6) 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.


 






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14.13. Section
16. 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. 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.


 


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


 


14.16. 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.


 


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


 


14.18. 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 become effective as of the Effective Date, but no Award shall be exercised (or, in the case of a stock
Award, shall be granted) unless and until the Plan has been approved by the stockholders of the Company, which approval shall be within
twelve (12) months before or after the date the Plan is adopted by the Board.


 


16. Termination
or Suspension of the Plan. The Plan shall terminate automatically on March 14, 2032. 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, provided any such suspension or termination is consistent with the provisions of Section
409A of the Code. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.


 


17. Choice
of Law. Except to the extent governed by Federal 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.


 


 


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