Exhibit 4.6


 


MOVANO INC.


2021 INDUCEMENT
AWARD PLAN


 


Movano Inc., a Delaware
corporation sets forth herein the terms of its 2021 Inducement Award Plan.


 


		1.	PURPOSE



 


The purpose of the Plan is to provide, among other
equity awards, non-qualified stock options to individuals not previously employees of the Company (or following such individuals’
bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the
Company within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules. It is anticipated that providing such persons with a direct
stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders,
thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.


 


		2.	DEFINITIONS



 


For purposes of interpreting the Plan and related
documents (including Award Agreements), the following definitions shall apply:


 


2.1. “2019
Omnibus Plan” means the Company’s 2019 Amended and Restated Omnibus Incentive Plan, as amended
from time to time.


 


2.2. “Alternative
Award” means an Award made pursuant to Section 8.2.


 


2.3. “Award”
means an Inducement Non-Qualified Stock Option Award or an Alternative Award.


 


2.4. “Award
Agreement” means a written agreement between the Company and a Grantee, or notice from the Company
to a Grantee that evidences and sets out the terms and conditions of an Award.


 


2.5. “Board”
means the Board of Directors of the Company.


 


2.6. “Committee”
means the Compensation Committee of the Board.


 


2.7. “Common
Stock” means the common stock, par value $0.0001, of the Company.


 


2.8. “Company”
means Movano Inc., a Delaware corporation, or any successor corporation.


 


2.9. “Effective
Date” means September 15, 2021.


 


2.10. “Eligible
Individual” means any individual who was not previously an employee of the Company or any of its
Subsidiaries (or who has had a bona fide period of non-employment with the Company and its Subsidiaries) who is hired by the Company or
one of its Subsidiaries.


 






     


     


    


 


2.11. “Fair
Market Value” of a Share as of a particular date means (i) if the Common Stock is listed on a
national securities exchange, the closing or last price of the Common Stock on the composite tape or other comparable reporting system
for the applicable date, or if the applicable date is not a trading day, the trading day immediately preceding the applicable date, or
(ii) if the Common Stock is not then listed on a national securities exchange, the closing or last price of the Common Stock quoted by
an established quotation service for over-the-counter securities, or (iii) if the Common Stock is not then listed on a national securities
exchange or quoted by an established quotation service for over-the-counter securities, or the value of the Common Stock is not otherwise
determinable, such value as determined by the Committee. 


 


2.12. “Grant
Date” means the latest to occur of (i) the date as of which the Committee approves an Award, (ii)
the date on which the recipient of an Award first becomes eligible to receive an Award under Section 8 or (iii) such other date as may
be specified by the Committee in the Award Agreement.


 


2.13. “Grantee”
means a person who receives or holds an Award under the Plan.


 


2.14. “Inducement
Non-Qualified Stock Option Award” is defined in Section 8.1.


 


2.15. “Issued
Shares” means, collectively, all outstanding Shares issued pursuant to Awards (including Shares
issued in connection with the exercise of an Inducement Non-Qualified Stock Option Award).


 


2.16. “Plan”
means this Movano Inc. 2021 Inducement Award Plan.


 


2.17. “Separation
from Service” means the termination of a Grantee’s service as an employee of the Company,
whether initiated by the Grantee or the Company or an Affiliate; provided that if any Award governed by Section 409A is to be distributed
on a Separation from Service, then the definition of Separation from Service for such purposes shall comply with the definition provided
in Section 409A. Unless otherwise provided in the applicable Award Agreement, a Grantee’s change in position or duties shall not
result in interrupted or terminated service, so long as such Grantee continues to be an employee of the Company.


 


2.18. “Share”
means a share of Common Stock.


 


2.19. “Termination
Date” means September 15, 2024.


 


Any capitalized terms used but not defined herein
are defined in the 2019 Omnibus Plan.


 






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		3.	ADMINISTRATION OF THE PLAN



 


3.1. General


 


The Board shall have such powers and authorities
related to the administration of the Plan as are consistent with the Company’s certificate or articles of incorporation, bylaws
and applicable law, and as further described herein. To the extent permitted by applicable law, the Board shall have the power and authority
to delegate its powers and responsibilities hereunder to the Committee, which shall have full authority to act in accordance with its
charter, and with respect to the authority of the Board to act hereunder. All references to the Board shall be deemed to include a reference
to the Committee, to the extent such power or responsibilities of the board have been delegated. The Committee shall administer the Plan;
provided that the Board shall retain the right to exercise the authority of the Committee to the extent consistent with applicable law
and the applicable requirements of any securities exchange on which Common Stock may then be listed. Except as specifically provided in
Section 13 or as otherwise may be required by applicable law, regulatory requirement or the certificate or articles of incorporation or
the bylaws of the Company, the Board shall have full power and authority to take all actions and to make all determinations required or
provided for under the Plan, any Award or any Award Agreement, and shall have full power and authority to take all such other actions
and make all such other determinations not inconsistent with the specific terms and conditions of the Plan that the Board deems to be
necessary or appropriate to the administration of the Plan. The actions, determinations, interpretation, construction and decisions by
the Board with respect to the Plan, any Award or any Award Agreement shall be in the Board’s sole discretion and shall be final,
binding and conclusive. Without limitation, the Board shall have full and final power and authority, subject to the other terms and conditions
of the Plan, to::


 


(i) designate Grantees;


 


(ii) determine the type or types of
Awards to be made to a Grantee;


 


(iii) determine the number of shares
of Stock to be subject to an Award;


 


(iv) establish the terms and conditions
of each Award (including, but not limited to, the Option Price of any Inducement Non-Qualified Stock Option Award, the nature and duration
of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award
or the Shares subject thereto);


 


(v) prescribe the form of each Award
Agreement; and


 


(vi) amend, modify, or supplement the
terms of any outstanding Award including the authority, in order to effectuate the purposes of the Plan, to modify Awards to foreign nationals
or individuals who are employed outside the United States to recognize differences in local law, tax policy, or custom.


 


3.2. No
Liability


 


No member of the Board or of the Committee shall
be liable for any action or determination made in good faith with respect to the Plan, any Award or Award Agreement.


 


3.3. Book
Entry


 


Notwithstanding any other provision of this Plan
to the contrary, the Company may elect to satisfy any requirement under this Plan for the delivery of stock certificates through the use
of book-entry.


 


		4.	STOCK SUBJECT TO THE PLAN



 


4.1. Authorized
Number of Shares


 


Subject to adjustment under Section 10,
the aggregate number of Shares that may be initially issued pursuant to the Plan is 2,000,000 Shares.


 






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4.2. Share
Counting


 


4.2.1 General


 


Each Share granted in connection with an Award shall
be counted as one Share against the limit in Section 4.1, subject to the provisions of this Section 4.2.


 


4.2.2 Cash-Settled Awards


 


Any Award settled in cash shall not be counted as
issued Shares for any purpose under the Plan.


 


4.2.3 Expired or Terminated Awards


 


If any Award expires, or is terminated, surrendered
or forfeited, in whole or in part, the unissued Shares covered by such Award shall again be available for the grant of Awards.


 


4.2.4 Payment of Option Price or Tax Withholding
in Shares


 


If Shares issuable upon exercise, vesting or settlement
of an Award, or Shares owned by a Grantee (which are not subject to any pledge or other security interest) are surrendered or tendered
to the Company in payment of an Inducement Non-Qualified Stock Option Award or any taxes required to withheld in respect of an Award,
in each case, in accordance with the terms and conditions of the Plan and any applicable Award Agreement, such surrendered or tendered
Shares shall again be available for the grant of Awards.


 


		5.	EFFECTIVE DATE, DURATION AND AMENDMENTS



 


5.1. Term


 


The Plan shall be effective as of the Effective
Date. The Plan shall terminate automatically on the Termination Date and may be terminated on any earlier date as provided in Section 5.2.


 


5.2. Amendment
and Termination of the Plan


 


The Board may, at any time and from time to time,
amend, suspend, or terminate the Plan as to any Awards which have not been made. An amendment shall be contingent on approval of the Company’s
stockholders to the extent stated by the Board, required by applicable law or required by applicable stock exchange listing requirements.
No Awards shall be made after the Termination Date. The applicable terms of the Plan, and any terms and conditions applicable to Awards
granted prior to the Termination Date shall survive the termination of the Plan and continue to apply to such Awards. No amendment, suspension,
or termination of the Plan shall, without the consent of the Grantee, materially impair rights or obligations under any Award theretofore
awarded.


 






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		6.	ELIGIBILITY



 


Grantees under the Plan will be such Eligible Individuals
as are selected from time to time by the Board in its sole discretion, and such Grantees shall be eligible to receive an Award in accordance
with Section 8.


 


		7.	AWARD AGREEMENT



 


The grant of any Award may be contingent upon the
Grantee executing an appropriate Award Agreement, in such form or forms as the Board shall from time to time determine. Without limiting
the foregoing, an Award Agreement may be provided in the form of a notice that provides that acceptance of the Award constitutes acceptance
of all terms and conditions of the Plan and the notice. Award Agreements granted from time to time or at the same time need not contain
similar provisions but shall be consistent with the terms and conditions of the Plan.


 


		8.	awards



 


8.1. Inducement
Non-Qualified Stock Option Awards


 


The Board may, from time to time and in its sole
discretion, grant to Grantees an award of non-qualified stock options (an “Inducement Non-Qualified Stock Option Award”)
in such form as the Board may from time to time approve.


 


8.1.1 Option Price.


 


The Option Price of each Inducement Non-Qualified
Stock Option Award shall be fixed by the Board and stated in the related Award Agreement.


 


8.1.2 Vesting.


 


Subject to Section 8.1.3, each Inducement
Non-Qualified Stock Option Award shall become exercisable at such times and under such conditions (including performance requirements)
as stated in the Award Agreement.


 


8.1.3 Term


 


Each Inducement Non-Qualified Stock Option Award,
and all rights to purchase Shares thereunder shall cease, upon the expiration of 10 years from the Grant Date, or under such circumstances
and on such date prior thereto as is set forth in the Plan or as may be fixed by the Board and stated in the related Award Agreement.


 


8.1.4 Limitations on Exercise of Option


 


Notwithstanding any other provision of the
Plan, in no event may any Inducement Non-Qualified Stock Option Award be exercised, in whole or in part, after the occurrence of an event
that results in termination of the Inducement Non-Qualified Stock Option Award.


 


8.1.5 Method of Exercise


 


An Inducement Non-Qualified Stock Option Award
that is exercisable may be exercised by the Grantee’s delivery of a notice of exercise to the Company, setting forth the number
of Shares with respect to which the Inducement Non-Qualified Stock Option Award is to be exercised, accompanied by full payment for the
Shares. To be effective, notice of exercise must be made in accordance with procedures established by the Board from time to time.


 






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8.1.6 Rights of Holders of Inducement Non-Qualified
Stock Option Awards


 


Unless otherwise provided in the applicable
Award Agreement, an individual holding or exercising an Inducement Non-Qualified Stock Option Award shall have none of the rights of a
stockholder (for example, the right to receive cash or dividend payments or distributions attributable to the subject Shares or to direct
the voting of the subject Shares) until the Shares covered thereby are fully paid an issued to him. Except as provided in Section 10
or the related Award Agreement, no adjustment shall be made for dividends, distribution or other rights for which the record date is prior
to the date of such issuance.


 


8.2. Other
Awards


 


In addition to Inducement Non-Qualified Stock Option
Awards granted pursuant to Section 8.1, the Board is authorized to grant an alternative form of Award (other than Incentive Stock
Options), as long as such form of Award is provided for in the 2019 Omnibus Plan.


 


		9.	requirements of law



 


9.1. General


 


The Company shall not be required to sell or issue
any Shares under any Award if the sale or issuance of such Shares would constitute a violation by the Grantee, any other individual exercising
an Inducement Non-Qualified Stock Option Award, or the Company of any provision of any law or regulation of any governmental authority,
including any federal or state securities laws or regulations. If at any time the Board determines that the listing, registration or qualification
of any Shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as
a condition of, or in connection with, the issuance or purchase of Shares hereunder, no Shares may be issued or sold to the Grantee or
any other individual exercising an Inducement Non-Qualified Stock Option Award pursuant to such Award unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any
delay caused thereby shall in no way affect the date of termination of the Award. Specifically, in connection with the Securities Act,
upon the exercise of any Inducement Non-Qualified Stock Option Award or the delivery of any Shares underlying an Award, unless a registration
statement under such Act is in effect with respect to the Shares covered by such Award, the Company shall not be required to sell or issue
such Shares unless the Board has received evidence satisfactory to it that the Grantee or any other individual exercising an Option may
acquire such Shares pursuant to an exemption from registration under the Securities Act. The Company may, but shall in no event be obligated
to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative
action in order to cause the exercise of an Inducement Non-Qualified Stock Option Award or the issuance of Shares pursuant to the Plan
to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that
an Inducement Non-Qualified Stock Option Award shall not be exercisable until the Shares covered by such Inducement Non-Qualified Stock
Option Award are registered or are exempt from registration, the exercise of such Inducement Non-Qualified Stock Option Award (under circumstances
in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability
of such an exemption.


 






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9.2. Rule 16b-3


 


During any time when the Company has a class of
equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of
Inducement Non-Qualified Stock Option Awards granted hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange
Act. To the extent that any provision of the Plan or action by the Board does not comply with the requirements of Rule 16b-3, it shall
be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan.
In the event that Rule 16b-3 is revised or replaced, the Board may modify the Plan in any respect necessary to satisfy the requirements
of, or to take advantage of any features of, the revised exemption or its replacement.


 


		10.	EFFECT OF CHANGES IN CAPITALIZATION



 


10.1. Adjustments
for Changes in Capital Structure


 


Subject to any required action by the Company’s
stockholders, in the event of any change in the Common Stock effected without receipt of consideration by the Company, whether through
merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock
split, split-up, split-off, spin-off, combination of shares, exchange of shares or similar change in the capital structure of the Company,
or in the event of payment of a dividend or distribution to the Company’s stockholders in a form other than Shares (excepting normal
cash dividends) that has a material effect on the Fair Market Value, appropriate and proportionate adjustments shall be made in the number
and class of shares subject to the Plan and to any outstanding Awards, and in the Option Price, SAR Exercise Price or Purchase Price per
Share of any outstanding Awards in order to prevent dilution or enlargement of Grantees’ rights under the Plan. For purposes of
the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration
by the Company.” If a majority of the Shares which are of the same class as the Shares that are subject to outstanding Awards are
exchanged for, converted into, or otherwise become (whether or not pursuant to a Change in Control) shares of another corporation (the
“New Shares”), the Board may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares. In
the event of any such amendment, the number of Shares subject to, and the Option Price of the outstanding Awards shall be adjusted in
a fair and equitable manner. Any fractional share resulting from an adjustment pursuant to this Section 10.1 shall be rounded
down to the nearest whole number and the Option Pric per share shall be rounded up to the nearest whole cent. In no event may the exercise
price of any Award be decreased to an amount less than the par value, if any, of the stock subject to the Award. The Board may also make
such adjustments in the terms of any Award to reflect, or related to, such changes in the capital structure of the Company or distributions
as it deems appropriate. Adjustments determined by the Board pursuant to this Section 14.1 shall be made in accordance
with Section 409A to the extent applicable.


 






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10.2. Change
in Control


 


10.2.1. Consequences
of a Change in Control


 


Unless otherwise provided in the applicable Award
Agreement, either of the following provisions shall apply, depending on whether, and the extent to which, such Awards are assumed, converted
or replaced by the resulting entity in a Change in Control:


 


		(i)	To the extent such Awards are not assumed, converted or replaced by the resulting entity in the Change in Control, then upon the Change
in Control such outstanding Awards that may be exercised shall become fully exercisable, and all restrictions with respect to such outstanding
Awards shall lapse and become vested and non-forfeitable.



 


		(ii)	To the extent such Awards are assumed, converted or replaced by the resulting entity in the Change in Control, if, within two years
after the date of the Change in Control, the Grantee has a Separation from Service either (1) by the Company other than for Cause or (2)
by the Grantee for “good reason” (as defined in the applicable Award Agreement), then such outstanding Awards that may be
exercised shall become fully exercisable, and all restrictions with respect to such outstanding Awards shall lapse and become vested and
non-forfeitable.



 


10.2.2. Change
in Control Defined


 


Unless otherwise provided in the applicable Award
Agreement, a “Change in Control” means the consummation of any of the following events:


 


		(i)	The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2)
of the Exchange Act), other than the Company or any subsidiary, affiliate (within the meaning of Rule 144 promulgated under the Securities
Act) or employee benefit plan of the Company, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of more than 50% of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally
in the election of directors (the “Voting Securities”); or



 


		(ii)	A reorganization, merger, consolidation or recapitalization of the Company (a “Business Combination”), other than
a Business Combination in which more than 50% of the combined voting power of the outstanding voting securities of the surviving or resulting
entity immediately following the Business Combination is held by the Persons who, immediately prior to the Business Combination, were
the holders of the Voting Securities; or



 


		(iii)	A complete liquidation or dissolution of the Company, or a sale of all or substantially all of the assets of the Company; or



 


		(iv)	During any period of 24 consecutive months, the Incumbent Directors cease to constitute a majority of the Board; “Incumbent
Directors” means individuals who were members of the Board at the beginning of such period or individuals whose election or
nomination for election to the Board by the stockholders of the Company was approved by a vote of at least a majority of the then Incumbent
Directors (but excluding any individual whose initial election or nomination is in connection with an actual or threatened proxy contest
relating to the election of directors).



 






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Notwithstanding the foregoing, if it is determined
that an Award is subject to the requirements of Section 409A and payable upon a Change in Control, the Company will not be deemed
to have undergone a Change in Control for purposes of the Plan unless the Company is deemed to have undergone a “change in control
event” pursuant to the definition of such term in Section 409A.


 


10.3. Adjustments


 


Adjustments under this Section 10 related
to Shares or securities of the Company shall be made by the Board. No fractional shares or other securities shall be issued pursuant to
any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the
nearest whole share.


 


		11.	No Limitations on Company



 


The making of Awards pursuant to the Plan shall
not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of
its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business
or assets.


 


		12.	TERMS APPLICABLE GENERALLY TO AWARDS GRANTED UNDER THE PLAN



 


12.1. Disclaimer
of Rights


 


No provision in the Plan or in any Award Agreement
shall be construed to confer upon any individual the right to remain in the employ or service of the Company or any Affiliate, or to interfere
in any way with any contractual or other right or authority of the Company either to increase or decrease the compensation or other payments
to any individual at any time, or to terminate any employment or other relationship between any individual and the Company. In addition,
notwithstanding anything contained in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, no Award granted
under the Plan shall be affected by any change of duties or position of the Grantee, so long as such Grantee continues to be an employee.
The obligation of the Company to pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation to pay only those
amounts described herein, in the manner and under the conditions prescribed herein. The Plan shall in no way be interpreted to require
the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee
or beneficiary under the terms of the Plan.


 


12.2. Withholding
Taxes


 


The Company or an Affiliate, as the case may be,
shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state, or local taxes of any kind required
by law to be withheld (i) with respect to the vesting of or other lapse of restrictions applicable to an Award, (ii) upon the
issuance of Shares upon the exercise of an Inducement Non-Qualified Stock Option Award, or (iii) otherwise due in connection with
an Award. At the time of such vesting, lapse, or exercise, the Grantee shall pay to the Company or the Affiliate, as the case may be,
any amount that the Company or the Affiliate may reasonably determine to be necessary to satisfy such withholding obligation. Subject
to the prior approval of the Board, the Grantee may elect to satisfy such obligations, in whole or in part, (i) by causing the Company
or the Affiliate to withhold the minimum required number of Shares otherwise issuable to the Grantee as may be necessary to satisfy such
withholding obligation or (ii) by delivering to the Company or the Affiliate Shares already owned by the Grantee. The Shares so delivered
or withheld shall have an aggregate Fair Market Value equal to such withholding obligations. The Fair Market Value used to satisfy such
withholding obligation shall be determined by the Company or the Affiliate as of the date that the amount of tax to be withheld is to
be determined. A Grantee who has made an election pursuant to this Section 12.2 may satisfy his or her withholding obligation only
with Shares that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.


 






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12.3. Other
Provisions


 


Each Award Agreement
may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Board,
in its sole discretion. 


 


12.4. Market
Standoff Requirement


 


Unless otherwise provided in the applicable Award
Agreement or other agreement to which a Grantee is a party, in connection with any underwritten public offering of its Common Stock (“Offering”)
and upon request of the Company or the underwriters managing the Offering, Grantees shall not be permitted to sell, make any short sale
of, loan, grant any option for the purchase of or otherwise directly or indirectly dispose of any Common Stock delivered under the Plan
(other than those Shares included in the Offering) without the prior written consent of the Company or such underwriters, as the case
may be, for such period of time from the effective date of the registration statement with respect to such Offering as may be requested
by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters
in connection with such Offering.


 


12.5. Severability


 


If any provision of the Plan or any Award Agreement
shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof
shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.


 


12.6. Governing
Law


 


The Plan shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law, and applicable Federal
law.


 


12.7. Section 409A


 


The Plan is intended to comply with Section 409A
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 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, 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 Grantee’s Separation from Service shall instead be paid on the first payroll date after the six-month anniversary
of the Grantee’s Separation from Service (or the Grantee’s death, if earlier). Notwithstanding the foregoing, neither the
Company nor the Board shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Grantee
under Section 409A and neither the Company nor the Board shall have any liability to any Grantee for such tax or penalty.


 






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12.8. Separation
from Service


 


The Board
shall determine the effect of a Separation from Service upon Awards, and such effect shall be set forth
in the appropriate Award Agreement. Without limiting the foregoing, the Board may provide in the
Award Agreements at the time of grant, or any time thereafter with the consent of the Grantee, the actions that will be taken upon the
occurrence of a Separation from Service, including, but not limited to, accelerated vesting or termination, depending upon the circumstances
surrounding the Separation from Service.


 


12.9. Transferability
of Awards


 


12.9.1.
Transfers in General


 


Except as provided in Section 12.9.2, no Award
shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution,
and, during the lifetime of the Grantee, only the Grantee personally (or the Grantee’s personal representative) may exercise rights
under the Plan.


 


12.9.2.
Family Transfers


 


If authorized in the applicable Award Agreement,
a Grantee may transfer, not for value, all or part of an Award to any Family Member. For the purpose of this Section 12.9.2, a
“not for value” transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in
settlement of marital property rights; or (iii) a transfer to an entity in which more than fifty percent of the voting interests
are owned by Family Members (or the Grantee) in exchange for an interest in that entity. Following a transfer under this Section 12.9.2,
any such Award shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. Subsequent
transfers of transferred Awards are prohibited except to Family Members of the original Grantee in accordance with this Section 12.9.2
or by will or the laws of descent and distribution.


 


12.10. Dividends
and Dividend Equivalent Rights


 


If specified in the Award Agreement, the recipient
of an Award under this Plan may be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents with respect
to the Shares or other securities covered by an Award. The terms and conditions of a dividend equivalent right may be set forth in the
Award Agreement. Dividend equivalents credited to a Grantee may be paid currently or may be deemed to be reinvested in additional Shares
or other securities of the Company at a price per unit equal to the Fair Market Value of a Share on the date that such dividend was paid
to stockholders, as determined in the sole discretion of the Board.


 


12.11. Plan
Construction


 


In the Plan, unless otherwise stated, the following
uses apply: (i) references to a statute or law refer to the statute or law and any amendments and any successor statutes or laws,
and to all valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered
thereunder, as amended, or their successors, as in effect at the relevant time; (ii) in computing periods from a specified date to
a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,”
and the words “to,” “until” and “ending on” (and the like) mean “to and including”; (iii) indications
of time of day shall be based upon the time applicable to the location of the principal headquarters of the Company; (iv) the words
“include,” “includes” and “including” (and the like) mean “include, without limitation,”
“includes, without limitation” and “including, without limitation” (and the like), respectively; (v) all
references to articles and sections are to articles and sections in the Plan; (vi) all words used shall be construed to be of such
gender or number as the circumstances and context require; (vii) the captions and headings of articles and sections have been inserted
solely for convenience of reference and shall not be considered a part of the Plan, nor shall any of them affect the meaning or interpretation
of the Plan or any of its provisions; (viii) any reference to an agreement, plan, policy, form, document or set of documents, and
the rights and obligations of the parties under any such agreement, plan, policy, form, document or set of documents, shall mean such
agreement, plan, policy, form, document or set of documents as amended from time to time, and any and all modifications, extensions, renewals,
substitutions or replacements thereof; and (ix) all accounting terms not specifically defined shall be construed in accordance with
generally accepted accounting principles.


 


* * *


 


The Plan was adopted by the Board of Directors of the Company on September
15, 2021.


 


 


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