Optimumbank Holdings, Inc. 2011 Equity Incentive Plan



 Exhibit 10.1 
 OPTIMUMBANK HOLDINGS, INC. 2011 EQUITY INCENTIVE PLAN 
 1. Plan Purpose. The
purpose of the Plan is to promote the long-term interests of the Company and its shareholders by providing a means for attracting and retaining directors and key employees of the Company and its Affiliates. 

2. Definitions. The following definitions are applicable to the Plan: 
 “Affiliate” means any “parent corporation” or “subsidiary corporation” of the Company as such terms are defined in Code sections 424(e) and (f), respectively.

 “Award” means the grant by the Compensation Committee and/or the Board of Directors of Incentive Stock Options,
Non-Qualified Stock Options, Restricted Shares, Performance Shares, Bonus Shares, or any combination thereof, as provided in the Plan. 

“Award Agreement” means the written agreement setting forth the terms and provisions applicable to each Award granted under the Plan.

 “Company” means OptimumBank Holdings, Inc. 
 “Board” means the Board Directors of the Company. 
 “Bonus
Shares” mean shares awarded pursuant to Section 13. 
 “Cause” means, in connection with a Participant’s
termination of service, theft or embezzlement from the Company or any Affiliate, violation of a material term or condition of employment, disclosure of confidential information of the Company or any Affiliate, conviction of the Participant of a
crime of moral turpitude, stealing of trade secrets or intellectual property owned by the Company or any Affiliate, any act by the Participant in competition with the Company or any Affiliate, issuance of an order for removal of the Participant by
the Company’s banking regulator, or any other act, activity or conduct of a Participant which in the opinion of the Company is adverse to the best interests of the Company or any Affiliate. “Cause” shall also include any definition
included in the employment agreement between any plan participant and the Company or any of its subsidiaries. 
 “Change of
Control” a Change of Control shall mean: 
 (a) a merger in which the Company is not the surviving entity or a sale by the Company of
all or substantially all of its assets, 
 (b) the acquisition by any individual or group of the Company by means of a merger, consolidation or
purchase of 80% or more of its outstanding shares. The term “group” and the concept of beneficial ownership shall have such meanings ascribed thereto as set forth in the Exchange Act and the regulations and rules thereunder. 

(c) or the acquisition by any individual or group of beneficial ownership of more than 50% of the outstanding shares of the Company. The term
“group” and the concept of beneficial ownership shall have such meanings ascribed thereto, as set forth in the Exchange Act and the regulations and rules thereunder. 
 For purposes of this Plan, where a change of control of the Company results from a series of related transactions, the change of control of the Company shall be deemed to have occurred on the date of the
consummation of the first such transaction. 
 “Code” means the Internal Revenue Code of 1986, as amended, and its interpretive
regulations. 







 “Committee” means the Compensation Committee appointed by the Board pursuant to
Section 3 of the Plan. 
 “Continuous Service” means, in the case of an Employee, the absence of any interruption or
termination of service as an Employee of the Company or an Affiliate; and in the case of an individual who is not an Employee, the absence of any interruption or termination of the service relationship between the individual and the Company or an
Affiliate. Service will not be considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of a Participant’s transfer between the Company and an Affiliate or any
successor to the Company. 
 “Director” means any individual who is a member of the Board. 

“Disability” means total and permanent disability as determined by the Compensation Committee and/or the Board pursuant to Code section
22(e)(3). 
 “EBITDA” means earnings before interest, taxes, depreciation and amortization. 

“Employee” means any person, including an officer, who is employed by the Company or any Affiliate. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 “Exercise Price” means the price per Share at which the Shares subject to an Option may be purchased upon exercise of the Option. 
 “Incentive Stock Option” means an option to purchase Shares granted by the Compensation Committee and/or Board of Directors pursuant to the terms of the Plan that is intended to qualify
under Code section 422. 
 “Market Value” means the last reported sale price on the trading date preceding the date in question
(or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) of the Shares on the Nasdaq Capital Market, or, if the Shares are not listed on the Nasdaq Capital Market, on the principal exchange on
which the Shares are listed for trading, or, if the Shares are not then listed for trading on any exchange, the mean between the closing high bid and low asked quotations of the Shares on the date in question as reported by NASDAQ or any similar
system then in use, or, if no such quotations are available, the fair market value on such date of the Shares as the Compensation Committee and/or Board of Directors shall determine. 
 “Non-Qualified Stock Option” means an option to purchase Shares granted by the Compensation Committee and/or the Board pursuant to the terms of the Plan, which option is not intended to
qualify under Code section 422. 
 “Option” means an Incentive Stock Option or a Non-Qualified Stock Option. 

“Participant” means any individual selected by the Compensation Committee and/or the Board to receive an Award. 

“Performance Cycle” means the period of time, designated by the Compensation Committee and/or the Board, over which Performance Shares
may be earned. 
 “Performance Shares” means Shares awarded pursuant to Section 12 of the Plan. 

“Plan” means the OptimumBank Holdings, Inc. 2011 Equity Incentive Plan. 
 “Restricted Period” means the period of time selected by the Compensation Committee and/or the Board for the purpose of determining when restrictions are in effect under Section 11
of the Plan with respect to Restricted Shares. 







 “Restricted Shares” means Shares that have been contingently awarded to a Participant by
the Compensation Committee and/or the Board subject to the restrictions referred to in Section 12 of the Plan, so long as such restrictions are in effect. 
 “Retirement” means, in the case of an Employee or Director, a termination of Continuous Service by reason of the Employee’s or Director’s retirement on or after the
Employee’s or Director’s 65th birthday.

 “Securities Act” means the Securities Act of 1933, as amended. 
 “Shares” means the shares of common stock, par value of $0.01 per share. 
 3.
Administration. The Plan will be administered by the Board and/or the Compensation Committee, which will consist of two or more members of the Board, each of whom will be independent directors as a “non-employee
director” as provided under Rule 16b-3 of the Exchange Act, an “outside director” as provided under Code section 162(m), and an “independent director” under Rule 5605(a)(2) of the NASDAQ Corporate Governance Rules, as
amended. The members of the Committee will be appointed by the Board. Except as limited by the express provisions of the Plan, the Board through its Compensation Committee will have sole and complete authority and discretion to (a) select
Participants and grant Awards; (b) determine the number of Shares to be subject to types of Awards generally, as well as to individual Awards granted under the Plan; (c) determine the terms and conditions upon which Awards will be granted
under the Plan including the vesting requirements of such Awards made under the Plan; (d) prescribe the form and terms of Award Agreements; (e) establish procedures and regulations for the administration of the Plan; (f) interpret the
Plan; and (g) make all determinations deemed necessary or advisable for the administration of the Plan. With respect to Director and Senior Executive Officers as it relates to (a) through (g) above, the Board will have sole and
complete authority and discretion. With respect to all other Officers and Employees, the Board or the Compensation Committee will have complete authority and discretion with regard to (a) through (g) above. 

A majority of the Compensation Committee and/or the Board will constitute a quorum, and the acts of a majority of the members present at any meeting at
which a quorum is present, or acts approved in writing by all members of the Compensation Committee and/or the Board without a meeting, will be acts of the Board. All determinations and decisions made by the Compensation Committee and/or the Board
pursuant to the provisions of the Plan will be final, conclusive, and binding on all persons, and will be given the maximum deference permitted by law. The Board hereby delegates this responsibility to its Compensation Committee. 

4. Participants. The Compensation Committee and/or the Board may select from time to time Participants in the Plan from those officers,
Directors, and Employees of the Company or its Affiliates who, in the opinion of the Compensation Committee and/or the Board, have the capacity for contributing in a substantial measure to the successful performance of the Company or its Affiliates.

 5. Substitute Options. In the event the Company or an Affiliate consummates a transaction described in Code
Section 424(a), persons who become Employees or Directors on account of such transaction may be granted Options in substitution for Options granted by the former employer. The Compensation Committee and/or the Board and consistent with Code
Section 424(a) shall determine the Exercise Price of the substitute Options. 
 6. Shares Subject to Plan, Limitations on Grants and
Exercise Price. Subject to adjustment by the operation of Section 14 hereof: 
  

	•	 	 The maximum number of Shares that may be issued with respect to Awards made under the Plan is 2,200,000 Shares, 










	•	 	 The Shares with respect to which Awards may be made under the Plan are authorized and unissued Shares. Any Award that expires, terminates or is
surrendered for cancellation, or with respect to Restricted Shares, which is forfeited (so long as any cash dividends paid on such Shares are also forfeited), may be subject to new Awards under the Plan with respect to the number of Shares as to
which a termination or forfeiture has occurred. Additionally, Shares that are withheld by the Company or delivered by the Participant to the Company in order to satisfy payment of the Exercise Price or any tax withholding obligation and Shares
granted pursuant to an Award Agreement which is subsequently settled in cash rather than Shares, may be subject to new Awards under the Plan. 


  

	•	 	 Notwithstanding any other provision under the Plan, the Exercise Price for any Option awarded under the Plan may not be less than the Market Value of
the Shares on the date of grant. 


 7. General Terms and Conditions of Options. 

 

	•	 	 The Compensation Committee and/or the Board will have full and complete authority and discretion, except as expressly limited by the Plan, to grant
Options and to prescribe the terms and conditions (which need not be identical among Participants) of the Options. Each Option will be evidenced by an Award Agreement that will specify: (i) the Exercise Price, (ii) the number of Shares
subject to the Option, (iii) the expiration date of the Option, (iv) the manner, time and rate (cumulative or otherwise) of exercise of the Option, (v) the restrictions, if any, to be placed upon the Option or upon Shares that may be
issued upon exercise of the Option, (vi) the conditions, if any, under which a Participant may transfer or assign Options, and (vii) any other terms and conditions as the Compensation Committee and/or the Board, in its sole discretion, may
determine. 


  

	•	 	 Other than in connection with a change in the Company’s capitalization (as described in Section 14 of the Plan), the Compensation Committee
and/or the Board shall not, without the further approval of the shareholders of the Company, authorize the amendment of any outstanding Option Award Agreement to reduce the Exercise Price. Furthermore, no Option shall be cancelled and replaced by
issuance to the same participant of an Option having a lower Exercise Price without further approval of the shareholders of the Company. 


 8. Exercise of Options. 
  

	•	 	 Except as provided in Section 16, an Option granted under the Plan will be exercisable only by the Participant, and except as provided in
Section 9 of the Plan, no Option may be exercised unless at the time the Participant exercises the Option, the Participant has maintained Continuous Service since the date of the grant of the Option. Options may be exercised for whole shares
only. If an option would otherwise be exercisable for fractional shares, the option is rounded down to nearest whole share amount. 


  

	•	 	 To exercise an Option under the Plan, the Participant must give written notice to the Company specifying the number of Shares with respect to which the
Participant elects to exercise the Option together with full payment of the Exercise Price. The date of exercise will be the date on which the notice is received by the Company. Payment may be made either (i) in cash (including check, bank
draft or money order), (ii) by tendering Shares already owned by the Participant for at least six (6) months prior to the date of exercise and having a Market Value on the date of exercise equal to the Exercise Price, or (iii) by
any other means determined by the Compensation Committee and/or the Board in its sole discretion. 


 9. Termination of
Options. Unless otherwise specifically provided elsewhere in the Plan or by the Compensation Committee and/or the Board in the Award Agreement or any amendment thereto, Options will terminate as provided in this Section. 

 

	•	 	 Unless sooner terminated under the provisions of this Section, Options will expire on the earlier of the date specified in the Award Agreement or the
expiration of ten (10) years from the date of grant. 










	•	 	 If the Continuous Service of a Participant is terminated for reason of Retirement, the Participant may exercise outstanding Options to the extent that
the Participant was entitled to exercise the Options at the date of cessation of Continuous Service, but only within the period of three (3) months immediately succeeding the Participant’s cessation of Continuous Service. Any unvested
options at the date of cessation of continuous service will be forfeited by the Participant. 


  

	•	 	 If the Continuous Service of a Participant is terminated for Cause, all rights under any Options granted to the Participant will terminate immediately
upon the Participant’s cessation of Continuous Service, and the Participant will (unless the Compensation Committee and/or the Board, in its sole discretion, waives this requirement) repay to the Company within ten (10) days the amount of
any gain realized by the Participant upon any exercise of an Option, awarded under the Plan, within three (3) months prior to the cessation of Continuous Service. 



 

	•	 	 If the Continuous Service of a Participant is terminated voluntarily by the Participant for any reason other than death, Disability, or Retirement, the
Participant may exercise outstanding Options to the extent that the Participant was entitled to exercise the Options at the date of cessation of Continuous Service, but only within the period of three (3) months immediately succeeding the
Participant’s cessation of Continuous Service, and in no event after the applicable expiration dates of the Options. 


  

	•	 	 If the Continuous Service of a Participant is terminated by the Company without Cause, the Participant may exercise outstanding Options to the extent
that the Participant was entitled to exercise the Options at the date of cessation of Continuous Service, but only within the period of three (3) months immediately succeeding the Participant’s cessation of Continuous Service, and in no
event after the applicable expiration dates of the Options; provided, however, that if a Participant is terminated by the Company without Cause within twelve months after a Change of Control, such Participant may exercise outstanding Options to the
extent he or she was entitled to exercise the Options at the date of cessation of Continuous Service, within the period of three (3) months immediately succeeding the cessation of Continuous Service but in no event after the applicable
expiration dates of the Options. 


  

	•	 	 In the event of the Participant’s death or disability, all Options heretofore granted and not fully exercisable will terminate immediately. The
Participant or the Participant’s beneficiary, as the case may be, may exercise all vested Options within the period of one (1) year immediately succeeding the Participant’s cessation of Continuous Service by reason of death or
Disability, and in no event after the applicable expiration date of the Options. 


  

	•	 	 Notwithstanding the provisions of the foregoing paragraphs of this Section 9, the Compensation Committee and/or the Board may, in its sole
discretion, establish different terms and conditions pertaining to the effect of the cessation of Continuous Service, to the extent permitted by applicable federal and state law. Additionally, notwithstanding the provisions of the foregoing
paragraphs of this Section 9, the Compensation Committee and/or the Board may, in its sole discretion, allow the exercise of an expired Option if the Compensation Committee and/or the Board determines that: (i) the expiration was solely
the result of the Company’s inability to execute the exercise of an Option due to conditions beyond the Company’s control, and (ii) the Participant made valid and reasonable efforts to exercise the Award. In the event the Compensation
Committee and/or the Board makes such a determination, the Company shall allow the exercise to occur as promptly as possible following its receipt of exercise instructions subsequent to such determination. 



10. Restrictive Covenants. In its discretion, the Compensation Committee and/or the Board may condition the grant of any Award under
the Plan upon the Participant agreeing to reasonable covenants in favor of the Company and/or any Affiliate (including, without limitation, covenants not to compete, not to solicit employees and customers, and not to disclose confidential
information) that may have effect following the termination of employment with the Company or any Affiliate. 








	•	 	 Incentive and Non-Qualified Stock Options. 



 

	•	 	 Incentive Stock Options may be granted only to Participants who are Employees. Any provisions of the Plan to the contrary notwithstanding, (i) no
Option will be granted more than ten (10) years from the earlier of the date the Plan is adopted by the Compensation Committee and/or the Board of the Company or approved by the Company’s shareholders, (ii) no Option will be
exercisable more than ten (10) years from the date the Option is granted, (iii) the Exercise Price of each Option will not be less than the Market Value per Share on the date such Option is granted, (iv) no Incentive Stock Option will
be transferable by the Participant to whom such Incentive Stock Option is granted other than by will or the laws of descent and distribution and will be exercisable during the Participant’s lifetime only by such Participant, (v) no
Incentive Stock Option will be granted that would permit a Participant to acquire, through the exercise of Incentive Stock Options in any calendar year, under all plans of the Company and its Affiliates, Shares having an aggregate Market Value
(determined as of the time any Incentive Stock Option is granted) in excess of $100,000 (determined by assuming that the Participant will exercise each Incentive Stock Option on the date that such Option first becomes exercisable), and (vi) no
Option may be exercised more than three (3) months after the Participant’s cessation of Continuous Service (one (1) year in the case of Disability) for any reason other than death. Notwithstanding the foregoing, in the case of any
Participant who, at the date of grant, owns as defined in Code section 424(d), shares possessing more than 10% of the total combined voting power of all classes of capital stock of the Company or any Affiliate, the Exercise Price of any Incentive
Stock Option will not be less than 110% of the Market Value per Share on the date such Incentive Stock Option is granted and such Incentive Stock Option shall not be exercisable more than five years from the date such Incentive Stock Option is
granted. 


  

	•	 	 Notwithstanding any other provisions of the Plan, if for any reason an Option granted under the Plan that is intended to be an Incentive Stock Option
fails to qualify as an Incentive Stock Option, such Option will be deemed to be a Non-Qualified Stock Option, and such Option will be deemed to be fully authorized and validly issued under the Plan. 



11. Terms and Conditions of Restricted Shares. The Compensation Committee and/or the Board will have full and complete authority, subject
to the limitations of the Plan, to grant Awards of Restricted Shares and to prescribe the terms and conditions (which need not be identical among Participants) in respect of the Awards. Unless the Compensation Committee and/or the Board otherwise
specifically provides in the Award Agreement, an Award of Restricted Shares will be subject to the following provisions: 
  

	•	 	 At the time of an Award of Restricted Shares, the Compensation Committee and/or the Board will establish for each Participant a Restricted Period
during which, or at the expiration of which, the Restricted Shares will vest; but in no event earlier than one year from grant date. Subject to paragraph (e) of this Section, the Participant will have all the rights of a shareholder with
respect to the Restricted Shares, including, but not limited to, the right to receive all dividends paid on the Restricted Shares and the right to vote the Restricted Shares. The Compensation Committee and/or the Board will have the authority, in
its discretion, to accelerate the time at which any or all of the restrictions will lapse with respect to any Restricted Shares prior to the expiration of the Restricted Period, or to remove any or all restrictions, whenever it may determine that
such action is appropriate by reason of changes in applicable tax or other laws or other changes in circumstances occurring after the commencement of the Restricted Period. 



 

	•	 	 Subject to Section 15, if a Participant ceases Continuous Service for any reason before the Restricted Shares have vested, a Participant’s
rights with respect to the unvested portion of the Restricted Shares will terminate and be returned to the Company. 


  

	•	 	 Each certificate issued in respect to Restricted Shares will be registered in the name of the Participant and deposited by the Participant, together
with a stock power endorsed in blank, with the Company and will bear a legend referring to the terms, conditions and restrictions applicable to such shares. 










	•	 	 At the time of an Award of Restricted Shares, the Participant will enter into an Award Agreement with the Company in a form specified by the
Compensation Committee and/or the Board agreeing to the terms and conditions of the Award. 


  

	•	 	 At the expiration of the restrictions imposed by this Section, the Company will redeliver to the Participant the certificate(s) and stock powers,
deposited with the Company pursuant to paragraph (c) of this Section and the Shares represented by the certificate(s) will be free of all restrictions. 



 

	•	 	 No Award of Restricted Shares may be assigned, transferred or encumbered. 


 12. Performance Shares. 
  

	•	 	 The Compensation Committee and/or the Board, may from time to time authorize the grant of Performance Shares upon the achievement of performance goals
(which may be cumulative and/or alternative) within a designated Performance Cycle as may be established, in writing, by the Compensation Committee and/or the Board based on any one or any combination of the following business criteria (the
“Performance Goals”): (i) earnings per Share; (ii) return on equity; (iii) return on assets; (iv) operating income; (v) market value per Share; (vi) EBITDA; (vii) cash flow; (viii) net income (before
or after taxes); (ix) changes in the Company’s efficiency ratio (the ratio of non-interest expense to the sum of non-interest income plus taxable equivalent net-interest income); (x) improvements in the Company’s credit quality
as measured by changes to the Company’s allowance for loan losses, the ratio of the allowance for loan losses to total loans, net of unearned income, or the ratio of net charge-offs to average loans, net of unearned income; (xi) enterprise
value added (“EVA”); (xii) market value added (“MVA”); (xiii) fee income; (xiv) net interest income; (xv) growth in loans; (xvi) growth in deposits; (xvii) total return to shareholders; and
(xviii) other criteria determined by the Compensation Committee and/or the Board. 


  

	•	 	 As determined in the discretion of the Compensation Committee and/or the Board of Directors, performance goals may differ among Participants and/or
relate to performance on a Company-wide or divisional basis. 


  

	•	 	 At such time as it is certified, in writing, by the Compensation Committee and/or the Board that the Performance Goals established by the Compensation
Committee and/or the Board have been attained or otherwise satisfied within the Performance Cycle, the Compensation Committee and/or the Board will authorize the payment of Performance Shares in the form of Shares registered in the name of the
Participant. Payment shall be made in a lump sum following the close of the applicable Performance Cycle. 


  

	•	 	 The grant of an Award of Performance Shares will be evidenced by an Award Agreement containing the terms and conditions of the Award as determined by
the Compensation Committee and/or the Board. To the extent required under Code section 162(m), the business criteria under which Performance Goals are determined by the Compensation Committee and/or the Board will be resubmitted to shareholders for
reapproval no later than the first shareholder meeting that occurs in the fifth year following the year in which shareholders previously approved the Plan. 



 

	•	 	 Subject to Section 15, if the Participant ceases Continuous Service before the end of a Performance Cycle for any reason other than Disability or
death, the Participant will forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. The Compensation Committee and/or the Board may establish guidelines providing that if a Participant ceases
Continuous Service before the end of a Performance Cycle by reason of Disability or death, the Participant will be entitled to a prorated payment with respect to any Performance Shares that were being earned during the Performance Cycle.



 13. Bonus Shares and Awards in Lieu of Obligations. The Compensation Committee and/or the Board is authorized
to grant to Participants Shares as a bonus or in consideration for past services actually rendered for the company or an Affiliate, or to grant Shares or other Awards in lieu of obligations of the Company or an Affiliate to








 
pay cash or deliver other property under the Plan or under other plans or compensatory arrangements, subject to such terms and/or agreements with the Participant as shall be determined by the
Compensation Committee and/or the Board. 
 14. Adjustments Upon Changes in Capitalization. In the event of any change in the
outstanding Shares subsequent to the effective date of the Plan by reason of any reorganization, recapitalization, stock split, stock dividend, combination or exchange of Shares, merger or consolidation (in each case where the shares of the Company
are converted into stock and/or cash of another entity), or any change in the corporate structure affecting the Shares of the Company, the maximum aggregate number and class of Shares as to which Awards may be granted under the Plan and the number
and class of Shares, and the exercise price and base price, with respect to which Awards theretofore have been granted under the Plan will be appropriately adjusted by the Compensation Committee and/or the Board to prevent the dilution or diminution
of Awards. The Compensation Committee and/or the Board’s determination with respect to any adjustments will be conclusive. Any Shares or other securities received, as a result of any of the foregoing, by a Participant with respect to Restricted
Shares will be subject to the same restrictions and the certificate(s) or other instruments representing or evidencing the Shares or other securities will be legended and deposited with the Company in the manner provided in Section 12 of this
Agreement. 
 15. Effect of Change of Control.  
  

	•	 	 If the Continuous Service of any Participant of the Company or any Affiliate is involuntarily terminated, for whatever reason except for Cause, at any
time within twelve (12) months after a Change of Control, unless the Compensation Committee and/or the Board has otherwise provided in the Award Agreement, (i) any Restricted Period with respect to an Award of Restricted Shares will lapse
upon the Participant’s termination of Continuous Service and all Restricted Shares will become fully vested in the Participant to whom the Award was made; and (ii) with respect to Performance Shares, the Participant will be entitled to
receive a prorata payment to the same extent as if the Participant ceases Continuous Service by reason of death or Disability under Section 12 of the Plan. 



 

	•	 	 If a Change of Control occurs, unless the Compensation Committee and/or the Board has otherwise provided in the Award Agreement, all Option Awards
theretofore granted and not fully exercisable will become exercisable in full upon the happening of such event and will remain exercisable in accordance with their terms; provided, however, that no Option which has previously been exercised or
otherwise terminated will become exercisable. 


 16. Assignments and Transfers. No Award nor any right or
interest of a Participant in any Award under the Plan may be assigned, encumbered or transferred otherwise than by will or the laws of descent and distribution. Notwithstanding the foregoing, the Compensation Committee and/or the Board may, in its
sole discretion, set forth in an Award Agreement at the time of grant or thereafter, that the Award (other than Options) may be transferred to members of the Participant’s immediate family, to one or more trusts solely for the benefit of such
immediate family members and to partnerships in which such family members or trusts are the only partners. For this purpose, immediate family means the Participant’s spouse, parents, children, step-children, grandchildren and legal dependents.
Any transfer of an Award under this provision will not be effective until notice of such transfer is delivered to the Company. 
 17.
Employee Rights Under the Plan. No officer, Director, Employee or other person will have a right to be selected as a Participant nor, having been so selected, to be selected again as a Participant, and no officer, Director, Employee or
other person will have any claim or right to be granted an Award under the Plan or under any other incentive or similar plan of the Company or any Affiliate. Neither the Plan nor any action taken under the Plan will be construed as giving any
Employee, Director or other person, any right to Continuous Service. 
 18. Delivery and Registration of Shares. The
Company’s obligation to deliver Shares with respect to an Award will, if the Company requests, be conditioned upon the receipt of a representation as to the investment intention of 







 
the Participant to whom such Shares are to be delivered, in such form as the Compensation Committee and/or the Board will determine to be necessary or advisable to comply with the provisions of
the Securities Act or any other applicable federal or state securities laws. It may be provided that any representation requirement will become inoperative upon a registration of the Shares or other action eliminating the necessity of the
representation under the Securities Act or other state securities laws. The Company will not be required to deliver any Shares under the Plan prior to (a) the admission of such Shares to listing on any stock exchange or system on which Shares
may then be listed, and (b) the completion of any registration or other qualification of the Shares under any state or federal law, rule or regulation, as the Company determines to be necessary or advisable. 

19. Withholding Tax. Prior to the delivery of any Shares or cash pursuant to an Award, the Company has the right and power to deduct or
withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy all applicable tax withholding requirements. The Board, in its sole discretion and pursuant to such procedures as it may specify from time to time, may
permit or require a Participant to satisfy all or part of the tax withholding obligations in connection with an Award by (a) having the Company withhold otherwise deliverable Shares, or (b) delivering to the Company Shares already owned
for a period of at least six months and having a value equal to the amount required to be withheld. The amount of the withholding requirement will be deemed to include any amount that the Compensation Committee and/or the Board determines, not to
exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined for these purposes. For
these purposes, the value of the Shares to be withheld or delivered will be equal to the Market Value as of the date that the taxes are required to be withheld. 
 20. Termination, Amendment and Modification of Plan. The Compensation Committee and/or the Board may at any time terminate, and may at any time and from time to time and in any respect amend
or modify the Plan; provided, however, that to the extent necessary and desirable to comply with Rule 16b-3 under the Exchange Act or Code section 422 (or any other applicable law or regulation, including requirements of any stock exchange
or quotation system on which the Company’s common stock is listed or quoted), shareholder approval of any Plan amendment will be obtained in the manner and to the degree as is required by the applicable law or regulation; and provided further,
that no termination, amendment or modification of the Plan will in any manner affect any Award theretofore granted pursuant to the Plan without the consent of the Participant to whom the Award was granted or the transferee of the Award. 

21. Effective Date and Term of Plan. The Plan will become effective upon its adoption by the Compensation Committee and/or the Board and
shareholders of the Company. Unless sooner terminated pursuant to Section 20, no further Awards may be made under the Plan after ten (10) years from the effective date of the Plan. 
 22. Governing Law. The Plan and Award Agreements will be construed in accordance with and governed by the internal laws of the State of Florida. 

23. Repricing of Options. Nothing in this Plan shall permit the repricing of any outstanding options other than (a) with the prior
approval of the Company’s shareholders, or (b) pursuant to Section 15. The foregoing restriction shall also apply to any other transaction which would be treated as a repricing of outstanding options under generally accepted
accounting principles. 
 24. Compliance with Section 409A of the Code. To the extent applicable, it is intended that this
Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) do not apply to a Participant. This Plan shall be administered in a manner consistent with this intent, and any
provision that would cause the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by
Section 409A of the Code and may be made by the Company without the consent of the Participant).