Exhibit 10.1


 


flexshopper,
inc.


2018
OMNIBUS EQUITY COMPENSATION PLAN


 


FlexShopper,
Inc. sets forth herein the terms and conditions of its 2018 Omnibus Equity Compensation Plan.


 


	1.	PURPOSE



 


The
Plan is intended to enhance the Company’s and its Affiliates’ ability to attract and retain employees, Consultants
and Non-Employee Directors, and to motivate such employees, Consultants, and Non-Employee Directors to serve the Company and its
Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons
an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this
end, the Plan provides for the grant of stock options (nonstatutory and incentive), stock appreciation rights, restricted shares,
restricted stock units, other stock-based awards, and cash awards. Any of these awards may—but need not—be made as
performance incentives to reward attainment of performance goals in accordance with the terms and conditions hereof. Upon the
Effective Date, the Plan replaces, and no further awards may be made under, the Prior Plans.


 


	2.	DEFINITIONS



 


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


 


“Affiliate”
means any company or other trade or business that “controls,” is “controlled by,” or is “under common
control with,” the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including any Subsidiary.


 


“Award”
means a grant, under the Plan, of (1) an Option, (2) a Stock Appreciation Right, (3) Restricted Shares, (4) Restricted Stock Units,
(5) an Other Stock-based Award, (6) a cash award, or (7) a Substitute Award.


 


“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. 


 


“Beneficial
Owner” shall have 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, that Person shall be deemed to
have beneficial ownership of all securities that the 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 corresponding meanings.


 


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


 


“Business
Combination” means the consummation of a reorganization, merger, or consolidation or sale
or other disposition of all or substantially all of the assets of the Company.


 


“Cause”
shall be defined as that term is defined in the Grantee’s offer letter or other applicable employment agreement; or,
if there is no such definition, “Cause” means, as determined by the Company and unless otherwise provided in the
applicable Award Agreement: (1) the commission of any act by the Grantee constituting financial dishonesty against the
Company or its Affiliates; (2) the Grantee’s engaging in any other act of dishonesty, fraud, intentional
misrepresentation, moral turpitude, illegality, or harassment that would (A) adversely affect the business or the reputation
of the Company or any of its Affiliates with their respective current or prospective customers, suppliers, lenders, or other
third parties with whom such entity does or might do business or (B) expose the Company or any of its Affiliates to a risk of
civil or criminal legal damages, liabilities, or penalties; (3) the repeated failure by the Grantee to follow the directives
of the chief executive officer of the Company or any of its Affiliates or the Board; or (4) any material misconduct,
violation of Company or Affiliate policy, or willful and deliberate non-performance of duty by the Grantee in connection with
the business affairs of the Company or its Affiliates. A Separation from Service for Cause shall be deemed to include a
determination by the Company after the Grantee’s Separation from Service that circumstances existing before the
Separation from Service would have entitled the Company or an Affiliate to have terminated the Grantee’s service for
Cause. All rights a Grantee has or may have under the Plan shall be suspended automatically during the pendency of any
investigation by the Company, or during any negotiations between the Company and the Grantee, regarding any actual or
alleged act or omission by the Grantee of the type described in the applicable definition of Cause.


 






     


     


    

 


“Change
in Control” means, except as otherwise provided by the Board, the occurrence of any of
the following events: 


 


	(1)	The
                                         acquisition by any Person of Beneficial Ownership of 50% or more of the outstanding voting
                                         power; provided, however, that the following acquisitions shall not constitute
                                         a Change in Control for purposes of this subparagraph (1): (A) any acquisition directly
                                         from the Company; (B) any acquisition by the Company or any of its Affiliates; (C) any
                                         acquisition by any employee benefit plan (or related trust) sponsored or maintained by
                                         the Company or any of its Affiliates; or (D) any acquisition by any corporation under
                                         a transaction that complies with clauses (A), (B) and (C) of subparagraph (3) below;
                                         or



 


	(2)	Individuals
                                         who at the beginning of any two-year period constitute the Board (the “Incumbent
                                         Board”) cease for any reason to constitute at least a majority of the Board;
                                         provided, however, that any individual who becomes a director of the Company
                                         during such two-year period and whose election, or whose nomination for election by the
                                         Stockholders, to the Board was either (A) approved by a vote of at least a majority of
                                         the directors then comprising the Incumbent Board or (B) recommended by a nominating
                                         committee comprised entirely of directors who are then Incumbent Board members shall
                                         be considered as though such individual were a member of the Incumbent Board, but excluding,
                                         for this purpose, any such individual whose initial assumption of office occurs as a
                                         result of either an actual or threatened election contest (as such terms are used in
                                         Rule 14a-11 of Regulation 14A promulgated under the Exchange Act), other actual or threatened
                                         solicitation of proxies or consents or an actual or threatened tender offer; or



 


	(3)	Consummation
                                         of a Business Combination, unless after the Business Combination: (A) all or substantially
                                         all of the Persons who were the Beneficial Owners, respectively, of the outstanding shares
                                         and outstanding voting securities immediately before the Business Combination own, directly
                                         or indirectly, more than 50% of the combined voting power of the then outstanding voting
                                         securities entitled to vote generally in the election of directors of the Company, as
                                         the case may be, of the entity resulting from the Business Combination (including an
                                         entity that as a result of such transaction owns the Company or all or substantially
                                         all of the Company’s assets either directly or through one or more subsidiaries)
                                         in substantially the same proportions as their ownership, immediately before such Business
                                         Combination, of the outstanding voting securities (provided, however, that
                                         for purposes of this clause (A) any shares of common stock or voting securities of such
                                         resulting entity received by such Beneficial Owners in such Business Combination other
                                         than as the result of such Beneficial Owners’ ownership of outstanding shares or
                                         outstanding voting securities immediately before such Business Combination shall not
                                         be considered to be owned by such Beneficial Owners for the purposes of calculating their
                                         percentage of ownership of the outstanding common stock and voting power of the resulting
                                         entity); (B) no Person (excluding any entity resulting from such Business Combination
                                         or any employee benefit plan (or related trust) of the Company or such entity resulting
                                         from the Business Combination) becomes the Beneficial Owner, directly or indirectly,
                                         of 50% or more of the combined voting power of the then outstanding voting securities
                                         of such entity resulting from the Business Combination unless such Person owned 50% or
                                         more of the outstanding shares or outstanding voting securities immediately before the
                                         Business Combination; and (C) at least a majority of the members of the Board of the
                                         entity resulting from such Business Combination were members of the Incumbent Board at
                                         the time of the execution of the initial agreement, or the action of the Board, providing
                                         for such Business Combination; or



 






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	(4)	Approval
                                         by the Stockholders of a complete liquidation or dissolution of the Company.



 


Solely
to the extent required by Section 409A, an event described above shall not constitute a Change in Control for purposes of the
payment (but not vesting) terms and conditions of any Award subject to Section 409A unless such event also constitutes a change
in ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s
assets within the meaning of Section 409A.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Committee”
means the Compensation Committee of the Board or any committee or other person or persons designated by the Board to administer
the Plan. The Board shall cause the Committee to satisfy the applicable requirements of any securities exchange on which the Common
Stock may then be listed. For purposes of Awards to Grantees who are subject to Section 16 of the Exchange Act, Committee means
all of the members of the Committee who are “non-employee directors” within the meaning of Rule 16b-3 under the Exchange
Act. All references in the Plan to the Board shall mean such Committee or the Board.


 


“Company”
means FlexShopper, Inc., a Delaware corporation.


 


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


 


“Consultant”
means any person, except an employee or Non-Employee Director, engaged by the Company or any Affiliate, to render personal services
to such entity, including as an advisor.


 


“Corporate
Transaction” means a reorganization, merger, statutory share exchange, consolidation,
sale of all or substantially all of the Company’s assets, or the acquisition of assets or stock of another entity by the
Company, or other corporate transaction involving the Company or any of its Affiliates.


 


“Detrimental
Conduct” means, as determined by the Company, the Grantee’s serious misconduct or
unethical behavior, including any of the following: (1) any violation by the Grantee of a restrictive covenant agreement that
the Grantee has entered into with the Company or an Affiliate (covering, for example, confidentiality, non-competition, non-solicitation,
non-disparagement, etc.); (2) any conduct by the Grantee that could result in the Grantee’s Separation from Service for
Cause; (3) the commission of a criminal act by the Grantee, whether or not performed in the workplace, that subjects, or if generally
known would subject, the Company or an Affiliate to public ridicule or embarrassment, or other improper or intentional conduct
by the Grantee causing reputational harm to the Company, an Affiliate, or a client or former client of the Company or an Affiliate;
(4) the Grantee’s breach of a fiduciary duty owed to the Company or an Affiliate or a client or former client of the Company
or an Affiliate; (5) the Grantee’s intentional violation, or grossly negligent disregard, of the Company’s or an Affiliate’s
policies, rules, or procedures; or (6) the Grantee taking or maintaining trading positions that result in a need to restate financial
results in a subsequent reporting period or that result in a significant financial loss to the Company or its Affiliates.


 


“Disability”
shall be defined as that term is defined in the Grantee’s offer letter or other applicable employment agreement; or, if
there is no such definition, “Disability” means, as determined by the Company and unless otherwise provided in the
applicable Award Agreement, the Grantee is unable to perform each of the essential duties of the Grantee’s position by reason
of a medically determinable physical or mental impairment that is potentially permanent in character or that can be expected to
last for a continuous period of not less than 12 months; provided, however, that, with respect to rules regarding
expiration of an Incentive Stock Option after termination of the Grantee’s employment, “Disability” means “permanent
and total disability” as set forth in Code Section 22(e)(3).


 






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“Effective
Date” means [Date], the date of Stockholder approval of the Plan. 


 


“Exchange
Act” means the Securities Exchange Act of 1934. 


 


“Fair
Market Value” of a Share as of a particular date means (1) if the Shares are listed on
a national securities exchange, the closing price of a Share as quoted on such exchange or other comparable reporting system for
the first regular trading day immediately preceding the applicable date, or (2) if the Shares are not then listed on a national
securities exchange, the closing price of a Share quoted by an established quotation service for over-the-counter securities for
the first trading day immediately preceding the applicable date, or (3) if the Shares are 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 Shares is not otherwise
determinable, such value as determined by the Board. Notwithstanding the foregoing, if the Board determines that an alternative
definition of Fair Market Value should be used in connection with the grant, exercise, vesting, settlement, or payout of any Award,
it may specify such alternative definition in the applicable Award Agreement. Such alternative definition may include a price
that is based on the opening, actual, high, low, or average selling prices of a Share on the applicable securities exchange on
the given date, the trading date preceding the given date, the trading date next succeeding the given date, or an average of trading
days.


 


“Family
Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent,
stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law,
or sister-in-law, including adoptive relationships, of the applicable individual, any person sharing the applicable individual’s
household (other than a tenant or employee), a trust in which any one or more of these persons have more than 50% of the beneficial
interest, a foundation in which any one or more of these persons (or the applicable individual) control the management of assets,
and any other entity in which one or more of these persons (or the applicable individual) own more than 50% of the voting interests.


 


“GAAP”
means U.S. Generally Accepted Accounting Principles.


 


“Grant
Date” means the latest to occur of (1) the date as of which the Board approves an Award,
(2) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6,
or (3) such other date as may be specified by the Board in the Award Agreement. 


 


“Grantee”
means a person who receives or holds an Award. 


 


“Incentive
Stock Option” means an Option that is an “incentive stock option” within the
meaning of Code Section 422.


 


“Non-Employee
Director” means a member of the Board who is not an employee. 


 


“Nonstatutory
Stock Option” means an Option that is not an Incentive Stock Option.


 


“Option”
means an option to purchase one or more Shares under the Plan. 


 


“Option
Price” means the exercise price for each Share subject to an Option. 


 


“Other
Stock-based Award” means Awards consisting of Share units, or other Awards, valued in
whole or in part by reference to, or otherwise based on, Common Stock, other than Options, SARs, Restricted Shares, and RSUs.


 






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“Performance
Award” means an Award made subject to the attainment of performance goals over a performance
period established by the Board. 


 


“Person”
means a person as defined in Section 13(d)(3) of the Exchange Act.


 


“Plan”
means this FlexShopper, Inc. 2018 Omnibus Equity Compensation Plan. 


 


“Prior
Plans” means the FlexShopper, Inc. 2007 Omnibus Equity Compensation Plan (formerly known
as the BTHC XI, Inc. 2007 Omnibus Equity Compensation Plan) and the FlexShopper, Inc. 2015 Omnibus Equity Compensation Plan.


 


“Purchase
Price” means the purchase price for each Share under a grant of Restricted Shares. 


 


“Restricted
Period” shall have the meaning set forth in Section 10.1.


 


“Restricted
Shares” means restricted Shares awarded to a Grantee under Section 10.


 


“Restricted
Stock Unit” or “RSU” means a bookkeeping
entry representing the equivalent of Shares, awarded to a Grantee under Section 10. 


 


“SAR
Exercise Price” means the per Share exercise price of a SAR granted under Section
9. 


 


“Section
409A” means Code Section 409A. 


 


“Securities
Act” means the Securities Act of 1933.


 


“Separation
from Service” means the termination of the applicable Grantee’s employment with,
and performance of services for, the Company and each Affiliate. Unless otherwise determined by the Company, if a Grantee’s
employment or service with the Company or an Affiliate terminates but the Grantee continues to provide services to the Company
or an Affiliate in a non-employee director capacity or as an employee, officer, or consultant, as applicable, such change in status
shall not be deemed a Separation from Service. Approved temporary absences from employment because of illness, vacation, or leave
of absence and transfers among the Company and its Affiliates shall not be considered Separations from Service. Notwithstanding
the foregoing, with respect to any Award that constitutes nonqualified deferred compensation under Section 409A, “Separation
from Service” shall mean a “separation from service” as defined under Section 409A.


 


“Service
Provider” means an employee, officer, Non-Employee Director, or Consultant of the Company
or an Affiliate. 


 


“Share”
means one share of Common Stock.


 


“Stock
Appreciation Right” or “SAR” means
a right granted to a Grantee under Section 9.


 


“Stockholder”
means a stockholder of the Company.


 


“Subsidiary”
means any corporation, partnership, joint venture, affiliate, or other entity in which the Company owns more than 50% of the voting
stock or voting ownership interest, as applicable, or any other business entity designated by the Board as a Subsidiary for purposes
of the Plan. 


 


“Substitute
Award” means any Award granted in assumption of or in substitution for an award of a company
or business acquired by the Company or an Affiliate or with which the Company or an Affiliate combines. 


 






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“Ten
Percent Stockholder” means an individual who owns more than 10% of the total combined
voting power of all classes of outstanding stock of the Company, its parent or any of its Subsidiaries. In determining stock ownership,
the attribution rules of Code Section 424(d) shall be applied.


 


“Termination
Date” means the date that is 10 years after the Effective Date, unless the Plan is earlier
terminated by the Board under Section 5.2.


 


	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
articles of incorporation and bylaws and 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 have been delegated. Except as specifically provided in Section 14 or as otherwise
may be required by applicable law, regulatory requirement, or the 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 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 the Common Stock may then be listed. The interpretation and construction by the Board of the
Plan, any Award, or any Award Agreement shall be final, binding, and conclusive. Without limitation, the Board shall have full
and final authority, subject to the other terms and conditions of the Plan, to:


 


		(1)	designate
                                         Grantees;



 


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



 


		(3)	determine
                                         the number of Shares to be subject to an Award;



 


		(4)	establish
                                         the terms and conditions of each Award (including the Option Price of any Option, 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, and any terms or conditions that may be necessary to qualify Options
                                         as Incentive Stock Options);



 


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



 


		(6)	amend,
                                         modify, or supplement the terms and conditions 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 U.S. to recognize differences in
                                         local law, tax policy, or custom.



 


To
the extent permitted by applicable law, the Board may delegate its authority as identified herein to any individual or committee
of individuals (who need not be directors), including the authority to make Awards to Grantees who are not subject to Section
16 of the Exchange Act. To the extent that the Board delegates its authority to make Awards as provided by this Section 3.1,
all references in the Plan to the Board’s authority to make Awards and determinations with respect thereto shall be deemed
to include the Board’s delegate. Any such delegate shall serve at the pleasure of, and may be removed at any time by the
Board.


 






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		3.2.	No
                                         Repricing



 


Notwithstanding
any other term or condition of the Plan, the repricing of Options or SARs is prohibited without prior approval of the Stockholders.
For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of
the following): (1) changing an Option or SAR to lower its Option Price or SAR Exercise Price; (2) any other action that is treated
as a “repricing” under GAAP; and (3) repurchasing for cash or canceling an Option or SAR at a time when its Option
Price or SAR Exercise Price is greater than the Fair Market Value of the underlying Shares in exchange for another Award, unless
the actions contemplated in clauses (1), (2), or (3) occur in connection with a change in capitalization or similar change under
Section 15. A cancellation and exchange under clause (3) would be considered a “repricing” regardless of whether
it is treated as a “repricing” under GAAP and regardless of whether it is voluntary on the part of the Grantee.


 


		3.3.	Separation
                                         from Service for Cause; Clawbacks; Detrimental Conduct



 


		3.3.1.	Separation
                                         from Service for Cause



 


The
Company may annul an Award if the Grantee incurs a Separation from Service for Cause.


 


		3.3.2.	Clawbacks



 


All
awards, amounts, or benefits received or outstanding under the Plan shall be subject to clawback, cancellation, recoupment, rescission,
payback, reduction, or other similar action in accordance with any Company clawback or similar policy or any applicable law related
to such actions. A Grantee’s acceptance of an Award shall be deemed to constitute the Grantee’s acknowledgement of
and consent to the Company’s application, implementation, and enforcement of any applicable Company clawback or similar
policy that may apply to the Grantee, whether adopted before or after the Effective Date, and any applicable law relating to clawback,
cancellation, recoupment, rescission, payback, or reduction of compensation, and the Grantee’s agreement that the Company
may take any actions that may be necessary to effectuate any such policy or applicable law, without further consideration or action.


 


		3.3.3.	Detrimental
                                         Conduct



 


Except
as otherwise provided by the Board, notwithstanding any other term or condition of the Plan, if a Grantee engages in Detrimental
Conduct, whether during the Grantee’s service or after the Grantee’s Separation from Service, in addition to any other
penalties or restrictions that may apply under the Plan, state law, or otherwise, the Grantee shall forfeit or pay to the Company
the following:


 


		(1)	any
                                         and all outstanding Awards granted to the Grantee, including Awards that have become
                                         vested or exercisable;



 


		(2)	any
                                         cash or Shares received by the Grantee in connection with the Plan within the 36-month
                                         period immediately before the date the Company determines the Grantee has engaged in
                                         Detrimental Conduct; and



 


		(3)	the
                                         profit realized by the Grantee from the sale, or other disposition for consideration,
                                         of any Shares received by the Grantee in connection with the Plan within the 36-month
                                         period immediately before the date the Company determines the Grantee has engaged in
                                         Detrimental Conduct.



 






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		3.4.	Deferral
                                         Arrangement



 


The
Board may permit or require the deferral of any Award payment into a deferred compensation arrangement, subject to such rules
and procedures as it may establish and in accordance with Section 409A, which may include terms and conditions for the payment
or crediting of interest or dividend equivalents, including converting such credits into deferred units.


 


		3.5.	No
                                         Liability



 


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


 


		3.6.	Book
                                         Entry



 


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


 


	4.	shares
                                         SUBJECT TO THE PLAN



 


		4.1.	Authorized
                                         Number of Shares



 


Subject
to adjustment under Section 15, the total number of Shares authorized to be awarded under the Plan shall not exceed the
sum of (1) 750,000 and (2) the number of Shares available for the grant of awards as of the Effective Date under the Prior Plans.
In addition, Shares underlying any outstanding award granted under a Prior Plan that, after the Effective Date, expires, or is
terminated, surrendered, or forfeited for any reason without issuance of Shares shall be available for the grant of new Awards.
As provided in Section 1, no new awards shall be granted under the Prior Plans after the Effective Date. Shares issued
under the Plan shall consist in whole or in part of authorized but unissued Shares, treasury Shares, or Shares purchased on the
open market or otherwise, all as determined by the Company from time to time.


 


		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 this
Section 4.2. Share-based Performance Awards shall be counted assuming maximum performance results (if applicable) until
such time as actual performance results can be determined.


 


		4.2.2.	Cash-Settled
                                         Awards



 


Any
Award settled in cash shall not be counted as 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 that Award
shall again be available for the grant of Awards.


 






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		4.2.4.	Payment
                                         of Option Price or Tax Withholding in Shares



 


The
full number of Shares with respect to which an Option or SAR is granted shall count against the aggregate number of Shares available
for grant under the Plan. Accordingly, if in accordance with the Plan, a Grantee pays the Option Price for an Option by either
tendering previously owned Shares or having the Company withhold Shares, then such Shares surrendered to pay the Option Price
shall continue to count against the aggregate number of Shares available for grant under the Plan set forth in Section 4.1.
In addition, if in accordance with the Plan, a Grantee satisfies any tax withholding requirement with respect to any taxable event
arising as a result of the Plan by either tendering previously owned Shares or having the Company withhold Shares, then such Shares
surrendered to satisfy such tax withholding requirements shall continue to count against the aggregate number of Shares available
for grant under the Plan set forth in Section 4.1. Any Shares repurchased by the Company with cash proceeds from the exercise
of Options shall not be added back to the pool of Shares available for grant under the Plan set forth in Section 4.1.


 


		4.2.5.	Substitute
                                         Awards



 


In
the case of any Substitute Award, such Substitute Award shall not be counted against the number of Shares reserved under the Plan.


 


		4.3.	Incentive
                                         Stock Option Award Limits



 


Subject
to adjustment under Section 15, 1,000,000 Shares available for issuance under the Plan shall be available for issuance
as Incentive Stock Options.


 


	5.	EFFECTIVE
                                         DATE, DURATION, AND AMENDMENTS



 


		5.1.	Term



 


The
Plan shall be effective as of the Effective Date; provided that it has been approved by the Stockholders. The Plan shall
terminate automatically on the 10-year anniversary of the Effective 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 that have not been made.
An amendment shall be contingent on approval of the Stockholders to the extent stated by the Board, required by applicable law,
or required by applicable securities exchange listing requirements. Notwithstanding the foregoing, any amendment to Section
3.2 shall be contingent upon the approval of the Stockholders. No Awards may be granted after the Termination Date. The applicable
terms and conditions of the Plan, and any terms and conditions applicable to Awards granted before 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.


 


	6.	AWARD
                                         ELIGIBILITY AND LIMITATIONS



 


		6.1.	Service
                                         Providers



 


Subject
to this Section 6.1, Awards may be made to any Service Provider as the Board may determine and designate from time to time.


 


		6.2.	Successive
                                         Awards



 


An
eligible person may receive more than one Award, subject to such restrictions as are provided herein.


 






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		6.3.	Stand-Alone,
                                         Additional, Tandem, and Substitute Awards



 


The
Board may grant Awards either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or
any award granted under another plan of the Company, any Affiliate, or any business entity to be acquired by the Company or an
Affiliate, or any other right of a Grantee to receive payment from the Company or any Affiliate. Such additional, tandem, and
substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award,
the Board shall have the right to require the surrender of such other Award in consideration for the grant of the new Award. Subject
to Section 3.2, the Board shall have the right to make Awards in substitution or exchange for any other award under another
plan of the Company, any Affiliate, or any business entity to be acquired by the Company or an Affiliate. In addition, Awards
may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any
Affiliate, in which the value of Shares subject to the Award is equivalent in value to the cash compensation (for example, RSUs
or Restricted Shares).


 


	7.	AWARD
                                         AGREEMENT



 


Each
Award shall be evidenced by an 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 terms and conditions but shall be consistent with the terms and conditions of the Plan.
Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Nonstatutory Stock Options
or Incentive Stock Options, and in the absence of such specification such options shall be deemed Nonstatutory Stock Options.


 


	8.	TERMS
                                         AND CONDITIONS OF OPTIONS



 


		8.1.	Option
                                         Price



 


The
Option Price of each Option shall be fixed by the Board and stated in the related Award Agreement. The Option Price of each Option
(except those that constitute Substitute Awards) shall be at least the Fair Market Value on the Grant Date of a Share; provided,
however, that in the event that a Grantee is a Ten Percent Stockholder as of the Grant Date, the Option Price of an Option
granted to such Grantee that is intended to be an Incentive Stock Option shall be not less than 110% of the Fair Market Value
of a Share on the Grant Date. In no case shall the Option Price of any Option be less than the par value of a Share.


 


		8.2.	Vesting



 


Subject
to Section 8.3, each Option shall become exercisable at such times and under such terms and conditions (including performance
requirements) as may be determined by the Board and stated in the Award Agreement.


 


		8.3.	Term



 


Each
Option shall terminate, and all rights to purchase Shares thereunder shall cease, upon the expiration of a period not to exceed
10 years from the Grant Date, or under such circumstances and on any date before 10 years from the Grant Date as may be set forth
in the Plan or as may be fixed by the Board and stated in the related Award Agreement; provided, however, that in
the event that the Grantee is a Ten Percent Stockholder, an Option granted to such Grantee that is intended to be an Incentive
Stock Option at the Grant Date shall not be exercisable after the expiration of five years from its Grant Date.


 






    	 	10	 



     


    

 


		8.4.	Limitations
                                         on Exercise of Option



 


Notwithstanding
any other term or condition of the Plan, in no event may any Option be exercised, in whole or in part, (1) before the date the
Plan is approved by the Stockholders as provided herein or (2) after the occurrence of an event that results in termination of
the Option.


 


		8.5.	Method
                                         of Exercise



 


An
Option 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 Option 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 Company from time to time.


 


		8.6.	Rights
                                         of Holders of Options



 


Unless
otherwise stated in the related Award Agreement, an individual holding or exercising an Option 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 and issued to him. Except as provided
in Section 15 or the related Award Agreement, no adjustment shall be made for dividends, distributions, or other rights
for which the record date is before the date of such issuance.


 


		8.7.	Limitations
                                         on Incentive Stock Options



 


An
Option shall constitute an Incentive Stock Option only (1) if the Grantee of the Option is an employee of the Company or any Subsidiary;
(2) to the extent specifically provided in the related Award Agreement; and (3) to the extent that the aggregate Fair Market Value
(determined at the time the Option is granted) of the Shares with respect to which all Incentive Stock Options held by such Grantee
become exercisable for the first time during any calendar year (under the Plan and all other plans of the Grantee’s employer
and its Affiliates) does not exceed $100,000. This limitation shall be applied by taking Options into account in the order in
which they were granted. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the Stockholders
in a manner intended to comply with the stockholder approval requirements of Code Section422, provided that any Option
intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval,
but rather such Option shall be treated as a Nonstatutory Stock Option unless and until such approval is obtained.


 


		8.8.	Early
                                         Exercise



 


An
Option may include a term that allows the Grantee to elect at any time before the Grantee’s Separation from Service to exercise
the Option as to any part or all of the Shares subject to the Option prior to the full vesting of the Option. Any unvested Shares
so purchased shall be subject to a repurchase option in favor of the Company and to any other restrictions the Board determines
to be appropriate.


 


	9.	TERMS
                                         AND CONDITIONS OF STOCK APPRECIATION RIGHTS (SARs)



 


		9.1.	Right
                                         to Payment



 


A
SAR shall confer on the Grantee a right to receive, upon exercise thereof, the excess of (1) the Fair Market Value of one Share
on the date of exercise over (2) the SAR Exercise Price. The Award Agreement for a SAR (except those that constitute Substitute
Awards) shall specify the SAR Exercise Price, which shall be fixed on the Grant Date as not less than the Fair Market Value of
a Share on that date. SARs may be granted alone or in conjunction with all or part of an Option or at any subsequent time during
the term of such Option or in conjunction with all or part of any other Award. A SAR granted in tandem with an outstanding Option
after the Grant Date of such Option shall have a SAR Exercise Price that is equal to the Option Price; provided, however,
that the SAR Exercise Price may not be less than the Fair Market Value of a Share on the Grant Date of the SAR to the extent required
by Section 409A.


 






    	 	11	 



     


    

 


		9.2.	Other
                                         Terms



 


The
Board shall determine at the Grant Date the time or times at which and the circumstances under which a SAR may be exercised in
whole or in part (including based on achievement of performance goals and/or future service requirements), the time or times at
which SARs shall cease to be or become exercisable after Separation from Service or upon other terms or conditions, the method
of exercise, whether or not a SAR shall be in tandem or in combination with any other Award, and any other terms and conditions
of any SAR.


 


		9.3.	Term
                                         of SARs



 


The
term of a SAR granted under the Plan shall be determined by the Board; provided, however, that such term shall not
exceed 10 years.


 


		9.4.	Payment
                                         of SAR Amount



 


Upon
exercise of a SAR, a Grantee shall be entitled to receive payment from the Company (in cash or Shares) in an amount determined
by multiplying:


 


		(1)	the
                                         difference between the Fair Market Value of a Share on the date of exercise over the
                                         SAR Exercise Price; by



 


		(2)	the
                                         number of Shares with respect to which the SAR is exercised.



 


	10.	TERMS
                                         AND CONDITIONS OF RESTRICTED SHARES AND RESTRICTED STOCK UNITS (RSUs)



 


		10.1.	Restrictions



 


At
the time of grant, the Board may establish a period of time (a “Restricted Period”) and any additional restrictions
including the satisfaction of corporate or individual performance objectives applicable to an Award of Restricted Shares or RSUs
in accordance with Section 12. Each Award of Restricted Shares or RSUs may be subject to a different Restricted Period
and additional restrictions. Neither Restricted Shares nor RSUs may be sold, transferred, assigned, pledged, or otherwise encumbered
or disposed of during the Restricted Period or before the satisfaction of any other applicable restrictions.


 


		10.2.	Restricted
                                         Share Certificates



 


The
Company shall issue, in the name of each Grantee to whom Restricted Shares have been granted, stock certificates or other evidence
of ownership representing the total number of Restricted Shares granted to the Grantee, as soon as reasonably practicable after
the Grant Date.


 


		10.3.	Rights
                                         of Holders of Restricted Shares



 


Unless
the Board otherwise provides in an Award Agreement and subject to Section 17.10, holders of Restricted Shares shall have
rights as Stockholders, including voting and dividend rights.


 






    	 	12	 



     


    

 


		10.4.	Rights
                                         of Holders of RSUs



 


		10.4.1.	Settlement
                                         of RSUs



 


RSUs
may be settled in cash or Shares, as determined by the Board and set forth in the Award Agreement. The Award Agreement shall also
set forth whether the RSUs shall be settled (1) within the time period specified for “short term deferrals” under
Section 409A or (2) otherwise within the requirements of Section 409A, in which case the Award Agreement shall specify upon which
events such RSUs shall be settled.


 


		10.4.2.	Voting
                                         and Dividend Rights



 


Unless
otherwise stated in the applicable Award Agreement and subject to Section 17.10, holders of RSUs shall not have rights
as Stockholders, including no voting or dividend or dividend equivalents rights.


 


		10.4.3.	Creditor’s
                                         Rights



 


A
holder of RSUs shall have no rights other than those of a general creditor of the Company. RSUs represent an unfunded and unsecured
obligation of the Company, subject to the applicable Award Agreement.


 


		10.5.	Purchase
                                         of Restricted Shares



 


The
Grantee shall be required, to the extent required by applicable law, to purchase Restricted Shares from the Company at a Purchase
Price equal to the greater of (1) the aggregate par value of the Restricted Shares or (2) the Purchase Price, if any, specified
in the related Award Agreement. If specified in the Award Agreement, the Purchase Price may be deemed paid by services already
rendered. The Purchase Price shall be payable in a form described in Section 11 or, if permitted by the Board, in consideration
for past services rendered.


 


		10.6.	Delivery
                                         of Shares



 


Upon
the expiration or termination of any Restricted Period and the satisfaction of any other terms and conditions prescribed by the
Board, the restrictions applicable to Restricted Shares or RSUs settled in Shares shall lapse, and, unless otherwise provided
in the Award Agreement, a stock certificate for such Shares shall be delivered, free of all such restrictions, to the Grantee
or the Grantee’s beneficiary or estate, as the case may be.


 


	11.	FORM
                                         OF PAYMENT FOR OPTIONS AND RESTRICTED SHARES



 


		11.1.	General
                                         Rule



 


Payment
of the Option Price for an Option or the Purchase Price for Restricted Shares shall be made in cash or in cash equivalents acceptable
to the Company, except as provided in this Section 11.


 


		11.2.	Surrender
                                         of Shares



 


To
the extent the Award Agreement so provides, payment of the Option Price for an Option or the Purchase Price for Restricted Shares
may be made all or in part through the tender to, or withholding by, the Company of Shares that shall be valued, for purposes
of determining the extent to which the Option Price or Purchase Price for Restricted Shares has been paid thereby, at their Fair
Market Value on the date of exercise or surrender. Notwithstanding the foregoing, in the case of an Incentive Stock Option, the
right to make payment in the form of already owned Shares may be authorized only at the time of grant.


 






    	 	13	 



     


    

 


		11.3.	Cashless
                                         Exercise



 


With
respect to an Option only (and not with respect to Restricted Shares), to the extent permitted by law and to the extent the Award
Agreement so provides, payment of the Option Price may be made all or in part by delivery (on a form acceptable to the Company)
of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Shares and to deliver all or part
of the sales proceeds to the Company in payment of the Option Price and any withholding taxes described in Section 17.3.


 


		11.4.	Other
                                         Forms of Payment



 


To
the extent the Award Agreement so provides, payment of the Option Price or the Purchase Price for Restricted Shares may be made
in any other form that is consistent with applicable laws, regulations, and rules, including the Company’s withholding of
Shares otherwise due to the exercising Grantee.


 


	12.	TERMS
                                         AND CONDITIONS OF PERFORMANCE AWARDS



 


The
right of a Grantee to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance
terms conditions as may be specified by the Board. The Board may use such business criteria and other measures of performance
as it may deem appropriate in establishing any performance terms or conditions.


 


	13.	other
                                         sTOCK-based awards



 


		13.1.	Grant
                                         of Other Stock-based Awards



 


Other
Stock-based Awards may be granted either alone or in addition to or in conjunction with other Awards. Other Stock-based Awards
may be granted in lieu of other cash or other compensation to which a Service Provider is entitled from the Company or may be
used in the settlement of amounts payable in Shares under any other compensation plan or arrangement of the Company. Subject to
the terms and conditions of the Plan, the Board shall determine the persons to whom and the time or times at which such Awards
may be made, the number of Shares to be granted under such Awards, and all other terms and conditions of such Awards. Unless the
Board determines otherwise, any such Award shall be confirmed by an Award Agreement, which shall contain such terms and conditions
as the Board determines to be necessary or appropriate to carry out the intent of the Plan with respect to such Award.


 


		13.2.	Terms
of Other Stock-based Awards



 


Any
Shares subject to Awards made under this Section 13 may not be sold, assigned, transferred, pledged, or otherwise encumbered
before the date on which the Shares are issued, or, if later, the date on which any applicable restriction, performance, or deferral
period lapses.


 






    	 	14	 



     


    

 


	14.	REQUIREMENTS
                                         OF LAW



 


		14.1.	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, or the Company of any law or regulation of any governmental authority, including
any federal or state securities laws or regulations. If at any time the Company 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 term or 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 Option unless such listing, registration, qualification, consent
or approval shall have been effected or obtained free of any terms and 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 Option 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 under an exemption from registration under the Securities Act. The Company may, but shall not be obligated to, register
any securities covered hereby under the Securities Act. The Company shall not be obligated to take any affirmative action in order
to cause the exercise of an Option or the issuance of Shares under the Plan to comply with any law or regulation of any governmental
authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the Shares
covered by such Option are registered or are exempt from registration, the exercise of such Option (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. The Board may require the Grantee to sign such additional documentation, make such representations, and
furnish such information as the Board may consider appropriate in connection with the grant of Awards or issuance or delivery
of Shares in compliance with applicable laws.


 


		14.2.	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 Options granted to officers and directors hereunder will qualify for the exemption
provided by Rule 16b-3 under the Exchange Act. To the extent that any term or condition 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.


 


		14.3.	California
                                         Grantees



 


The
Plan is intended to comply with Section 25102(o) of the California Corporations Code, to the extent applicable. In that regard,
to the extent required by Section 25102(o), (1) the terms of any Options or SARs, to the extent vested and exercisable upon a
Grantee’s Separation from Service, shall include any minimum exercise periods following Separation from Service specified
by Section 25102(o), and (2) any repurchase right of the Company with respect to Issued Shares shall include a minimum 90-day
notice requirement. Any provision of the Plan that is inconsistent with Section 25102(o) shall, without further act or amendment
by the Company or the Board, be reformed to comply with the requirements of Section 25102(o).


 


	15.	EFFECT
                                         OF CHANGES IN CAPITALIZATION



 


		15.1.	Changes
                                         in Common Stock



 


If
(1) the number of outstanding Shares is increased or decreased or the Shares are changed into or exchanged for a different number
or kind of shares or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse
split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase
or decrease in such Shares effected without receipt of consideration by the Company occurring after the Effective Date or (2)
there occurs any spin-off, split-up, extraordinary cash dividend, or other distribution of assets by the Company, (A) the number
and kinds of shares for which grants of Awards may be made, (B) the number and kinds of shares for which outstanding Awards may
be exercised or settled, and (C) the performance goals relating to outstanding Awards, shall be equitably adjusted by the Company;
provided that any such adjustment shall comply with Section 409A. In addition, in the event of any such increase or decease
in the number of outstanding shares or other transaction described in clause (2) above, the number and kind of shares for which
Awards are outstanding and the Option Price per share of outstanding Options and SAR Exercise Price per share of outstanding SARs
shall be equitably adjusted; provided that any such adjustment shall comply with Section 409A.


 






    	 	15	 



     


    

 


		15.2.	Effect
                                         of Certain Transactions



 


Except
as otherwise provided in an Award Agreement, in the event of a Corporate Transaction, the Plan and the Awards shall continue in
effect in accordance with their respective terms, except that after a Corporate Transaction either (1) each outstanding Award
shall be treated as provided for in the agreement entered into in connection with the Corporate Transaction or (2) if not so provided
in such agreement, each Grantee shall be entitled to receive in respect of each Share subject to any outstanding Awards, upon
exercise or payment or transfer in respect of any Award, the same number and kind of stock, securities, cash, property, or other
consideration that each Stockholder was entitled to receive in the Corporate Transaction in respect of one Share; provided,
however, that, unless otherwise determined by the Board, such stock, securities, cash, property or other consideration
shall remain subject to all of the terms and conditions (including performance criteria) that were applicable to the Awards before
such Corporate Transaction. Without limiting the generality of the foregoing, the treatment of outstanding Options and SARs under
this Section 15.2 in connection with a Corporate Transaction in which the consideration paid or distributed to the Stockholders
is not entirely shares of common stock of the acquiring or resulting corporation may include the cancellation of outstanding Options
and SARs upon consummation of the Corporate Transaction as long as, at the election of the Board, (A) the holders of affected
Options and SARs have been given a period of at least 15 days before the date of the consummation of the Corporate Transaction
to exercise the Options or SARs (to the extent otherwise exercisable) or (B) the holders of the affected Options and SARs are
paid (in cash or cash equivalents) in respect of each Share covered by the Option or SAR being canceled an amount equal to the
excess, if any, of the per Share price paid or distributed to Stockholders in the Corporate Transaction (the value of any noncash
consideration to be determined by the Board) over the Option Price or SAR Exercise Price, as applicable. For avoidance of doubt,
(i) the cancellation of Options and SARs under clause (B) of the preceding sentence may be effected notwithstanding any other
term or condition of the Plan or any Award Agreement and (ii) if the amount determined under clause (B) of the preceding sentence
is zero or less, the affected Option or SAR may be cancelled without any payment therefore. The treatment of any Award as provided
in this Section 15.2 shall be conclusively presumed to be appropriate for purposes of Section 15.1.


 


		15.3.	Adjustments



 


Adjustments
under this Section 15 related to Share or other securities of the Company shall be made by the Board. No fractional Shares
or other securities shall be issued under 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.


 


	16.	No
                                         Limitations on Company



 


The
grant of Awards 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.


 






    	 	16	 



     


    

 


	17.	TERMS
                                         APPLICABLE GENERALLY TO AWARDS



 


		17.1.	Disclaimer
                                         of Rights



 


No
term or condition of the Plan or 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 any other term or condition
of the Plan, unless otherwise stated in the applicable Award Agreement, no Award shall be affected by any change of duties or
position of the Grantee, so long as such Grantee continues to be a Service Provider. The obligation of the Company to pay any
benefits under the Plan shall be interpreted as a contractual obligation to pay only those amounts described herein, in the manner
and under the terms and 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 Plan.


 


		17.2.	Nonexclusivity
                                         of the Plan



 


Neither
the adoption of the Plan nor the submission of the Plan to the Stockholders for approval shall be construed as creating any limitations
upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable
either generally to a class or classes of individuals or specifically to a particular individual or particular individuals), including
the granting of Options as the Board determines desirable.


 


		17.3.	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 (1) with respect to the vesting of or other lapse
of restrictions applicable to an Award, (2) upon the issuance of any Shares upon the exercise of an Option or SAR, or (3) 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. The Company or the Affiliate, as the case may be, may require or permit the Grantee to satisfy such
obligations, in whole or in part, (A) by causing the Company or the Affiliate to withhold up to the maximum required number of
Shares otherwise issuable to the Grantee as may be necessary to satisfy such withholding obligation or (B) 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 of the Shares 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.
To the extent applicable, a Grantee may satisfy his or her withholding obligation only with Shares that are not subject to any
repurchase, forfeiture, unfulfilled vesting, or other similar requirements.


 


		17.4.	Other
                                         Terms and Conditions; Employment Agreements



 


Each
Award Agreement may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Board.
In the event of any conflict between the terms and conditions of an employment agreement and the Plan, the terms and conditions
of the employment agreement shall govern.


 






    	 	17	 



     


    

 


		17.5.	Severability



 


If
any term or condition of the Plan or any Award Agreement is determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining terms and conditions hereof and thereof shall be severable and enforceable, and all terms and conditions
shall remain enforceable in any other jurisdiction.


 


		17.6.	Governing
                                         Law



 


The
Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of Delaware without
regard to the principles of conflicts of law that could cause the application of the laws of any jurisdiction other than the State
of Delaware. For purposes of resolving any dispute that arises under the Plan, each Grantee, by virtue of receiving an Award,
shall be deemed to have submitted to and consented to the exclusive jurisdiction of the State of Florida and to have agreed that
any related litigation shall be conducted solely in the courts of Palm Beach County, Florida or the federal courts for the U.S.
for the Southern District of Florida, where the Plan is made and to be performed, and no other courts. The Plan is not intended
to be subject to the Employee Retirement Income Security Act of 1974.


 


		17.7.	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. For purposes of Section 409A, each installment payment under the Plan shall be treated as a
separate payment. Notwithstanding any other term or condition of the Plan, to the extent required to avoid accelerated taxation
or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided under
the Plan during the six-month period immediately after 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 additional 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.


 


		17.8.	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 may be taken upon the occurrence of a Separation from Service, including
accelerated vesting or termination, depending upon the circumstances surrounding the Separation from Service.


 


		17.9.	Transferability
                                         of Awards



 


		17.9.1.	Transfers
                                         in General



 


Except
as provided in Section 17.9.2, 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.


 






    	 	18	 



     


    

 


		17.9.2.	Family
                                         Transfers



 


If
authorized in the applicable Award Agreement, a Grantee may transfer, not for value, all or part of an Award (other than Incentive
Stock Options) to any Family Member. For the purpose of this Section 17.9.2, a “not for value” transfer is
a transfer that is (1) a gift, (2) a transfer under a domestic relations order in settlement of marital property rights; or (3)
a transfer to an entity in which more than 50% of the voting interests are owned by Family Members (or the Grantee) in exchange
for an interest in that entity. After a transfer under this Section 17.9.2, any such Award shall continue to be subject
to the same terms and conditions as were applicable immediately before transfer. Subsequent transfers of transferred Awards are
prohibited except to Family Members of the original Grantee in accordance with this Section 17.9.2 or by will or the laws
of descent and distribution.


 


		17.10.	Dividend
                                         Equivalent Rights



 


If
specified in the Award Agreement, the recipient of an Award may be entitled to receive dividend equivalent rights 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 in cash or 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. Notwithstanding the foregoing, dividends or dividend equivalents shall not be paid on any Award
or portion thereof that is unvested or on any Award that is subject to the achievement of performance criteria before the Award
has become earned and payable.


 


		17.11.	Data
                                         Protection



 


A
Grantee’s acceptance of an Award shall be deemed to constitute the Grantee’s acknowledgement of and consent to the
collection and processing of personal data relating to the Grantee so that the Company can meet its obligations and exercise its
rights under the Plan and generally administer and manage the Plan. This data shall include data about participation in the Plan
and Shares offered or received, purchased, or sold under the Plan and other appropriate financial and other data (such as the
date on which the Awards were granted) about the Grantee and the Grantee’s participation in the Plan.


 


		17.12.	Plan
                                         Construction



 


In
the Plan, unless otherwise stated, the following uses apply:


 


		(1)	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;



 


		(2)	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”;



 


		(3)	indications
                                         of time of day shall be based upon the time applicable to the location of the principal
                                         headquarters of the Company;



 


		(4)	the
                                         words “include,” “includes” and “including” (and
                                         the like) mean “include, without limitation,” “includes, without limitation”
                                         and “including, without limitation” (and the like), respectively;



 


		(5)	all
                                         references to articles and sections are to articles and sections in the Plan;



 


		(6)	all
                                         words used shall be construed to be of such gender or number as the circumstances and
                                         context require;



 


		(7)	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;



 


		(8)	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



 


		(9)	all
                                         accounting terms not specifically defined shall be construed in accordance with GAAP.



 







 


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