Exhibit 10.2


 


FORM
OF


DERMADOCTOR,
INC.


2018
EQUITY INCENTIVE PLAN


 


Adopted
by the Board of Directors: _________, 2018


Approved
by the Stockholders: _________, 2018


IPO
Date: _________, 2018


 


1.  Establishment
and Purpose.


 


The
purpose of the DERMAdoctor, Inc. 2018 Equity Incentive Plan (the “Plan”) is to promote the interests of DERMAdoctor,
Inc. (the “Company”) and the stockholders of the Company by providing officers, directors, employees and consultants
of the Company with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of
the Company, to acquire a proprietary interest in the long-term success of the Company and to reward the performance of individuals
in fulfilling long-term corporate objectives.


 


2.  Definitions.
For purposes of the Plan, the following terms shall be defined as set forth below.


 


	 	(a)	“Administrator”
    means the Board of Directors or a Committee appointed by the Board of Directors that will be administering the Plan, in accordance
    with Section 3 hereof.


 


	 	(b)	“Agreement”
    shall mean the written agreement between the Company and a Participant evidencing an Award.


 


	 	(c)	“Annual
    Incentive Award” shall mean an Award described in Section 6(g) hereof that is based upon a period of one year
    or less.


 


	 	(d)	“Award”
    shall mean any Option, Restricted Stock, Restricted Stock Unit, Stock Bonus award, Stock Appreciation Right, Performance Award,
    Other Cash-Based Award or Other Stock-Based Award granted pursuant to the terms of the Plan.


 


	 	(e)	“Award
    Agreement” shall mean either (i) a written or electronic agreement entered into between the Company and a Participant
    setting forth the terms and conditions of an Award including any amendment or modification thereof; or (ii) a written
    or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including
    any amendment or modification thereof. The Administrator may provide for the use of electronic, internet or other non-paper
    Award Agreements, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder
    by a Participant. Each Award Agreement shall be subject to the terms and conditions of the Plan and need not be identical.


 


	 	(f)	“Beneficiary”
    and “Beneficiaries” means the person, persons, trust or trusts which have been designated by a Participant
    in his or her most recent written beneficiary designation submitted to the Administrator to receive the benefits specified
    under the Plan upon such Participant’s death or, if there is no designated Beneficiary or surviving designated Beneficiary,
    then the person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive such benefits.


 


	 	(g)	“Board
    of Directors” shall mean the Board of Directors of the Company.


 


	 	(h)	“Capital
    Stock” means each and every class (if more than one) of common stock of the Company, regardless of the number of
    votes per share.


 






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	 	(i)	“Cause”
    shall mean a termination of a Participant’s employment by the Company or any of its Subsidiaries due to (i) the
    continued failure, after written notice, by such Participant substantially to perform his or her duties with the Company or
    any of its Subsidiaries (other than any such failure resulting from incapacity due to reasonably documented physical illness
    or injury or mental illness); (ii) the Participant’s indictment or conviction of, or entering a plea of guilty or nolo
    contendere to, a crime constituting a felony or any crime involving fraud, dishonesty or moral turpitude under the laws
    of the United States or any state thereof; or (iii) the material breach by the Participant of any agreement between such
    Participant, on the one hand, and the Company, on the other hand. Notwithstanding the above, with respect to any Participant
    who is a party to an employment agreement with the Company, Cause shall have the meaning set forth in such employment agreement.
    The determination that a termination of the Participant’s service is either for Cause or without Cause shall be made
    by the Company, in its sole discretion.


 


	 	(j)	A
    “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following
    paragraphs shall have occurred:


 


	 	(i)	any
    Person is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly
    or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities
    acquired directly from the Company) representing 50% or more of the Company’s then outstanding securities; or


 


	 	(ii)	the
    following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who,
    on the Effective Date, constitute the Board of Directors and any new director (other than a director whose initial assumption
    of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation,
    relating to the election of directors of the Company) whose appointment or election by the Board of Directors or nomination
    for election by the Company’s stockholders was approved or recommended by a vote of at least a two-thirds of the directors
    then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election
    was previously so approved or recommended; or


 


	 	(iii)	there
    is consummated a merger or consolidation of the Company with any other corporation other than (A) a merger or consolidation
    which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing
    to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any
    parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity
    or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected
    to implement a re-capitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner,
    directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any
    securities acquired directly from the Company) representing 50% or more of the combined voting power of the Company’s
    then outstanding securities; or


 


	 	(iv)	the
    stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an
    agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than
    a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity at least 75% of
    the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as
    their ownership of the Company immediately prior to such sale.


 


	 	(k)	“Code”
    shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder. References
    in the Plan to specific sections of the Code shall be deemed to include any successor provisions thereto.


 


	 	(l)	“Committee”
    shall mean the committee of the Board of Directors delegated with the authority to administer the Plan, or the full Board
    of Directors, as provided in Section 3 hereof. With respect to any decision involving an Award intended to satisfy the
    requirements of Section 162(m) of the Code, the Committee shall consist of two or more directors of the Company who are
    “outside directors” within the meaning of Section 162(m) of the Code. With respect to any decision involving
    an Award intended to satisfy the requirements of Rule 16b-3, the Committee shall consist solely of two or more “non-employee
    directors” within the meaning of Rule 16b-3. The fact that a Committee member shall fail to qualify under any of these
    requirements shall not invalidate an Award if the Award is otherwise validly made under the Plan. The Board of Directors may
    at any time appoint additional members to the Committee, remove and replace members of the Committee with or without Cause,
    and fill vacancies on the Committee however caused.


 






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	 	(m)	“Company”
    shall mean DERMAdoctor, Inc., a Delaware corporation, or any successor thereto, and, where appropriate, each of its Subsidiaries.
	 	 	 
	 	(n)	“Company
    Stock” shall mean the common stock of the Company, par value $0.001 per share.
	 	 	 
	 	(o)	“Disability”
    shall mean total and permanent disability as defined in Section 22(e)(3) of the Code, provided that in the case of Awards
    other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability
    exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.
	 	 	 
	 	(p)	“Effective
    Date” shall mean the IPO Date, provided that this Plan has been adopted by the Board of Directors and approved by
    the stockholders of the Company.
	 	 	 
	 	(q)	“Exchange
    Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.
	 	 	 
	 	(r)	The
    “Fair Market Value” of a share of Company Stock, as of a date of determination, shall mean (i) the
    closing sales price per share of Company Stock on the principal national securities exchange on which such Company Stock is
    listed on the date of the grant of such Award; (ii) if the shares of Company Stock are not listed or admitted to trading
    on any such exchange, the closing price of the shares of Company Stock on the principal securities market on which the shares
    trade as reported for the last preceding date on which there was a sale of such stock on such market; or (iii) if the
    shares of Company Stock are not then listed on a national securities exchange or traded on a securities market or in an over-the-counter
    market or the value of such shares is not otherwise determinable, such value as determined by the Administrator in good faith
    upon the advice of a qualified valuation expert. In no event shall the Fair Market Value of any share of Company Stock, the
    Option exercise price of any Option, the appreciation base per share of Company Stock under any Stock Appreciation Right,
    or the amount payable per share of Company Stock under any other Award, be less than the par value per share of Company Stock.
	 	 	 
	 	(s)	“Full
    Value Award” shall mean any Award, other than an Option or a Stock Appreciation Right, which Award is settled in
    Company Stock.
	 	 	 
	 	(t)	“Incentive
    Stock Option” shall mean an Option that is an “incentive stock option” within the meaning of Section 422
    of the Code, or any successor provision, and that is designated by the Administrator as an Incentive Stock Option.
	 	 	 
	 	(u)	“IPO
    Date” means the date on which the underwriting agreement between the Company and the underwriter(s) managing the
    initial public offering of the Company Stock, pursuant to which the Company Stock is priced for the initial public offering,
    is executed.
	 	 	 
	 	(v)	“Long-Term
    Incentive Award” shall mean an Award that is based upon a period in excess of one year.
	 	 	 
	 	(w)	“Nonemployee
    Director” shall mean a member of the Board of Directors who is not an employee of the Company.
	 	 	 
	 	(x)	“Nonstatutory
    Stock Option” shall mean an Option other than an Incentive Stock Option.


  


	 	(y)	“Option”
    shall mean an option to purchase shares of Company Stock granted pursuant to Section 6(b).


 


	 	(z)	“Other
    Cash-Based Award” shall mean a right or other interest granted to a Participant pursuant to Section 6(g) hereof
    other than an Other Stock-Based Award entitling such Participant to receive a cash payment at such times, and subject to such
    conditions, as are set forth in the Plan and the applicable Award Agreement.


 






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	 	(aa)	“Other
    Stock-Based Award” shall mean a right or other interest granted to a Participant, valued in whole or in part by
    reference to, or otherwise based on, or related to, Company Stock pursuant to Section 6(g) hereof, including but not
    limited to: (i) unrestricted Company Stock awarded as a bonus or upon the attainment of performance goals or otherwise
    as permitted under the Plan; and (ii) a right granted to a Participant to acquire Company Stock from the Company containing
    terms and conditions prescribed by the Administrator.


 


	 	(bb)	“Participant”
    shall mean an officer, director, employee or consultant of the Company to whom an Award is granted pursuant to the Plan, and,
    upon the death of the officer, director, employee or consultant, his or her successors, heirs, executors and administrators,
    as the case may be.


 


	 	(cc)	“Performance
    Award” shall mean an Award granted to a Participant pursuant to Section 6(f) hereof.


 


	 	(dd)	“Person”
    shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, except that such term shall not include: (i) the
    Company; (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company; (iii) an
    underwriter temporarily holding securities pursuant to an offering of such securities; or (iv) a corporation owned, directly
    or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the
    Company.


 


	 	(ee)	“Restricted
    Stock” shall mean a share of Company Stock that is granted pursuant to the terms of Section 6(e) hereof.


 


	 	(ff)	“Rule
    16b-3” shall mean Rule 16b-3 promulgated under the Exchange Act, as amended from time to time.


 


	 	(gg)	“Securities
    Act” shall mean the Securities Act of 1933, as amended from time to time.


 


	 	(hh)	“Stock
    Appreciation Right” shall mean the right, granted to a Participant under Section 6(d), to be paid an amount
    measured by the appreciation in the Fair Market Value of a share of Company Stock from the date of grant to the date of exercise
    of the right, with payment to be made in cash and/or a share of Company Stock, as specified in the Award or determined by
    the Administrator.


 


	 	(ii)	“Stock
    Bonus” shall mean a bonus payable in shares of Company Stock granted pursuant to Section 6(e) hereof.


 


	 	(jj)	“Subsidiary”
    shall mean an entity (whether or not a corporation) that is wholly or majority owned or controlled, directly or indirectly,
    by the Company; provided, however, that with respect to Incentive Stock Options, the term “Subsidiary” shall include
    only an entity that qualifies under Section 424(f) of the Code as a “subsidiary corporation” with respect to the
    Company.


 






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3.  Administration
of the Plan.


 


The
Plan shall be administered by the Administrator, which shall be the Company’s Board of Directors or a Committee appointed
by the Board of Directors. The Administrator shall have the authority, in its sole discretion, subject to and not inconsistent
with the express terms and provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either
specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation,
the authority to grant Awards; to determine the persons to whom and the time or times at which Awards shall be granted; to determine
the type and number of Awards to be granted (including whether an Option granted is an Incentive Stock Option or a Nonstatutory
Stock Option); to determine the number of shares of Company Stock to which an Award may relate and the terms, conditions, restrictions
and performance criteria, if any, relating to any Award; to determine whether, to what extent, and under what circumstances an
Award may be settled, cancelled, forfeited, exchanged or surrendered; to make adjustments in the performance goals that may be
required for any award in recognition of unusual or nonrecurring events affecting the Company or the financial statements of the
Company (to the extent not inconsistent with Section 162(m) of the Code, if applicable), or in response to changes in applicable
laws, regulations, or accounting principles; to construe and interpret the Plan and any Award; to prescribe, amend and rescind
rules and regulations relating to the Plan; to determine the terms and provisions of Agreements; and to make all other determinations
deemed necessary or advisable for the administration of the Plan.


 


The
Administrator may, in its absolute discretion, without amendment to the Plan, (a) accelerate the date on which any Option
granted under the Plan becomes exercisable, waive or amend the operation of Plan provisions respecting exercise after termination
of employment or otherwise adjust any of the terms of such Option; and (b) accelerate the vesting date, or waive any condition
imposed hereunder, with respect to any Award or otherwise adjust any of the terms applicable to any such Award. Notwithstanding
the foregoing, and subject to Sections 4(c) and 4(d), neither the Administrator nor its delegates shall have the authority to
re-price (or cancel and/or re-grant) any Option, Stock Appreciation Right or, if applicable, other Award at a lower exercise,
base or purchase price without first obtaining the approval of the Company’s stockholders.


 


Subject
to Section 162(m) of the Code and except as required by Rule 16b-3 of the Exchange Act with respect to grants of Awards to
individuals who are subject to Section 16 of the Exchange Act, or as otherwise required for compliance with Rule 16b-3 of
the Exchange Act or other applicable law, the Administrator may delegate all or any part of its authority under the Plan to officers
or managers of the Company.


 


Subject
to Section 162(m) of the Code and Section 16 of the Exchange Act, to the extent the Administrator deems it necessary,
appropriate or desirable to comply with foreign law or practices and to further the purpose of the Plan, the Administrator may,
without amending this Plan, establish special rules applicable to Awards granted to Participants who are foreign nationals, are
employed outside the United States, or both, including rules that differ from those set forth in the Plan, and grant Awards to
such Participants in accordance with those rules.


 


All
decisions, determinations and interpretations of the Administrator shall be final and binding on all persons with any interest
in an Award, including the Company and the Participant (or any person claiming any rights under the Plan from or through any Participant).
No member of the Administrator acting in their capacity as Administrator shall be liable for any action taken or determination
made in good faith with respect to the Plan or any Award.


  


4.
Stock Subject to the Plan.


  


	 	(a)	Shares
    Available for Awards. The maximum aggregate number of shares of Company Stock reserved for issuance under the Plan (all
    of which may be granted as Incentive Stock Options) shall be One Million Seven Hundred and Fifty Thousand (1,750,000) shares.
    Notwithstanding the foregoing, of the One Million Seven Hundred and Fifty Thousand (1,750,000) shares reserved for issuance
    under this Plan, no more than One Million (1,000,000) of such shares shall be issued as Full Value Awards. Shares of
    Company Stock reserved under the Plan may be authorized but unissued Company Stock or authorized and issued Company Stock
    held in the Company’s treasury. The Administrator may direct that any stock certificate evidencing shares issued pursuant
    to the Plan shall bear a legend setting forth such restrictions on transferability as may apply to such shares pursuant to
    the Plan.


  


	 	(b)	Individual
    Limitation. To the extent required by Section 162(m) of the Code, the total number of shares of Company Stock subject
    to Awards awarded to any one Participant during any tax year of the Company, shall not exceed Five Hundred Thousand (500,000)
    shares (subject to adjustment as provided herein).


 


	 	(c)	Adjustment
    for Change in Capitalization. In the event that the Administrator shall determine that any dividend or other distribution
    (whether in the form of cash, Company Stock, or other property), recapitalization, Company Stock split, reverse Company Stock
    split, reorganization, reclassification, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation,
    dissolution or other similar corporate transaction or event, affects the Company Stock such that an adjustment is appropriate
    in order to prevent dilution or enlargement of the rights of Participants under the Plan, then the Administrator shall make
    such equitable changes or adjustments as it deems necessary or appropriate to any or all of (i) the number and kind of
    shares of Company Stock that may thereafter be issued in connection with Awards; (ii) the number and kind of shares of
    Company Stock, securities or other property (including cash) issued or issuable in respect of outstanding Awards; (iii) the
    exercise price, grant price or purchase price relating to any Award; and (iv) the maximum number of shares subject to
    Awards which may be awarded to any employee during any tax year of the Company; provided that, with respect to Incentive Stock
    Options, any such adjustment shall be made in accordance with Section 424 of the Code; and provided further that, no
    such adjustment shall cause any Award hereunder which is or could be subject to Section 409A of the Code to fail to comply
    with the requirements of such section.


 






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	 	(d)	Specific
    Adjustments. Notwithstanding the foregoing, in connection with a spin-off or similar corporate transaction, the Administrator
    shall be required with respect to the Plan and to Awards granted thereunder to make adjustments described in this Section 4(d)
    that may include, but are not limited to, (i) the imposition of restrictions on any distribution with respect to Restricted
    Stock or similar Awards; and (ii) the substitution of comparable Options to purchase the common stock of another entity
    or Stock Appreciation Rights or Other Stock-Based Awards denominated in the securities of another entity, which may be settled
    in the form of cash, Company Stock, stock of such other entity, or other securities or property, as determined by the Administrator
    to the extent that any existing gain would otherwise be diminished without payment of adequate compensation to the holder
    of the award; and, in the event of such a substitution, references in this Plan and in the applicable Award Agreements thereunder
    to “Company Stock” or “Stock” shall be deemed to also refer to the securities of the
    other entity where appropriate.


 


	 	(e)	Reuse
    of Shares. Except as set forth below, if any shares subject to an Award are forfeited, cancelled, exchanged or surrendered,
    or if an Award terminates or expires without a distribution of shares to the Participant, the shares of stock with respect
    to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, withholding, termination or
    expiration, again be available for Awards under the Plan. Notwithstanding the foregoing, upon the exercise of any Award granted
    in tandem with any other Awards, such related Awards shall be cancelled to the extent of the number of shares of Company Stock
    as to which the Award is exercised and such number of shares shall no longer be available for Awards under the Plan. In addition,
    notwithstanding the forgoing, the shares of stock surrendered or withheld as payment of either the exercise price of an Option
    (including shares of stock otherwise underlying an Award of a Stock Appreciation Right that are retained by the Company to
    account for the appreciation base of such Stock Appreciation Right) and/or withholding taxes in respect of an Award shall
    no longer be available for Awards under the Plan.


 


5.
Eligibility.


 


The
persons who shall be eligible to receive Awards pursuant to the Plan shall be the individuals the Administrator shall select from
time to time, who are employees (including officers of the Company and its Subsidiaries, whether or not they are directors of
the Company or its Subsidiaries), Nonemployee Directors, and consultants of the Company and its Subsidiaries; provided, that Incentive
Stock Options shall be granted only to employees (including officers and directors who are also employees) of the Company or its
Subsidiaries.


 


6.
Awards Under the Plan.


 


	 	(a)	Agreement.  The
    Administrator may grant Awards in such amounts and with such terms and conditions as it shall determine in its sole discretion,
    subject to the terms and provisions of the Plan. Each Award granted under the Plan shall be evidenced by an Agreement as the
    Administrator may in its sole discretion deem necessary or desirable and unless Administrator determines otherwise, such Agreement
    must be signed, acknowledged and returned by the Participant to the Company. Unless the Administrator determines otherwise,
    any failure by the Participant to sign and return the Award Agreement within such reasonable period of time following the
    granting of the Award as the Administrator shall prescribe shall cause such Award to the Participant to be null and void.
    By accepting an Award or other benefits under the Plan (including participation in the Plan), each Participant shall be conclusively
    deemed to have indicated acceptance and ratification of, and consent to, all provisions of the Plan and the Award Agreement.


 






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	 	(b)	Stock
    Options.


 


	 	(i)	Grant
    of Stock Options. The Administrator may grant Options under the Plan to purchase shares of Company Stock in such amounts
    and subject to such terms and conditions as it shall from time to time determine in its sole discretion, subject to the terms
    and provisions of the Plan. The exercise price of the share purchasable under an Option shall be determined by the Administrator
    but in no event shall the exercise price be less than the Fair Market Value per share on the grant date of such Option. The
    date as of which the Administrator adopts a resolution granting an Option shall be considered the day on which such Option
    is granted unless such resolution specifies a later date.


 


	 	(ii)	Identification.
    Each Option shall be clearly identified in the applicable Award Agreement as either an Incentive Stock Option or a Nonstatutory
    Stock Option and shall state the number of shares of Company Stock to which the Option (and/or each type of Option) relates.


 


	 	(c)	Special
    Requirements for Incentive Stock Options.


 


	 	(i)	To
    the extent that the aggregate Fair Market Value of shares of Company Stock with respect to which Incentive Stock Options are
    exercisable for the first time by a Participant during any calendar year under the Plan and any other stock option plan of
    the Company shall exceed $100,000, such Options shall be treated as Nonstatutory Stock Options. Such Fair Market Value shall
    be determined as of the date on which each such Incentive Stock Option is granted.


 


	 	(ii)	No
    Incentive Stock Option may be granted to an individual if, at the time of the proposed grant, such individual owns (or is
    deemed to own under the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of
    the Company unless (A) the exercise price of such Incentive Stock Option is at least 110% of the Fair Market Value of
    a share of Company Stock at the time such Incentive Stock Option is granted and (B) such Incentive Stock Option is not
    exercisable after the expiration of five years from the date such Incentive Stock Option is granted.


 


	 	(d)	Stock
    Appreciation Rights.


 


	 	(i)	The
    Administrator may grant a related Stock Appreciation Right in connection with all or any part of an Option granted under the
    Plan, either at the time such Option is granted or at any time thereafter prior to the exercise, termination or cancellation
    of such Option, and subject to such terms and conditions as the Administrator shall from time to time determine in its sole
    discretion, consistent with the terms and provisions of the Plan, provided, however, that in no event shall the appreciation
    base of the shares of Company Stock subject to the Stock Appreciation Right be less than the Fair Market Value per share on
    the grant date of such Stock Appreciation Right. The holder of a related Stock Appreciation Right shall, subject to the terms
    and conditions of the Plan and the applicable Award Agreement, have the right by exercise thereof to surrender to the Company
    for cancellation all or a portion of such related Stock Appreciation Right, but only to the extent that the related Option
    is then exercisable, and to be paid therefor an amount equal to the excess (if any) of (i) the aggregate Fair Market
    Value of the shares of Company Stock subject to the related Stock Appreciation Right or portion thereof surrendered (determined
    as of the exercise date) over (ii) the aggregate appreciation base of the shares of Company Stock subject to the Stock
    Appreciation Right or portion thereof surrendered. Upon any exercise of a related Stock Appreciation Right or any portion
    thereof, the number of shares of Company Stock subject to the related Option shall be reduced by the number of shares of Company
    Stock in respect of which such Stock Appreciation Right shall have been exercised.


 






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	 	(ii)	The
    Administrator may grant unrelated Stock Appreciation Rights in such amount and subject to such terms and conditions, as the
    Administrator, shall from time to time determine in its sole discretion, subject to the terms and provisions of the Plan,
    provided, however, that in no event shall the appreciation base of the shares of Company Stock subject to the Stock Appreciation
    Right be less than the Fair Market Value per share on the grant date of such Stock Appreciation Right. The holder of an unrelated
    Stock Appreciation Right shall, subject to the terms and conditions of the Plan and the applicable Award Agreement, have the
    right to surrender to the Company for cancellation all or a portion of such Stock Appreciation Right, but only to the extent
    that such Stock Appreciation Right is then exercisable, and to be paid therefor an amount equal to the excess (if any) of
    (x) the aggregate Fair Market Value of the shares of Company Stock subject to the Stock Appreciation Right or portion
    thereof surrendered (determined as of the exercise date), over (y) the aggregate appreciation base of the shares of Company
    Stock subject to the Stock Appreciation Right or portion thereof surrendered.


 


	 	(iii)	The
    grant or exercisability of any Stock Appreciation Right shall be subject to such conditions as the Administrator in its sole
    discretion, shall determine.


 


	 	(e)	Restricted
    Stock and Stock Bonus.


 


	 	(i)	The
    Administrator may grant Restricted Stock awards, alone or in tandem with other Awards under the Plan, subject to such restrictions,
    terms and conditions, as the Administrator shall determine in its sole discretion and as shall be evidenced by the applicable
    Award Agreements. The vesting of a Restricted Stock award granted under the Plan may be conditioned upon the completion of
    a specified period of employment or service with the Company or any Subsidiary, upon the attainment of specified performance
    goals, and/or upon such other criteria as the Administrator may determine in its sole discretion.


 


	 	(ii)	Each
    Agreement with respect to a Restricted Stock award shall set forth the amount (if any) to be paid by the Participant with
    respect to such Award and when and under what circumstances such payment is required to be made.


 


	 	(iii)	The
    Administrator may, upon such terms and conditions as the Administrator determines in its sole discretion, provide that a certificate
    or certificates representing the shares underlying a Restricted Stock award shall be registered in the Participant’s
    name and bear an appropriate legend specifying that such shares are not transferable and are subject to the provisions of
    the Plan and the restrictions, terms and conditions set forth in the applicable Award Agreement, or that such certificate
    or certificates shall be held in escrow by the Company on behalf of the Participant until such shares become vested or are
    forfeited. Except as provided in the applicable Award Agreement, no shares underlying a Restricted Stock award may be assigned,
    transferred, or otherwise encumbered or disposed of by the Participant until such shares have vested in accordance with the
    terms of such Award.


 


	 	(iv)	If
    and to the extent that the applicable Award Agreement may so provide, a Participant shall have the right to vote and receive
    dividends on the shares underlying a Restricted Stock award granted under the Plan. Unless otherwise provided in the applicable
    Award Agreement, any stock received as a dividend on or in connection with a stock split of the shares underlying a Restricted
    Stock award shall be subject to the same restrictions as the shares underlying such Restricted Stock award.


 


	 	(v)	The
    Administrator may grant Stock Bonus awards, alone or in tandem with other Awards under the Plan, subject to such terms and
    conditions as it shall determine in its sole discretion and as may be evidenced by the applicable Award Agreement.


 


	 	(f)	Performance
    Awards.


 


	 	(i)	The
    Administrator may grant Performance Awards, alone or in tandem with other Awards under the Plan, to acquire shares of Company
    Stock in such amounts and subject to such terms and conditions as the Administrator shall from time to time in its sole discretion
    determine, subject to the terms of the Plan. To the extent necessary to satisfy the short-term deferral exception to Section 409A
    of the Code, unless the Administrator shall determine otherwise, the Performance Awards shall provide that payment shall be
    made within 2 1/2 months after the end of the year in which the Participant has a legally binding vested right to such
    award.


 






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	 	(ii)	In
    the event that the Administrator grants a Performance Award or other Award (other than Nonstatutory Stock Option or Incentive
    Stock Option or a Stock Appreciation Right) that is intended to constitute qualified performance-based compensation within
    the meaning Section 162(m) of the Code, the following rules shall apply (as such rules may be modified by the Administrator
    to conform with Section 162(m) of the Code and the Treasury Regulations thereunder as may be in effect from time to time,
    and any amendments, revisions or successor provisions thereto): (a) payments under the Performance Award shall be made solely
    on account of the attainment of one or more objective performance goals established in writing by the Administrator not later
    than 90 days after the commencement of the period of service to which the Performance Award relates (but in no event after
    25% of the period of service has elapsed); (b) the performance goal(s) to which the Performance Award relates shall be
    based on one or more of the following business criteria applied to the Participant and/or a business unit or the Company and/or
    a Subsidiary: (1) product development progress; (2) business development progress; (3) sales; (4) sales growth; (5) earnings
    growth; (6) cash flow or cash position; (7) gross margins; (8) stock price; (9) financings (issuance of debt or equity); (10) market
    share; (11) total stockholder return; (12) net revenues; (13) earnings per share of Company Stock; (14) net
    income (before or after taxes); (15) return on assets; (16) return on sales; (17) equity or investment; (18) improvement
    of financial ratings; (19) achievement of balance sheet or income statement objectives; (20) total stockholder return; (21)
    earnings from continuing operations; levels of expense; cost or liability; (22) earnings before all or any interest;
    taxes; depreciation and/or amortization (“EBIT”; “EBITA” or “EBITDA”);
    (23) cost reduction goals; (24) business development goals (including without limitation product launches and other business
    development-related opportunities); (25) identification or consummation of investment opportunities or completion of specified
    projects in accordance with corporate business plans; including strategic mergers; acquisitions or divestitures; (26) meeting
    specified market penetration or value added goals; (27) development of new technologies (including patent application or issuance
    goals); and (28) any combination of; or a specified increase or decrease of one or more of the foregoing over a specified
    period; and (c) once granted, the Administrator may not have discretion to increase the amount payable under such Award,
    provided, however, that whether or not an Award is intended to constitute qualified performance-based compensation within
    the meaning of Section 162(m) of the Code, the Administrator, to the extent provided by the Administrator at the time
    the Award is granted or as otherwise permitted under Section 162(m) of the Code, shall have the authority to make appropriate
    adjustments in performance goals under an Award to reflect the impact of extraordinary items not reflected in such goals.
    For purposes of the Plan, extraordinary items shall be defined as (1) any profit or loss attributable to acquisitions
    or dispositions of stock or assets including, without limitation, licenses; (2) any changes in accounting standards that
    may be required or permitted by the Financial Accounting Standards Board or adopted by the Company after the goal is established;
    (3) all items of gain, loss or expense for the year related to restructuring charges for the Company; (4) all items
    of gain, loss or expense for the year determined to be extraordinary or unusual in nature or infrequent in occurrence or related
    to the disposal of a segment of a business; (5) all items of gain, loss or expense for the year related to discontinued
    operations that do not qualify as a segment of a business as defined in APB Opinion No. 30; and (6) such other items
    as may be prescribed by Section 162(m) of the Code and the Treasury Regulations thereunder as may be in effect from time
    to time, and any amendments, revisions or successor provisions and any changes thereto. The Board of Directors or the Committee
    shall, prior to making payment under any award under this Section 6(f), certify in writing that all applicable performance
    goals have been attained. Notwithstanding anything to the contrary contained in the Plan or in any applicable Award Agreement,
    no dividends or dividend equivalents will be paid with respect to unvested Performance Awards.


  






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	 	(g)	Other
    Stock-Based Award; Cash-Based Award; Restricted Stock Units.


 


	 	(i)	Other
        Stock-Based Awards; Cash-Based Awards. The Administrator is authorized to grant Awards to Participants in the form
        of Other Stock-Based Awards or Other Cash-Based Awards, as deemed by the Administrator to be consistent with the purposes
        of the Plan. To the extent necessary to satisfy the short-term deferral exception to Section 409A of the Code, unless
        the Administrator shall determine otherwise, the awards shall provide that payment shall be made within 21⁄2 months
        after the end of the year in which the Participant has a legally binding vested right to such award. With respect to Other
        Cash-Based Awards intended to qualify as performance based compensation under Section 162(m) of the Code, (i) the
        maximum value of the aggregate payment that any Participant may receive with respect to any such Other Cash-Based Award
        shall be in such amounts and subject to such terms and conditions as the Board of Directors or the Committee shall determine;
        (ii) the maximum value of the aggregate payment that any Participant may receive with respect to any such Other Cash-Based
        Award that is a Long-Term Incentive Award is the highest amount paid pursuant to clause (i) above multiplied by a
        fraction, the numerator of which is the number of months in the performance period and the denominator of which is twelve,
        and (iii) such additional rules set forth in Section 6(f) applicable to Awards intended to qualify as performance-based
        compensation under Section 162(m) shall apply. The Administrator may establish such other rules applicable to the
        Other Stock-Based Awards or Cash-Based Awards to the extent not inconsistent with Section 162(m) of the Code.

         

        (ii)
        Grant of Restricted Stock Units. A restricted stock unit (“Restricted Stock Unit”) represents
        the right to receive from the Company on the respective scheduled vesting or payment date for such Restricted Stock Unit,
        one share of Common Stock. An Award of a Restricted Stock Unit may be subject to the attainment of specified performance
        goals or targets, forfeitability provisions and such other terms and conditions as the Administrator may determine, subject
        to the provisions of this Plan. At the time an Award of Restricted Stock Units is made, the Administrator shall establish
        a period of time during which the restricted stock units shall vest and the timing for settlement of the Restricted Stock
        Unit, which shall be set forth in the applicable Restricted Stock award agreement.

         

        (iii)
        Dividend Equivalent Accounts–Restricted Stock Units. Subject to the terms and conditions of this Plan and
        the applicable Restricted Stock Unit award agreement, as well as any procedures established by the Administrator, prior
        to the expiration of the applicable vesting period of an Restricted Stock Unit, the Administrator may determine to pay
        dividend equivalent rights with respect to Restricted Stock Units, in which case, the Company shall establish an account
        for the participant and reflect in that account any securities, cash or other property comprising any dividend or property
        distribution with respect to the shares of Common Stock underlying each Restricted Stock Unit. Each amount or other property
        credited to any such account shall be subject to the same vesting conditions as the Restricted Stock Unit to which it
        relates. The participant shall have the right to be paid the amounts or other property credited to such account upon vesting
        of the subject Restricted Stock Unit.

         

        (iv)
        Rights as a Stockholder–Restricted Stock Units. Subject to the restrictions imposed under the terms and conditions
        of this Plan and the applicable Restricted Stock Unit award agreement, each participant receiving Restricted Stock Units
        shall have no rights as a stockholder with respect to such Restricted Stock Units until such time as shares of Common
        Stock are issued to the participant. No shares of Common Stock shall be issued at the time a Restricted Stock Unit is
        granted, and the Company will not be required to set aside a fund for the payment of any such award. Except as otherwise
        provided in the applicable award agreement, shares of Common Stock issuable under an Restricted Stock Unit shall be treated
        as issued on the first date that the holder of the Restricted Stock Unit is no longer subject to a substantial risk of
        forfeiture as determined for purposes of Section 409A of the Code, and the holder shall be the owner of such shares
        of Common Stock on such date. An award agreement may provide that issuance of shares of Common Stock under an Restricted
        Stock Unit may be deferred beyond the first date that the Restricted Stock Unit is no longer subject to a substantial
        risk of forfeiture, provided that such deferral is structured in a manner that is intended to comply with the requirements
        of Section 409A of the Code.

	 	 	 
	 	(h)	Exercisability
    of Awards; Cancellation of Awards in Certain Cases.
	 	 	 	 	 





	 	(i)	Except
    as hereinafter provided, each Agreement with respect to an Option or Stock Appreciation Right shall set forth the period during
    which and the conditions subject to which the Option or Stock Appreciation Right evidenced thereby shall be exercisable, and
    each Agreement with respect to a Restricted Stock award, Stock Bonus award, Performance Award or other Award shall set forth
    the period after which and the conditions subject to which amounts underlying such Award shall vest or be deliverable, all
    such periods and conditions to be determined by the Administrator in its sole discretion.



 






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	 	(ii)	Except
    as provided in Section 7(d) hereof, no Option or Stock Appreciation Right may be exercised and no shares of Company Stock
    underlying any other Award under the Plan may vest or become deliverable more than ten years after the date of grant (the
    “Stated Expiration Date”).


  


	 	(iii)	Except
    as provided in Section 7 hereof, no Option or Stock Appreciation Right may be exercised and no shares of Common Stock
    underlying any other Award under the Plan may vest or become deliverable unless the Participant is at such time in the employ
    (for Participants who are employees) or service (for Participants who are Nonemployee Directors or consultants) of the Company
    or a Subsidiary (or a company, or a parent or subsidiary company of such company, issuing or assuming the relevant right or
    award in a Change in Control) and has remained continuously so employed or in service since the relevant date of grant of
    the Award.


 


	 	(iv)	An
    Option or Stock Appreciation Right shall be exercisable by the filing of a written notice of exercise or a notice of exercise
    in such other manner with the Company, on such form and in such manner as the Administrator in its sole discretion prescribe,
    and by payment in accordance with Section 6(i) hereof.


   


	 	(v)	Unless
    the applicable Award Agreement provides otherwise, the “Option exercise date” and the “Stock Appreciation
    Right exercise date” shall be the date that the written notice of exercise, together with payment, are received by the
    Company.


  


	 	(i)	Payment
    of Award Price.


 


	 	(i)	Unless
    the applicable Award Agreement provides otherwise or the Administrator in its sole discretion otherwise determines, any written
    notice of exercise of an Option or Stock Appreciation Right must be accompanied by payment of the full Option or Stock Appreciation
    Right exercise price.


 


	 	(ii)	Payment
    of the Option exercise price and of any other payment required by the Award Agreement to be made pursuant to any other Award
    shall be made in any combination of the following: (a) by certified or official bank check payable to the Company (or
    the equivalent thereof acceptable to the Administrator); (b) with the consent of the Administrator its sole discretion,
    by personal check (subject to collection) which may in the discretion of the Administrator be deemed conditional; (c) unless
    otherwise provided in the applicable Award Agreement, and as permitted by the Administrator by delivery of previously-acquired
    shares of Common Stock owned by the Participant having a Fair Market Value (determined as of the Option exercise date, in
    the case of Options, or other relevant payment date as determined by the Administrator, in the case of other Awards) equal
    to the portion of the exercise price being paid thereby; and/or (d) unless otherwise provided in applicable Award Agreement,
    and as permitted by the Administrator, on a net-settlement basis with the Company withholding the amount of Common Stock sufficient
    to cover the exercise price and tax withholding obligation. Payment in accordance with clause (a) of this Section 6(i)(ii)
    may be deemed to be satisfied, if and to the extent that the applicable Award Agreement so provides or the Administrator permits,
    by delivery to the Company of an assignment of a sufficient amount of the proceeds from the sale of Company Stock to be acquired
    pursuant to the Award to pay for all of the Company Stock to be acquired pursuant to the Award and an authorization to the
    broker or selling agent to pay that amount to the Company and to effect such sale at the time of exercise or other delivery
    of shares of Company Stock.


 




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7.
Termination of Employment.


 


	 	(a)	Except
    as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company, upon termination
    of a Participant’s employment or service with the Company and its Subsidiaries by the Company or its Subsidiary for
    Cause (or in the case of a Nonemployee Director upon such Nonemployee Director’s failure to be renominated as Nonemployee
    Director of the Company), the portions of outstanding Awards granted to such Participant that are exercisable as of the date
    of such termination of employment or service shall remain exercisable, and any payment or notice provided for under the terms
    of any other outstanding Award as respects the portion thereof that is vested as of the date of such termination of employment
    or service, may be given, for a period of ninety (90) days from and including the date of termination of employment or
    service (and shall thereafter terminate). All portions of outstanding Awards granted to such Participant that are not exercisable
    as of the date of such termination of employment or service, and any other outstanding Award which is not vested as of the
    date of such termination of employment or service shall terminate upon the date of such termination of employment or service.


 


	 	(b)	Except
    as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company, upon termination
    of the Participant’s employment or service with the Company and its Subsidiaries for any reason other than as described
    in subsection (a), (c), (d) or (e) hereof, the portions of outstanding Awards granted to such Participant that are
    exercisable as of the date of such termination of employment or service shall remain exercisable for a period of ninety (90) days
    (and shall terminate thereafter), and any payment or notice provided for under the terms of any other outstanding Award as
    respects the portion thereof vested as of the date of termination of employment or service may be given, for a period of ninety
    (90) days from and including the date of termination of employment or service (and shall terminate thereafter). All additional
    portions of outstanding Awards granted to such Participant that are not exercisable as of the date of such termination of
    employment or service, and any other outstanding Award that is not vested as of the date of such termination of employment
    or service shall terminate upon the date of such termination of employment or service.


  


	 	(c)	Except
    as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company, if the
    Participant’s employment or service terminates due to Disability, all outstanding Awards with respect to Awards (other
    than Options and Stock Appreciation Rights) intended to qualify as performance-based compensation within the meaning of Section 162(m)
    of the Code) granted to such Participant shall continue to vest in accordance with the terms of the applicable Award Agreements.
    The Participant shall be entitled to exercise each such Award and to make any payment, give any notice or to satisfy other
    condition under each such other Award, in each case, for a period of one year from and including the date such entire Award
    becomes vested or exercisable in accordance with the terms of such Award and thereafter such Awards or parts thereof shall
    be canceled. Notwithstanding the foregoing, the Administrator in its sole discretion may provide for a longer or shorter period
    for exercise of an Award or may permit a Participant to continue vesting under an Award or to make any payment, give any notice
    or to satisfy other condition under any other Award.


 


	 	(d)	Except
    as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company, if the
    Participant’s employment or service terminates by reason of death, or if the Participant’s employment or service
    terminates under circumstances providing for continued rights under subsection (b), (c) or (e) of this Section 7
    and during the period of continued rights described in subsection (b), (c) or (e) the Participant dies, all outstanding
    Awards granted to such Participant shall vest and become fully exercisable (if applicable), and any payment or notice provided
    for under the terms of any other outstanding Award may be immediately paid or given and any condition may be satisfied, by
    the person to whom such rights have passed under the Participant’s will (or if applicable, pursuant to the laws of descent
    and distribution) for a period of one year from and including the date of the Participant’s death and thereafter all
    such Awards or parts thereof shall be canceled.


 


	 	(e)	Except
    as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company, upon termination
    of a Participant’s employment or service with the Company and its Subsidiaries (i) by the Company or its Subsidiaries
    without Cause (including, in case of a Nonemployee Director, the failure to be elected as a Nonemployee Director); or (ii) by
    the Participant for “good reason” or any like term as defined under any employment agreement with the Company
    or a Subsidiary to which a Participant may be a party to, the portions of outstanding Awards granted to such Participant which
    are exercisable as of the date of termination of employment or service of such Participant shall remain exercisable, and any
    payment or notice provided for under the terms of any other outstanding Award as respects the portion thereof vested as of
    the date of termination of employment or service may be given, for a period of one year from and including the date of termination
    of employment or service and shall terminate thereafter.


 



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	 	(f)	Notwithstanding
    anything in this Section 7 to the contrary, no Option or Stock Appreciation Right may be exercised and no shares of Company
    Stock underlying any other Award under the Plan may vest or become deliverable past the Stated Expiration Date. In addition,
    the Administrator in its sole discretion, and in accordance with Section 409A of the Code, shall determine (i) for
    purposes of the Plan, whether any termination of employment or service is a voluntary retirement with the Company’s
    consent or is due to Disability for purposes of the Plan; (ii) whether any leave of absence (including any short-term
    or long-term Disability or medical leave) constitutes a termination of employment or service, or a failure to have remained
    continuously employed or in service, for purposes of the Plan (regardless of whether such leave or status would constitute
    such a termination or failure for purposes of employment law); (iii) the applicable date of any such termination of employment
    or service; and (iv) the impact, if any, of any of the foregoing on Awards under the Plan.


 


8.
Effect of Change in Control.


 


Unless
otherwise determined in an Award Agreement, in the event of a Change in Control:


 


	 	(a)	With
    respect to each outstanding Award that is assumed or substituted in connection with a Change in Control, in the event of a
    termination of a Participant’s employment or service by the Company without Cause during the 12-month period following
    such Change in Control, on the date of such termination (i) such Award shall become fully vested and, if applicable,
    exercisable; (ii) the restrictions, payment conditions, and forfeiture conditions applicable to any such Award granted
    shall lapse; and (iii) any performance conditions imposed with respect to Awards shall be deemed to be fully achieved
    at target levels.


 


	 	(b)	For
    purposes of this Section 8, an Award shall be considered assumed or substituted if, following the Change in Control,
    the Award remains subject to the same terms and conditions that were applicable to the Award immediately prior to the Change
    in Control except that, if the Award related to shares of Company Stock, the Award instead confers the right to receive common
    stock of the acquiring entity.


 


	 	(c)	With
    respect to each outstanding Award that is not assumed or substituted in connection with a Change in Control, immediately upon
    the occurrence of the Change in Control, (i) such Award shall become fully vested and, if applicable, exercisable; (ii) the
    restrictions, payment conditions, and forfeiture conditions applicable to any such Award granted shall lapse; and (iii) any
    performance conditions imposed with respect to Awards shall be deemed to be fully achieved at target levels.


  


	 	(d)	Notwithstanding
    any other provision of the Plan: (i) in the event of a Change in Control, except as would otherwise result in adverse
    tax consequences under Section 409A of the Code, the Board may, in its sole discretion, provide that each Award shall,
    immediately upon the occurrence of a Change in Control, be cancelled in exchange for a payment in cash or securities in an
    amount equal to (x) the excess of the consideration paid per Share in the Change in Control over the exercise or purchase
    price (if any) per Share subject to the Award multiplied by (y) the number of Shares granted under the Award; and (ii) with
    respect to any Award that constitutes a deferral of compensation subject to Section 409A of the Code, in the event of
    a Change in Control that does not constitute a change in the ownership or effective control of the Company or in the ownership
    of a substantial portion of the assets of the Company under Section 409A(a)(2)(A)(v) of the Code and regulations thereunder,
    such Award shall be settled in accordance with its original terms or at such earlier time as permitted by Section 409A
    of the Code.


  




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9.
Miscellaneous.


 


	 	(a)	The
    Administrator may specify in an Award Agreement at the time of the Award that the Participant’s rights, payments and
    benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence
    of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events
    shall include, but shall not be limited to, termination of service for Cause, violation of material Company policies, breach
    of non-competition, confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by
    the Participant that is detrimental to the business or reputation of the Company. Notwithstanding any other provision hereof,
    the Administrator shall have the right at any time to deny or delay a Participant’s exercise of Options if such Participant
    is reasonably believed by the Administrator to have engaged in material conduct adverse to the interests of the Company.


 


	 	(b)	Participants
    are and at all times shall remain subject to the trading window policies adopted by the Company from time to time throughout
    the period of time during which they may exercise Options, Stock Appreciation Rights or sell shares of Company Stock acquired
    pursuant to the Plan.


 


10.
No Special Employment Rights, No Right to Award.


 


	 	(a)	Nothing
    contained in the Plan or any Agreement shall confer upon any Participant any right with respect to the continuation of employment
    or service by the Company or interfere in any way with the right of the Company, subject to the terms of any separate employment
    agreement to the contrary, at any time to terminate such employment or service or to increase or decrease the compensation
    of the Participant.


 


	 	(b)	No
    person shall have any claim or right to receive an Award hereunder. The granting of an Award to a Participant at any time
    shall neither require the Company to grant any other Award to such Participant or other person at any time or preclude the
    Company from making subsequent grants to such Participant or any other person.


 


11.
Securities Matters; No Assignment or Transfer.


 


	 	(a)	The
    Company shall be under no obligation to effect the registration pursuant to the Securities Act of any interests in the Plan
    or any shares of Company Stock to be issued hereunder or to effect similar compliance under any state laws. Notwithstanding
    anything herein to the contrary, the Company shall not be obligated to cause to be issued or delivered any certificates evidencing
    shares of Company Stock pursuant to the Plan unless and until the Company is advised by its counsel that the issuance and
    delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements
    of any securities exchange or securities market on which shares of Company Stock are traded. The Administrator may require,
    as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof,
    that the recipient of such shares make such agreements and representations, and that such certificates bear such legends,
    as the Administrator in its sole discretion, deems necessary or desirable.


 


	 	(b)	The
    transfer of any shares of Company Stock hereunder shall be effective only at such time as counsel to the Company shall have
    determined that the issuance and delivery of such shares is in compliance with all applicable laws, regulations of governmental
    authority and the requirements of any securities exchange or securities market on which shares of Company Stock are traded.
    The Administrator may, in its sole discretion, defer the effectiveness of any transfer of shares of Company Stock hereunder
    in order to allow the issuance of such shares to be made pursuant to registration or an exemption from registration or other
    methods for compliance available under federal or state securities laws. The Administrator shall inform the Participant in
    writing of its decision to defer the effectiveness of a transfer. During the period of such deferral in connection with the
    exercise of an Award, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid
    with respect thereto.


 




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12.
Withholding Taxes.


 


	 	(a)	Whenever
    cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount sufficient to satisfy
    any federal, state and local withholding tax requirements related thereto.


 


	 	(b)	Whenever
    shares of Company Stock are to be delivered pursuant to an Award, the Company shall have the right to require the Participant
    to remit to the Company in cash an amount sufficient to satisfy any federal, state and local (including jurisdictions outside
    the United States) withholding tax requirements related thereto. With the approval of the Administrator a Participant may
    satisfy the foregoing requirement by electing to have the Company withhold from delivery shares of Company Stock having a
    value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on
    the date of which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash. Such
    a withholding election may be made with respect to all or any portion of the shares to be delivered pursuant to an Award.


 


13.
Non-Competition and Confidentiality.


 


The
Administrator may specify in an Award Agreement that the Participant’s rights, payments and benefits with respect to an
Award shall be conditioned upon the Participant making a representation regarding compliance with non-competition, confidentiality
or other restrictive covenants that may apply to the Participant and providing that the Participant’s rights, payments and
benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment on account of a breach
of such representations.


  


14.
Notification of Election Under Section 83(b) of the Code.


 


If
any Participant shall, in connection with the acquisition of shares of Company Stock under the Plan, make the election permitted
under Section 83(b) of the Code, such Participant shall notify the Company of such election within 10 days of filing notice
of the election with the Internal Revenue Service.


 


15.
Amendment or Termination of the Plan. 


 


The
Administrator may, at any time, suspend or terminate the Plan or revise or amend it in any respect whatsoever; provided, however,
that the requisite stockholder approval shall be required if and to the extent the Administrator determines that such approval
is appropriate or necessary for purposes of satisfying Section 162(m) or Section 422 of the Code, Rule 16b-3 or other applicable
laws, rules or regulations. Awards may be granted under the Plan prior to the receipt of such stockholder approval of the Plan
but each such grant shall be subject in its entirety to such approval and no Award may be exercised, vested or otherwise satisfied
prior to the receipt of such approval. No amendment or termination of the Plan may, without the consent of a Participant, adversely
affect the Participant’s rights under any outstanding Award.


 


16.
Transferability; Nonassignability.


 


	 	(a)	Awards
    under the Plan shall not be assignable or transferable by the Participant, except by will or by the laws of descent and distribution,
    and shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge. Notwithstanding the foregoing,
    the Administrator may provide in an Award Agreement that the Participant shall have the right to designate a Beneficiary or
    Beneficiaries who shall be entitled to any rights, payments or other benefits specified under an Award following the Participant’s
    death. During the lifetime of a Participant, an Award shall be exercised only by such Participant or such Participant’s
    guardian or legal representative. In the event of a Participant’s death, an Award may, to the extent permitted by the
    Award Agreement, be exercised by the Participant’s Beneficiary as designated by the Participant in the manner prescribed
    by the Administrator or, in the absence of an authorized Beneficiary designation, by the legatee of such Award under the Participant’s
    will or by the Participant’s estate in accordance with the Participant’s will or the laws of descent and distribution,
    in each case in the same manner and to the same extent that such Award was exercisable by the Participant on the date of the
    Participant’s death.


 


	 	(b)	Notwithstanding
    anything else in this Section 16 to the contrary, the Administrator may in its discretion provide in an Award Agreement
    that an Award in the form of a Nonstatutory Stock Option, share-settled Stock Appreciation Right, Restricted Stock, or share-settled
    Other Stock-Based Award may be transferred, on such terms and conditions as the Administrator deems appropriate, either (i)
    by will or by the laws of descent and distribution; (ii) by instrument to a Beneficiary; (ii) by instrument to an inter
    vivos or testamentary trust (or other entity) in which the Award is to be passed to the Participant’s designated
    beneficiaries; or (iii) with the prior written approval of the Company, by gift, in a form acceptable to the Company.
    Any transferee of the Participant’s rights shall succeed and be subject to all of the terms of the applicable Award
    Agreement and the Plan. 


 






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17.
Effective Date and Term of Plan.


 


The
Plan came into existence on the date that the Plan was adopted by the Board of Directors. However, no Award may be granted under
the Plan prior to the IPO Date. In addition, the Plan shall be subject to the requisite approval of the stockholders of the Company.
Unless earlier terminated by the Board of Directors, the right to grant Awards under the Plan shall terminate on the close of
business on , 2028. Awards outstanding at Plan termination shall remain in effect according to their terms and the provisions
of the Plan.


  


18.
Applicable Law.


 


Except
to the extent preempted by any applicable federal law, the Plan shall be construed and administered in accordance with the laws
of the State of Delaware, without reference to its principles of conflicts of law.


 


19.
Participant Rights.


 


	 	(a)	No
    Participant shall have any claim to be granted any award under the Plan, and there is no obligation for uniformity of treatment
    for Participants. Except as provided specifically herein, a Participant or a transferee of an Award shall have no rights as
    a stockholder with respect to any shares covered by any award until the date of the issuance of the Award to him or her for
    such shares (which may be certificated or uncertificated as stated herein).


 


	 	(b)	Determinations
    by the Administrator under the Plan relating to the form, amount and terms and conditions of grants and Awards need not be
    uniform, and may be made selectively among persons who receive or are eligible to receive grants and awards under the Plan,
    whether or not such persons are similarly situated.


 


20.
Unfunded Status of Awards.


 


The
Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments
not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Agreement shall give any such Participant
any rights that are greater than those of a general creditor of the Company.


 


21.
No Fractional Shares.


 


No
fractional shares of Company Stock shall be issued or delivered pursuant to the Plan. The Administrator shall determine whether
cash, other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares
or any rights thereto shall be forfeited or otherwise eliminated.


 


22.
Interpretation.


 


The
Plan is designed and intended, to the extent applicable, to comply with Section 162(m) of the Code, and to provide for grants
and other transactions which are exempt under Rule 16b-3, and all provisions hereof shall be construed in a manner to so comply.
Awards under the Plan are intended to comply with Code Section 409A to the extent subject thereto and the Plan and all Awards
shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective
Date of the Plan. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes
an item of deferred compensation under Code Section 409A and becomes payable by reason of a Participant’s termination
of employment or service with the Company will be made to such Participant until such Participant’s termination of employment
or service constitutes a “separation from service” (as defined in Code Section 409A). For purposes of this Plan,
each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Code Section 409A.
If a Participant is a “specified employee” (as defined in Code Section 409A), then to the extent necessary to
avoid the imposition of taxes under Code Section 409A, such Participant shall not be entitled to any payments upon a termination
of his or her employment or service until the earlier of: (i) the expiration of the six (6)-month period measured from the
date of such Participant’s “separation from service” or (ii) the date of such Participant’s death.
Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant
to this Section 22 (whether they would have otherwise been payable in a single lump sum or in installments in the absence
of such deferral) shall be paid to such Participant in a lump sum as soon as practicable, but in no event later than sixty (60) calendar
days following such expired period, and any remaining payments due under this Plan will be paid in accordance with the normal
payment dates specified for them herein.


 


 


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