Exhibit 4.12


 


Execution Copy


 


ASTROTECH CORPORATION


 


2011 STOCK INCENTIVE PLAN


 


(As Effective April 20, 2011)


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	 	 	Page
	 	 	 	 	 
	Section
    1. GENERAL PROVISIONS RELATING TO PLAN GOVERNANCE, COVERAGE AND BENEFITS	1
	 	1.1	Background
    and Purpose	1
	 	1.2	Definitions	1
	 	 	(a)	Authorized
    Officer	1
	 	 	(b)	Board	1
	 	 	(c)	Cause	1
	 	 	(d)	CEO	2
	 	 	(e)	Change
    in Control	2
	 	 	(f)	Code	2
	 	 	(g)	Committee	2
	 	 	(h)	Common
    Stock	3
	 	 	(i)	Company	3
	 	 	(j)	Consultant	3
	 	 	(k)	Covered
    Employee	3
	 	 	(l)	Disability	3
	 	 	(m)	Employee	3
	 	 	(n)	Employment	3
	 	 	(o)	Exchange
    Act	4
	 	 	(p)	Fair
    Market Value	4
	 	 	(q)	Grantee	4
	 	 	(r)	Immediate
    Family	4
	 	 	(s)	Incentive
    Agreement	5
	 	 	(t)	Incentive
    Award	5
	 	 	(u)	Incentive
    Stock Option or ISO	5
	 	 	(v)	Insider	5
	 	 	(w)	Nonstatutory
    Stock Option	5
	 	 	(x)	Option
    Price	5
	 	 	(y)	Other
    Stock-Based Award	5
	 	 	(z)	Outside
    Director	5
	 	 	(aa)	Parent	5
	 	 	(bb)	Performance-Based
    Award	5
	 	 	(cc)	Performance-Based
    Exception	5
	 	 	(dd)	Performance
    Criteria	5
	 	 	(ee)	Performance
    Period	6
	 	 	(ff)	Plan	6
	 	 	(gg)	Plan
    Year	6
	 	 	(hh)	Publicly
    Held Corporation	6
	 	 	(ii)	Restricted
    Stock	6
	 	 	(jj)	Restricted
    Stock Award	6
	 	 	(kk)	Restricted
    Stock Unit	6
	 	 	(ll)	Restriction
    Period	6


 




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	 	 	(mm)	Retirement	6
	 	 	(nn)	Share	6
	 	 	(oo)	Share
    Pool	6
	 	 	(pp)	Spread	6
	 	 	(qq)	Stock
    Appreciation Right or SAR	6
	 	 	(rr)	Stock
    Option or Option	7
	 	 	(ss)	Subsidiary	7
	 	 	(tt)	Supplemental
    Payment	7
	 	1.3	Plan
    Administration	7
	 	 	(a)	Authority
    of the Committee	7
	 	 	(b)	Meetings	7
	 	 	(c)	Decisions
    Binding	7
	 	 	(d)	Modification
    of Outstanding Incentive Awards	8
	 	 	(e)	Delegation
    of Authority	8
	 	 	(f)	Expenses
    of Committee	8
	 	 	(g)	Surrender
    of Previous Incentive Awards	8
	 	 	(h)	Indemnification	9
	 	1.4	Shares
    of Common Stock Available for Incentive Awards	9
	 	1.5	Share
    Pool Adjustments for Awards and Payouts	10
	 	1.6	Common
    Stock Available	11
	 	1.7	Participation	11
	 	 	(a)	Eligibility	11
	 	 	(b)	Incentive
    Stock Option Eligibility	11
	 	1.8	Types
    of Incentive Awards	11
	 	 	 	 	 
	Section
    2. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS	12
	 	2.1	Grant
    of Stock Options	12
	 	2.2	Stock
    Option Terms	12
	 	 	(a)	Written
    Agreement	12
	 	 	(b)	Number
    of Shares	12
	 	 	(c)	Exercise
    Price	12
	 	 	(d)	Term	12
	 	 	(e)	Exercise	12
	 	 	(f)	$100,000
    Annual Limit on Incentive Stock Options	13
	 	2.3	Stock
    Option Exercises	13
	 	 	(a)	Method
    of Exercise and Payment	13
	 	 	(b)	Restrictions
    on Share Transferability	14
	 	 	(c)	Notification
    of Disqualifying Disposition of Shares from Incentive Stock Options	14
	 	 	(d)	Proceeds
    of Option Exercise	15
	 	2.4	Supplemental
    Payment on Exercise of Nonstatutory Stock Options	15
	 	2.5	Stock
    Appreciation Rights	15
	 	 	(a)	Grant	15
	 	 	(b)	General
    Provisions	15
	 	 	(c)	Exercise	15
	 	 	(d)	Settlement	15


 




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	Section
    3. RESTRICTED STOCK	16
	 	3.1	Award
    of Restricted Stock	16
	 	 	(a)	Grant	16
	 	 	(b)	Immediate
    Transfer Without Immediate Delivery of Restricted Stock	16
	 	3.2	Restrictions	17
	 	 	(a)	Forfeiture
    of Restricted Stock	17
	 	 	(b)	Issuance
    of Certificates	17
	 	 	(c)	Removal
    of Restrictions	17
	 	3.3	Delivery
    of Shares of Common Stock	18
	 	3.4	Supplemental
    Payment on Vesting of Restricted Stock	18
	 	 	 	 	 
	Section
    4. other stock-based awards	18
	 	4.1	Grant
    of Other Stock-Based Awards	18
	 	4.2	Other
    Stock-Based Award Terms	19
	 	 	(a)	Written
    Agreement	19
	 	 	(b)	Purchase
    Price	19
	 	 	(c)	Performance
    Criteria and Other Terms	19
	 	4.3	Supplemental
    Payment on Other Stock-Based Awards	19
	 	 	 	 	 
	Section
    5. Performance-based awards and performance criteria	19
	 	 
	Section
    6. PROVISIONS RELATING TO PLAN PARTICIPATION	21
	 	6.1	Incentive
    Agreement	21
	 	6.2	No
    Right to Employment	22
	 	6.3	Securities
    Requirements	22
	 	6.4	Transferability	23
	 	6.5	Rights
    as a Shareholder	23
	 	 	(a)	No
    Shareholder Rights	23
	 	 	(b)	Representation
    of Ownership	24
	 	6.6	Change
    in Stock and Adjustments	24
	 	 	(a)	Changes
    in Law or Circumstances	24
	 	 	(b)	Exercise
    of Corporate Powers	24
	 	 	(c)	Recapitalization
    of the Company	24
	 	 	(d)	Issue
    of Common Stock by the Company	25
	 	 	(e)	Assumption
    under the Plan of Outstanding Stock Options	25
	 	 	(f)	Assumption
    of Incentive Awards by a Successor	25
	 	6.7	Termination
    of Employment, Death, Disability and Retirement	27
	 	 	(a)	Termination
    of Employment	27
	 	 	(b)	Termination
    of Employment for Cause	27
	 	 	(c)	Retirement	27
	 	 	(d)	Disability
    or Death	27
	 	 	(e)	Continuation	28
	 	6.8	Change
    in Control	28
	 	6.9	Exchange
    of Incentive Awards	30
	 	 	 	 	 
	Section
    7. GENERAL	30


 




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	 	7.1	Effective
    Date and Grant Period	30
	 	7.2	Funding
    and Liability of Company	31
	 	7.3	Withholding
    Taxes	31
	 	 	(a)	Tax
    Withholding	31
	 	 	(b)	Share
    Withholding	31
	 	 	(c)	Incentive
    Stock Options	31
	 	7.4	No
    Guarantee of Tax Consequences	32
	 	7.5	Designation
    of Beneficiary by Participant	32
	 	7.6	Deferrals	32
	 	7.7	Amendment
    and Termination	32
	 	7.8	Requirements
    of Law	33
	 	 	(a)	Governmental
    Entities and Securities Exchanges	33
	 	 	(b)	Securities
    Act Rule 701	34
	 	7.9	Rule
    16b-3 Securities Law Compliance for Insiders	34
	 	7.10	Compliance
    with Code Section 162(m) for Publicly Held Corporation	34
	 	7.11	Compliance
    with Code Section 409A	35
	 	7.12	Notices	35
	 	 	(a)	Notice
    From Insiders to Secretary of Change in Beneficial Ownership	35
	 	 	(b)	Notice
    to Insiders and Securities and Exchange Commission	35
	 	7.13	Pre-Clearance
    Agreement with Brokers	35
	 	7.14	Successors
    to Company	35
	 	7.15	Miscellaneous
    Provisions	36
	 	7.16	Severability	36
	 	7.17	Gender,
    Tense and Headings	36
	 	7.18	Governing
    Law	36


 




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ASTROTECH CORPORATION

2011 STOCK INCENTIVE PLAN


 


Section
1.


 


GENERAL
PROVISIONS RELATING TO

PLAN GOVERNANCE, COVERAGE AND BENEFITS


 


1.1       Background
and Purpose


 


Astrotech Corporation.,
a Washington corporation (the “Company”), has adopted this plan document, entitled “Astrotech Corporation
2011 Stock Incentive Plan” (the “Plan”), effective as of April 20, 2011 (the “Effective Date”).


 


The purpose of the
Plan is to foster and promote the long-term financial success of the Company and to increase stockholder value by: (a) encouraging
the commitment of selected key Employees, Consultants and Outside Directors, (b) motivating superior performance of key Employees,
Consultants and Outside Directors by means of long-term performance related incentives, (c) encouraging and providing key
Employees, Consultants and Outside Directors with a program for obtaining ownership interests in the Company which link and align
their personal interests to those of the Company's stockholders, (d) attracting and retaining key Employees, Consultants and
Outside Directors by providing competitive compensation opportunities, and (e) enabling key Employees, Consultants and Outside
Directors to share in the long-term growth and success of the Company.


 


The Plan provides for
payment of various forms of compensation. It is not intended to be a plan that is subject to the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”). The Plan will be interpreted, construed and administered consistent with
its status as a plan that is not subject to ERISA.


 


The Plan will remain
in effect, subject to the right of the Board to amend or terminate the Plan at any time pursuant to Section 7.7, until
all Shares subject to the Plan have been purchased or acquired according to its provisions. However, in no event may an Incentive
Award be granted under the Plan after the expiration of ten (10) years from the Effective Date.




 


1.2       Definitions


 


The following terms shall have the meanings set forth below:


 


(a)        Authorized
Officer. The Chairman of the Board, the CEO or any other senior officer of
the Company to whom either of them delegate the authority to execute any Incentive Agreement for and on behalf of the Company.
No officer or director shall be an Authorized Officer with respect to any Incentive Agreement for himself.


 


(b)        Board.
The then-current Board of Directors of the Company.


 


(c)        Cause.
When used in connection with the termination of a Grantee's Employment, shall mean the termination of the Grantee's Employment
by the Company 


 




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or
any Subsidiary by reason of (i) the conviction of the Grantee by a court of competent jurisdiction as to which no further
appeal can be taken of a crime involving moral turpitude or a felony; (ii) the commission by the Grantee of a material act
of fraud upon the Company or any Subsidiary, or any customer or supplier thereof; (iii) the misappropriation of any funds
or property of the Company or any Subsidiary, or any customer or supplier thereof; (iv) the willful and continued failure
by the Grantee to perform the material duties assigned to him that is not cured to the reasonable satisfaction of the Company within
30 days after written notice of such failure is provided to Grantee by the Board or CEO (or by another officer of the Company or
a Subsidiary who has been designated by the Board or CEO for such purpose); (v) the engagement by the Grantee in any direct
and material conflict of interest with the Company or any Subsidiary without compliance with the Company's or Subsidiary's conflict
of interest policy, if any, then in effect; or (vi) the engagement by the Grantee, without the written approval of the Board
or CEO, in any material activity which competes with the business of the Company or any Subsidiary or which would result in a material
injury to the business, reputation or goodwill of the Company or any Subsidiary.


 


(d)        CEO.
The then-current Chief Executive Officer of the Company.


 


(e)        Change
in Control. Any of the events described in and subject to Section 6.8.


 


(f)         Code.
The Internal Revenue Code of 1986, as amended, and the regulations and other authority promulgated thereunder by the appropriate
governmental authority. References herein to any provision of the Code shall refer to any successor provision thereto.


 


(g)        Committee.
The committee appointed by the Board to administer the Plan. If the Company is a Publicly Held Corporation, the Plan shall be administered
by the Committee appointed by the Board consisting of not less than two directors who fulfill the “nonemployee director”
requirements of Rule 16b-3 under the Exchange Act and the “outside director” requirements of Code Section 162(m).
In either case, the Committee may be the Compensation Committee of the Board, or any subcommittee of the Compensation Committee,
provided that the members of the Committee satisfy the requirements of the previous provisions of this paragraph.


 


The Board
shall have the power to fill vacancies on the Committee arising by resignation, death, removal or otherwise. The Board, in its
sole discretion, may bifurcate the powers and duties of the Committee among one or more separate committees, or retain all powers
and duties of the Committee in a single Committee. The members of the Committee shall serve at the discretion of the Board.


 


Notwithstanding
the preceding paragraphs of this Section 1.2(g), the term “Committee” as used in the Plan with respect to any
Incentive Award for an Outside Director shall refer to the entire Board. In the case of an Incentive Award for an Outside Director,
the Board shall have all the powers and responsibilities of the Committee hereunder as to such Incentive Award, and any actions
as to such Incentive Award may


 




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be acted upon
only by the Board (unless it otherwise designates in its discretion). When the Board exercises its authority to act in the capacity
as the Committee hereunder with respect to an Incentive Award for an Outside Director, it shall so designate with respect to any
action that it undertakes in its capacity as the Committee.


 


(h)        Common
Stock. The common stock of the Company, no par value, and any class of common
stock into which such common shares may hereafter be converted, reclassified or recapitalized.


 


(i)         Company.
Astrotech Corporation, a corporation organized under the laws of the State of Washington, and any successor in interest thereto.


 


(j)         Consultant.
An independent agent, consultant, attorney, an individual who has agreed to become an Employee within the next six months, or
any other individual who is not an Outside Director or an Employee and who, in the opinion of the Committee, is (i) in a
position to contribute to the growth or financial success of the Company (or any Parent or Subsidiary), (ii) is a natural person
and (iii) provides bona fide services to the Company (or any
Parent or Subsidiary), which services are not in connection with the offer or sale of securities in a capital raising transaction,
and do not directly or indirectly promote or maintain a market for the Company's securities.


 


(k)        Covered
Employee. A named executive officer who is one of the group of covered employees,
as defined in Code Section 162(m) and Treasury Regulation Section 1.162-27(c) (or its successor), during any period that the
Company is a Publicly Held Corporation.


 


(l)         Disability.
As determined by the Committee in its discretion exercised in good faith, a physical or mental condition of the Grantee that would
entitle him to payment of disability income payments under the Company's long term disability insurance policy or plan for employees,
as then effective, if any; or in the event that the Grantee is not covered, for whatever reason, under the Company's long-term
disability insurance policy or plan, “Disability” means a permanent and total disability as defined in Code Section
22(e)(3). A determination of Disability may be made by a physician selected or approved by the Committee and, in this respect,
the Grantee shall submit to any reasonable examination(s) required in the opinion of such physician.


 


(m)       Employee.
Any employee of the Company (or any Parent or Subsidiary) within the meaning of Code Section 3401(c) including, without limitation,
officers who are members of the Board.


 


(n)        Employment.
Employment means that the individual is employed as an Employee, or engaged as a Consultant or Outside Director, by the Company
(or any Parent or Subsidiary), or by any corporation issuing or assuming an Incentive Award in any transaction described in Code
Section 424(a), or by a parent corporation or a subsidiary corporation of such corporation issuing or assuming such Incentive Award,
as the parent-subsidiary relationship shall be determined at the time of the corporate action described in Code Section 424(a).
In this regard, neither the transfer of a Grantee from 


 




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Employment
by the Company to Employment by any Parent or Subsidiary, nor the transfer of a Grantee from Employment by any Parent or Subsidiary
to Employment by the Company, shall be deemed to be a termination of Employment of the Grantee. Moreover, the Employment of a Grantee
shall not be deemed to have been terminated because of an approved leave of absence from active Employment on account of temporary
illness, authorized vacation or granted for reasons of professional advancement, education, or health, or during any period required
to be treated as a leave of absence by virtue of any applicable statute, Company personnel policy or written agreement.


 


The term
“Employment” for purposes of the Plan shall include (i) active performance of agreed services by a Consultant
for the Company (or any Parent or Subsidiary) or (ii) current membership on the Board by an Outside Director.


 


All determinations
hereunder regarding Employment, and termination of Employment, shall be made by the Committee in its discretion.


 


(o)        Exchange
Act. The Securities Exchange Act of 1934, as amended.


 


(p)        Fair
Market Value. If the Company is a Publicly Held Corporation, the Fair Market
Value of one Share on the date in question shall be (i) the closing sales price on such day for a Share as quoted on the National
Association of Securities Dealers Automated Quotation System (“NASDAQ”) or the national securities exchange on which
Shares are then principally listed or admitted to trading, or (ii) if not quoted on NASDAQ or other national securities exchange,
the average of the closing bid and asked prices for a Share as quoted by the National Quotation Bureau's “Pink Sheets”
or the National Association of Securities Dealers' OTC Bulletin Board System. If there was no public trade of Common Stock on the
date in question, Fair Market Value shall be determined by reference to the last preceding date on which such a trade was so reported.


 


If the Company
is not a Publicly Held Corporation at the time a determination of the Fair Market Value of the Common Stock is required to be made
hereunder, the determination of Fair Market Value for purposes of the Plan shall be made by the Committee in its discretion. In
this respect, the Committee may rely on such financial data, appraisals, valuations, experts, and other sources as, in its sole
and absolute discretion, it deems advisable under the circumstances. With respect to Stock Options, SARs, and other Incentive Awards
subject to Code Section 409A, such Fair Market Value shall be determined by the Committee consistent with the requirements of Section 409A
in order to satisfy the exception under Section 409A for stock rights.


 


(q)        Grantee.
Any Employee, Consultant or Outside Director who is granted an Incentive Award under the Plan.


 


(r)         Immediate
Family. With respect to a Grantee, the Grantee's child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
or sister-in-law, including adoptive relationships.


 




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(s)         Incentive
Agreement. The written agreement entered into between the Company and the
Grantee setting forth the terms and conditions pursuant to which an Incentive Award is granted under the Plan, as such agreement
is further defined in Section 6.1.


 


(t)         Incentive
Award. A grant of an award under the Plan to a Grantee, including any Nonstatutory
Stock Option, Incentive Stock Option (ISO), Stock Appreciation Right (SAR), Restricted Stock Award, Restricted Stock Unit or Other
Stock-Based Award, as well as any Supplemental Payment with respect thereto.


 


(u)        Incentive
Stock Option or ISO. A Stock Option granted by the Committee to an Employee
under Section 2 which is designated by the Committee as an Incentive Stock Option and intended to qualify as an Incentive
Stock Option under Code Section 422.


 


(v)        Insider.
If the Company is a Publicly Held Corporation, an individual who is, on the relevant date, an officer, director or ten percent
(10%) beneficial owner of any class of the Company's equity securities that is registered pursuant to Section 12 of the Exchange
Act, all as defined under Section 16 of the Exchange Act.


 


(w)       Nonstatutory
Stock Option. A Stock Option granted by the Committee to a Grantee under
Section 2 that is not designated by the Committee as an Incentive Stock Option.


 


(x)        Option
Price. The exercise price at which a Share may be purchased by the Grantee
of a Stock Option.


 


(y)        Other
Stock-Based Award. An award granted by the Committee to a Grantee under Section 4.1
that is valued in whole or in part by reference to, or is otherwise based upon, Common Stock.


 


(z)        Outside
Director. A member of the Board who is not, at the time of grant of an Incentive
Award, an employee of the Company or any Parent or Subsidiary.


 


(aa)      Parent.
Any corporation (whether now or hereafter existing) which constitutes a “parent” of the Company, as defined in Code
Section 424(e).


 


(bb)      Performance-Based
Award. A grant of an Incentive Award under the Plan pursuant to Section
5 that is intended to satisfy the Performance-Based Exception.


 


(cc)       Performance-Based
Exception. The performance-based exception from the tax deductibility limitations
of Code Section 162(m), as prescribed in Code Section 162(m) and Treasury Regulation Section 1.162-27(e) (or its successor),
which is applicable during such period that the Company is a Publicly Held Corporation.


 


(dd)      Performance
Criteria. The business criteria that are specified by the Committee pursuant
to Section 5 for an Incentive Award that is intended to qualify for the Performance-Based Exception; the satisfaction of
such business criteria during the 


 




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Performance
Period being required for the grant and/or vesting of the particular Incentive Award to occur, as specified in the particular Incentive
Agreement.


 


(ee)      Performance
Period. A period of time determined by the Committee over which performance
is measured for the purpose of determining a Grantee's right to, and the payment value of, any Incentive Award that is intended
to qualify for the Performance-Based Exception.


 


(ff)       Plan.
Astrotech Corporation 2011 Stock Incentive Plan, as effective on the Effective Date, which is set forth herein and as it may be
amended from time to time.


 


(gg)      Plan
Year. The calendar year.


 


(hh)     Publicly
Held Corporation. A corporation issuing any class of common equity securities
required to be registered under Section 12 of the Exchange Act.


 


(ii)       Restricted
Stock. Common Stock that is issued or transferred to a Grantee pursuant to
Section 3.


 


(jj)        Restricted
Stock Award. An authorization by the Committee to issue or transfer
Restricted Stock to a Grantee pursuant to Section 3.


 


(kk)      Restricted
Stock Unit. A unit granted to a Grantee pursuant to Section 4.1 which
entitles him to receive a Share or cash on the vesting date, as specified in the Incentive Agreement.


 


(ll)        Restriction
Period. The period of time determined by the Committee and set forth in the
Incentive Agreement during which the transfer of Restricted Stock by the Grantee is restricted.


 


(mm)    Retirement.
The voluntary termination of Employment from the Company or any Parent or Subsidiary constituting retirement for age on any date
after the Employee attains the normal retirement age of 65 years, or such other age as may be designated by the Committee in the
Employee's Incentive Agreement.


 


(nn)     Share.
A share of the Common Stock of the Company.


 


(oo)      Share
Pool. The number of shares authorized for issuance under Section 1.4,
as adjusted for (i) awards and payouts under Section 1.5 and (ii) changes and adjustments as described in
Section 6.6.


 


(pp)      Spread.
The difference between the exercise price per Share specified in a SAR grant and the Fair Market Value of a Share on the date of
exercise of the SAR.


 


(qq)      Stock
Appreciation Right or SAR. A Stock Appreciation Right as described in Section 2.5.


 




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(rr)       Stock
Option or Option. Pursuant to Section 2, (i) an Incentive
Stock Option granted to an Employee, or (ii) a Nonstatutory Stock Option granted to an Employee, Consultant or Outside Director,
whereunder such option the Grantee has the right to purchase Shares of Common Stock. In accordance with Code Section 422,
only an Employee may be granted an Incentive Stock Option.


 


(ss)       Subsidiary.
Any company (whether a corporation, partnership, joint venture or other form of entity) in which the Company or a corporation in
which the Company owns a majority of the shares of capital stock, directly or indirectly, owns a greater than 50% equity interest
except that, with respect to the issuance of Incentive Stock Options, the term “Subsidiary” shall have the same meaning
as the term “subsidiary corporation” as defined in Code Section 424(f) as required by Code Section 422.


 


(tt)        Supplemental
Payment. Any amount, as described in Sections 2.4, 3.4 and/or 4.3,
that is dedicated to payment of income taxes which are payable by the Grantee resulting from an Incentive Award.


 


1.3       Plan
Administration


 


(a)        Authority
of the Committee. Except as may be limited by law and subject to the provisions
herein, the Committee shall have the complete power and authority to (i) select Grantees who shall participate in the Plan;
(ii) determine the sizes, duration and types of Incentive Awards; (iii) determine the terms and conditions of Incentive
Awards and Incentive Agreements; (iv) determine whether any Shares subject to Incentive Awards will be subject to any restrictions
on transfer; (v) construe and interpret the Plan and any Incentive Agreement or other agreement entered into under the Plan;
and (vi) establish, amend, or waive rules for the Plan's administration. Further, the Committee shall make all other determinations
which may be necessary or advisable for the administration of the Plan.


 


(b)        Meetings.
The Committee shall designate a chairman from among its members who shall preside at its meetings, and shall designate a secretary,
without regard to whether that person is a member of the Committee, who shall keep the minutes of the proceedings and all records,
documents, and data pertaining to its administration of the Plan. Meetings shall be held at such times and places as shall be determined
by the Committee and the Committee may hold telephonic meetings. The Committee may take any action otherwise proper under the Plan
by the affirmative vote, taken with or without a meeting, of a majority of its members. The Committee may authorize any one or
more of its members or any officer of the Company to execute and deliver documents on behalf of the Committee.


 


(c)        Decisions
Binding. All determinations and decisions of the Committee shall be made
in its discretion pursuant to the provisions of the Plan, and shall be final, conclusive and binding on all persons including the
Company, its shareholders, Employees, Grantees, and their estates and beneficiaries. The Committee's decisions and determinations
with respect to any Incentive Award need not be uniform and may be 


 




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made
selectively among Incentive Awards and Grantees, whether or not such Incentive Awards are similar or such Grantees are similarly
situated.


 


(d)        Modification
of Outstanding Incentive Awards. Subject to the shareholder approval requirements
of Section 7.7 if applicable, the Committee may, in its discretion, provide for the extension of the exercisability of an
Incentive Award, accelerate the vesting or exercisability of an Incentive Award, eliminate or make less restrictive any restrictions
contained in an Incentive Award, waive any restriction or other provisions of an Incentive Award, or otherwise amend or modify
an Incentive Award in any manner that (i) is not adverse to the Grantee to whom such Incentive Award was granted, (ii) is consented
to by such Grantee, (iii) does not cause the Incentive Award to provide for the deferral of compensation in a manner that does
not comply with Code Section 409A or is not exempt from Section 409A (unless otherwise determined by the Committee), or (iv) does
not contravene the requirements of the Performance-Based Exception under Code Section 162(m), if applicable. With respect
to an Incentive Award that is an ISO, no adjustment thereto shall be made to the extent constituting a “modification”
within the meaning of Code Section 424(h)(3) unless otherwise agreed to by the Grantee in writing. Notwithstanding the above
provisions of this subsection, no amendment or modification of an Incentive Award shall be made to the extent such modification
results in any Stock Option with an exercise price less than 100% of the Fair Market Value per Share on the date of grant (110%
for Grantees of ISOs who are 10% or greater shareholders pursuant to Section 1.7(b)).


 


(e)        Delegation
of Authority. The Committee may delegate to designated officers or other
employees of the Company any of its duties and authority under the Plan pursuant to such conditions or limitations as the Committee
may establish from time to time, including, without limitation, the authority to recommend Grantees and the forms and terms of
their Incentive Awards; provided, however, the Committee may not delegate to any person the authority (i) to grant Incentive
Awards or (ii) if the Company is a Publicly Held Corporation, to take any action which would contravene the requirements of
Rule 16b-3 under the Exchange Act, the Performance-Based Exception under Code Section 162(m), or the Sarbanes-Oxley Act
of 2002.


 


(f)         Expenses
of Committee. The Committee may employ legal counsel, including, without
limitation, independent legal counsel and counsel regularly employed by the Company, and other agents as the Committee may deem
appropriate for the administration of the Plan. The Committee may rely upon any opinion or computation received from any such counsel
or agent. All expenses incurred by the Committee in interpreting and administering the Plan, including, without limitation, meeting
expenses and professional fees, shall be paid by the Company.


 


(g)        Surrender
of Previous Incentive Awards. The Committee may, in its discretion, grant
Incentive Awards to Grantees on the condition that such Grantees surrender to the Committee for cancellation such other Incentive
Awards (including, without limitation, Incentive Awards with higher exercise prices) as the Committee directs. Incentive Awards
granted on the condition precedent of surrender of outstanding Incentive Awards shall not count against the limits set forth in
Section 1.4 until such time 


 




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as
such previous Incentive Awards are surrendered and cancelled. No surrender of Incentive Awards shall be made under this Section
1.3(g) if such surrender causes any Incentive Award to provide for the deferral of compensation in a manner that is subject
to taxation under Code Section 409A (unless otherwise determined by the Committee).


 


(h)        Indemnification.
Each person who is or was a member of the Committee shall be indemnified by the Company against and from any damage, loss, liability,
cost and expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action,
suit, or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under
the Plan, except for any such act or omission constituting willful misconduct or gross negligence. Each such person shall be indemnified
by the Company for all amounts paid by him in settlement thereof, with the Company's approval, or paid by him in satisfaction of
any judgment in any such action, suit, or proceeding against him, provided he shall give the Company an opportunity, at its own
expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification
shall not be exclusive of any other rights of indemnification to which such persons may be entitled (i) under the Company's
Articles or Certificate of Incorporation or Bylaws, (ii) pursuant to any separate indemnification or hold harmless agreement
with the Company, (iii) as a matter of law, contract or otherwise, or (iv) any power that the Company may have to indemnify
them or hold them harmless.


 


1.4       Shares
of Common Stock Available for Incentive Awards


 


Subject to adjustment under Section 6.6, there shall
be available for Incentive Awards that are granted wholly or partly in Common Stock (including rights or Stock Options that may
be exercised for or settled in Common Stock) One Million and Seven Hundred and Fifty Thousand (1,750,000) Shares of Common Stock.
Pursuant to Section 1.5, the number of Shares that are the subject of Incentive Awards under this Plan, which are forfeited
or terminated, expire unexercised, are settled in cash in lieu of Common Stock or in a manner such that all or some of the Shares
covered by an Incentive Award are not issued to a Grantee or are exchanged for Incentive Awards that do not involve Common Stock,
shall again immediately become available for Incentive Awards hereunder. The aggregate number of Shares which may be issued upon
exercise of ISOs shall be Eight Hundred and Seventy-Five Thousand (875,000) of the Shares reserved pursuant to the first sentence
of this paragraph. For purposes of counting Shares against the ISO maximum number of reserved Shares, the net number of Shares
issued pursuant to the exercise of an ISO shall be counted. The Committee may from time to time adopt and observe such procedures
concerning the counting of Shares against the Plan maximum as it may deem appropriate.


 


During any period that the Company is a Publicly Held Corporation,
then unless the Committee determines that a particular Incentive Award granted to a Covered Employee is not intended to comply
with the Performance-Based Exception, the following rules shall apply to grants of Incentive Awards to Covered Employees:


 


(a)        Subject
to adjustment as provided in Section 6.6, the maximum aggregate number of Shares of Common Stock attributable to Incentive
Awards paid out in Shares


 




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that may be
granted (in the case of Stock Options and SARs) or that may vest (in the case of Restricted Stock, Restricted Stock Units or Other
Stock-Based Awards), as applicable, in any calendar year pursuant to any Incentive Award held by any individual Covered Employee
shall be Eight Hundred Thousand (800,000) Shares.


 


(b)        The
maximum aggregate cash payout (with respect to any Incentive Awards paid out in cash) in any calendar year which may be made to
any Covered Employee shall be Five Million dollars ($5,000,000).


 


(c)        With
respect to any Stock Option or SAR granted to a Covered Employee that is canceled or repriced, the number of Shares subject to
such Stock Option or SAR shall continue to count against the maximum number of Shares that may be the subject of Stock Options
or SARs granted to such Covered Employee hereunder and, in this regard, such maximum number shall be determined in accordance with
Code Section 162(m).


 


(d)        The
limitations of subsections (a), (b) and (c) above shall be construed and administered so as to comply with the Performance-Based
Exception.


 


1.5       Share
Pool Adjustments for Awards and Payouts


 


The following Incentive Awards shall reduce, on a one Share
for one Share basis, the number of Shares authorized for issuance under the Share Pool:


 


(a)        Stock
Option;


 


(b)        SAR;


 


(c)        Restricted
Stock Award; and


 


(d)        A
Restricted Stock Unit or Other Stock-Based Award in Shares.


 


The following transactions shall restore, on a one Share for
one Share basis, the number of Shares authorized for issuance under the Share Pool:


 


(e)        A
payout of a Restricted Stock Award, Restricted Stock Unit, SAR, or Other Stock-Based Award in the form of cash and not Shares (but
not the “cashless” exercise of a Stock Option with a broker, as provided in Section 2.3(a));


 


(f)         A
cancellation, termination, expiration, forfeiture, or lapse for any reason of any Shares subject to an Incentive Award; and


 


(g)        Payment
of an Option Price by withholding Shares which otherwise would be acquired on exercise (i.e., the Share Pool shall be increased
by the number of Shares withheld in payment of the Option Price).


 




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1.6       Common
Stock Available


 


The Common Stock available for issuance or transfer under the
Plan shall be made available from Shares now or hereafter (a) held in the treasury of the Company, (b) authorized but unissued
shares, or (c) Shares to be purchased or acquired by the Company. No fractional shares shall be issued under the Plan; payment
for fractional shares shall be made in cash.


 


1.7       Participation


 


(a)        Eligibility.
The Committee shall from time to time designate those Employees, Consultants and/or Outside Directors, if any, to be granted Incentive
Awards under the Plan, the type of Incentive Awards granted, the number of Shares, Stock Options, rights or units, as the case
may be, which shall be granted to each such person, and any other terms or conditions relating to the Incentive Awards as it may
deem appropriate to the extent consistent with the provisions of the Plan. A Grantee who has been granted an Incentive Award may,
if otherwise eligible, be granted additional Incentive Awards at any time. 


 


(b)        Incentive
Stock Option Eligibility. No Consultant or Outside Director shall be eligible
for the grant of any Incentive Stock Option. In addition, no Employee shall be eligible for the grant of any Incentive Stock Option
who owns or would own immediately before the grant of such Incentive Stock Option, directly or indirectly, stock possessing more
than ten percent (10%) of the total combined voting power of all classes of stock of the Company, or any Parent or Subsidiary.
This restriction does not apply if, at the time such Incentive Stock Option is granted, the Incentive Stock Option exercise price
is at least one hundred and ten percent (110%) of the Fair Market Value on the date of grant and the Incentive Stock Option by
its terms is not exercisable after the expiration of five (5) years from the date of grant. For the purpose of the immediately
preceding sentence, the attribution rules of Code Section 424(d) shall apply for the purpose of determining an Employee's percentage
ownership in the Company or any Parent or Subsidiary. This paragraph shall be construed consistent with the requirements of Code
Section 422.


 


1.8       Types
of Incentive Awards


 


The types of Incentive Awards under the Plan are Stock Options,
Stock Appreciation Rights and Supplemental Payments as described in Section 2, Restricted Stock Awards and Supplemental
Payments as described in Section 3, Restricted Stock Units and Other Stock-Based Awards and Supplemental Payments as described
in Section 4, or any combination of the foregoing.


 




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SECTION 2.


 


STOCK OPTIONS
AND STOCK APPRECIATION RIGHTS


 


2.1       Grant
of Stock Options


 


The Committee is authorized to grant (a) Nonstatutory Stock
Options to Employees, Consultants and/or Outside Directors and (b) Incentive Stock Options to Employees only, in accordance
with the terms and conditions of the Plan, and with such additional terms and conditions, not inconsistent with the Plan, as the
Committee shall determine in its discretion. Successive grants may be made to the same Grantee regardless whether any Stock Option
previously granted to such person remains unexercised.


 


2.2       Stock
Option Terms


 


(a)        Written
Agreement. Each grant of a Stock Option shall be evidenced by a written Incentive
Agreement. Among its other provisions, each Incentive Agreement shall set forth the extent to which the Grantee shall have the
right to exercise the Stock Option following termination of the Grantee's Employment. Such provisions shall be determined in the
discretion of the Committee, shall be included in the Grantee's Incentive Agreement, and need not be uniform among all Stock Options
issued pursuant to the Plan.


 


(b)        Number
of Shares. Each Stock Option shall specify the number of Shares of Common
Stock to which it pertains.


 


(c)        Exercise
Price. The exercise price per Share of Common Stock under each Stock Option
shall be (i) not less than 100% of the Fair Market Value per Share on the date the Stock Option is granted and (ii) specified in
the Incentive Agreement; provided, however, if the Grantee of an ISO is a 10% or greater shareholder pursuant to Section 1.7(b)),
the exercise price for the ISO shall not be less than 110% of the Fair Market Value on the date of grant. Each Stock Option shall
specify the method of exercise which shall be consistent with Section 2.3(a).


 


(d)        Term.
In the Incentive Agreement, the Committee shall fix the term of each Stock Option which shall not be more than (i) ten (10) years
from the date of grant, or (ii) five (5) years from the date of grant for an ISO granted to 10% or greater shareholder pursuant
to Section 1.7(b)). 


 


(e)        Exercise.
The Committee shall determine the time or times at which a Stock Option may be exercised, in whole or in part. Each Stock Option
may specify the required period of continuous Employment and/or the Performance Criteria to be achieved before the Stock Option
or portion thereof will become exercisable. Each Stock Option, the exercise of which, or the timing of the exercise of which, is
dependent, in whole or in part, on the achievement of designated Performance Criteria, may specify a minimum level of achievement
in respect of the specified Performance Criteria below which no Stock Options will be exercisable and a method for determining
the number of Stock Options that will be exercisable if performance is at or above such minimum but 


 




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short
of full achievement of the Performance Criteria. All such terms and conditions shall be set forth in the Incentive Agreement.


 


(f)         $100,000
Annual Limit on Incentive Stock Options. Notwithstanding any contrary provision
in the Plan, a Stock Option designated as an ISO shall be an ISO only to the extent that the aggregate Fair Market Value (determined
as of the time the ISO is granted) of the Shares of Common Stock with respect to which ISOs are exercisable for the first time
by the Grantee during any single calendar year (under the Plan and any other stock option plans of the Company and its Subsidiaries
or Parent) does not exceed $100,000. This limitation shall be applied by taking ISOs into account in the order in which they were
granted and shall be construed in accordance with Section 422(d) of the Code. To the extent that a Stock Option intended to
constitute an ISO exceeds the $100,000 limitation (or any other limitation under Code Section 422), the portion of the Stock Option
that exceeds the $100,000 limitation (or violates any other limitation under Code Section 422) shall be deemed a Nonstatutory Stock
Option. In such event, all other terms and provisions of such Stock Option grant shall remain unchanged. 


 


2.3       Stock
Option Exercises


 


(a)        Method
of Exercise and Payment. Stock Options shall be exercised by the delivery
of a signed written notice of exercise to the Company, which must be received as of a date set by the Company in advance of the
effective date of the proposed exercise. The notice shall set forth the number of Shares with respect to which the Option is to
be exercised, accompanied by full payment for the Shares.


 


The Option
Price upon exercise of any Stock Option shall be payable to the Company in full either: (i) in cash or its equivalent; or (ii)
subject to prior approval by the Committee in its discretion, by tendering previously acquired Shares having an aggregate Fair
Market Value at the time of exercise equal to the Option Price, (iii) subject to prior approval by the Committee in its discretion,
by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise
equal to the total Option Price; or (iv) subject to prior approval by the Committee in its discretion, by a combination of (i),
(ii), and (iii) above.


 


Any payment
in Shares shall be effected by the surrender of such Shares to the Company in good form for transfer and shall be valued at their
Fair Market Value on the date when the Stock Option is exercised. Unless otherwise permitted by the Committee in its discretion,
the Grantee shall not surrender, or attest to the ownership of, Shares in payment of the Option Price if such action would cause
the Company to recognize compensation expense (or additional compensation expense) with respect to the Stock Option for financial
accounting reporting purposes.


 


The Committee,
in its discretion, also may allow the Option Price to be paid with such other consideration as shall constitute lawful consideration
for the issuance of Shares (including, without limitation, effecting a “cashless exercise” with a broker of the Option),
subject to applicable securities law restrictions and tax withholdings, or by any


 




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other means
which the Committee determines to be consistent with the Plan's purpose and applicable law. At the direction of the Grantee, the
broker will either (i) sell all of the Shares received when the Option is exercised and pay the Grantee the proceeds of the sale
(minus the Option Price, withholding taxes and any fees due to the broker); or (ii) sell enough of the Shares received upon
exercise of the Option to cover the Option Price, withholding taxes and any fees due the broker and deliver to the Grantee (either
directly or through the Company) a stock certificate for the remaining Shares. Dispositions to a broker effecting a cashless exercise
are not exempt under Section 16 of the Exchange Act if the Company is a Publicly Held Corporation. Moreover, in no event will the
Committee allow the Option Price to be paid with a form of consideration, including a loan or a “cashless exercise,”
if such form of consideration would violate the Sarbanes-Oxley Act of 2002 as determined by the Committee.


 


As soon as
practicable after receipt of a written notification of exercise and full payment, the Company shall deliver, or cause to be delivered,
to or on behalf of the Grantee, in the name of the Grantee or other appropriate recipient, evidence of ownership for the number
of Shares purchased under the Stock Option.


 


Subject to
Section 6.4, during the lifetime of a Grantee, each Option granted to the Grantee shall be exercisable only by the Grantee
(or his legal guardian in the event of his Disability) or by a broker-dealer acting on his behalf pursuant to a cashless exercise
under the foregoing provisions of this Section 2.3(a).


 


(b)        Restrictions
on Share Transferability. The Committee may impose such restrictions on any
grant of Stock Options or on any Shares acquired pursuant to the exercise of a Stock Option as it may deem advisable, including,
without limitation, restrictions under (i) any shareholders' agreement, buy/sell agreement, right of first refusal, non-competition,
and any other agreement between the Company and any of its securities holders or employees; (ii) any applicable federal securities
laws; (iii) the requirements of any stock exchange or market upon which such Shares are then listed and/or traded; or (iv) any
blue sky or state securities law applicable to such Shares. Any certificate issued to evidence Shares issued upon the exercise
of an Incentive Award may bear such legends and statements as the Committee shall deem advisable to assure compliance with applicable
federal and state laws and regulations.


 


Any Grantee
or other person exercising an Incentive Award shall be required, if requested by the Committee, to give a written representation
that the Incentive Award and the Shares subject to the Incentive Award will be acquired for investment and not with a view to public
distribution; provided, however, that the Committee, in its discretion, may release any person receiving an Incentive Award from
any such representations either prior to or subsequent to the exercise of the Incentive Award.


 


(c)        Notification
of Disqualifying Disposition of Shares from Incentive Stock Options. Notwithstanding
any other provision of the Plan, a Grantee who disposes of Shares of Common Stock acquired upon the exercise of an Incentive Stock
Option by a sale or exchange either (i) within two (2) years after the date of the grant of the Incentive Stock Option under which
the Shares were acquired or (ii) within one (1) year after the 


 




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transfer
of such Shares to him pursuant to exercise, shall promptly notify the Company of such disposition, the amount realized and his
adjusted basis in such Shares.


 


(d)        Proceeds
of Option Exercise. The proceeds received by the Company from the sale of
Shares pursuant to Stock Options exercised under the Plan shall be used for general corporate purposes.


 


2.4       Supplemental
Payment on Exercise of Nonstatutory Stock Options


 


The Committee, either at the time of grant or exercise of any
Nonstatutory Stock Option, may provide in the Incentive Agreement for a Supplemental Payment by the Company to the Grantee with
respect to the exercise of any Nonstatutory Stock Option. The Supplemental Payment shall be in the amount specified by the Committee,
which amount shall not exceed the amount necessary to pay the federal and state income tax payable with respect to both the exercise
of the Nonstatutory Stock Option and the receipt of the Supplemental Payment, assuming the holder is taxed at either the maximum
effective income tax rate applicable thereto or at a lower tax rate as deemed appropriate by the Committee in its discretion. No
Supplemental Payments will be made with respect to any SARs or ISOs.


 


2.5       Stock
Appreciation Rights


 


(a)        Grant.
The Committee may grant Stock Appreciation Rights to any Employee, Consultant or Outside Director. Any SARs granted under the Plan
are intended to satisfy the requirements under Code Section 409A to the effect that such SARs do not provide for the deferral of
compensation that is subject to taxation under Code Section 409A.


 


(b)        General
Provisions. The terms and conditions of each SAR shall be evidenced by an
Incentive Agreement. The exercise price per Share shall not be less than one hundred percent (100%) of the Fair Market Value of
a Share on the grant date of the SAR. The term of the SAR shall be determined by the Committee but shall not be greater than ten
(10) years from the date of grant. The Committee cannot include any feature for the deferral of compensation other than the deferral
of recognition of income until exercise of the SAR.


 


(c)        Exercise.
SARs shall be exercisable subject to such terms and conditions as the Committee shall specify in the Incentive Agreement for the
SAR grant. No SAR granted to an Insider may be exercised prior to six (6) months from the date of grant, except in the event of
his death or Disability which occurs prior to the expiration of such six-month period if so permitted under the Incentive Agreement.


 


(d)        Settlement.
Upon exercise of the SAR, the Grantee shall receive an amount equal to the Spread. The Spread, less applicable withholdings, shall
be payable only in cash or in Shares, or a combination of both, as specified in the Incentive Agreement, within 30 calendar days
of the exercise date. In addition, the Incentive Agreement under which such SARs are awarded, or any other agreements or arrangements,
shall not provide that the Company will purchase any Shares delivered to the Grantee as a result of the exercise or vesting of
a SAR.


 




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SECTION 3.


 


RESTRICTED
STOCK


 


3.1       Award
of Restricted Stock


 


(a)        Grant.
With respect to a Grantee who is an Employee, Consultant or Outside Director, Shares of Restricted Stock, which may be designated
as a Performance-Based Award in the discretion of the Committee, may be awarded by the Committee with such restrictions during
the Restriction Period as the Committee shall designate in its discretion. Any such restrictions may differ with respect to a particular
Grantee. Restricted Stock shall be awarded for no additional consideration or such additional consideration as the Committee may
determine, which consideration may be less than, equal to or more than the Fair Market Value of the shares of Restricted Stock
on the grant date. The terms and conditions of each grant of Restricted Stock shall be evidenced by an Incentive Agreement and,
during the Restriction Period, such Shares of Restricted Stock must remain subject to a “substantial risk of forfeiture”
within the meaning given to such term under Code Section 83. Any Restricted Stock Award may, at the time of grant, be designated
by the Committee as a Performance-Based Award that is intended to qualify for the Performance-Based Exception.


 


(b)        Immediate
Transfer Without Immediate Delivery of Restricted Stock. Unless otherwise
specified in the Grantee's Incentive Agreement, each Restricted Stock Award shall constitute an immediate transfer of the record
and beneficial ownership of the Shares of Restricted Stock to the Grantee in consideration of the performance of services as an
Employee, Consultant or Outside Director, as applicable, entitling such Grantee to all voting and other ownership rights in such
Shares.


 


As specified
in the Incentive Agreement, a Restricted Stock Award may limit the Grantee's dividend rights during the Restriction Period in which
the shares of Restricted Stock are subject to a “substantial risk of forfeiture” (within the meaning given to such
term under Code Section 83) and restrictions on transfer. In the Incentive Agreement, the Committee may apply any restrictions
to the dividends that the Committee deems appropriate. Without limiting the generality of the preceding sentence, if the grant
or vesting of Shares of a Restricted Stock Award granted to a Covered Employee, is designed to comply with the requirements of
the Performance-Based Exception, the Committee may apply any restrictions it deems appropriate to the payment of dividends declared
with respect to such Shares of Restricted Stock, such that the dividends and/or the Shares of Restricted Stock maintain eligibility
for the Performance-Based Exception. In the event that any dividend constitutes a derivative security or an equity security pursuant
to the rules under Section 16 of the Exchange Act, if applicable, such dividend shall be subject to a vesting period equal to the
remaining vesting period of the Shares of Restricted Stock with respect to which the dividend is paid.


 


Shares awarded
pursuant to a grant of Restricted Stock, whether or not under a Performance-Based Award, may be issued in the name of the Grantee
and held, together with a stock power endorsed in blank, by the Committee or Company (or their delegates)


 




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or in trust
or in escrow pursuant to an agreement satisfactory to the Committee, as determined by the Committee, until such time as the restrictions
on transfer have expired. All such terms and conditions shall be set forth in the particular Grantee's Incentive Agreement. The
Company or Committee (or their delegates) shall issue to the Grantee a receipt evidencing the certificates held by it which are
registered in the name of the Grantee.


 


3.2       Restrictions


 


(a)        Forfeiture
of Restricted Stock. Restricted Stock awarded to a Grantee may be subject
to the following restrictions until the expiration of the Restriction Period: (i) a restriction that constitutes a “substantial
risk of forfeiture” (as defined in Code Section 83), and a restriction on transferability; (ii) unless otherwise specified
by the Committee in the Incentive Agreement, the Restricted Stock that is subject to restrictions which are not satisfied shall
be forfeited and all rights of the Grantee to such Shares shall terminate; and (iii) any other restrictions that the Committee
determines in advance are appropriate, including, without limitation, rights of repurchase or first refusal in the Company or provisions
subjecting the Restricted Stock to a continuing substantial risk of forfeiture in the hands of any transferee. Any such restrictions
shall be set forth in the particular Grantee's Incentive Agreement.


 


(b)        Issuance
of Certificates. Reasonably promptly after the date of grant with respect
to Shares of Restricted Stock, the Company shall cause to be issued a stock certificate, registered in the name of the Grantee
to whom such Shares of Restricted Stock were granted, evidencing such Shares; provided, however, that the Company shall not cause
to be issued such a stock certificate unless it has received a stock power duly endorsed in blank with respect to such Shares.
Each such stock certificate shall bear the following legend or any other legend approved by the Company:


 


The transferability of this
certificate and the shares of stock represented hereby are subject to the restrictions, terms and conditions (including forfeiture
and restrictions against transfer) contained in the Astrotech Corporation 2011 Stock Incentive Plan and an Incentive Agreement
entered into between the registered owner of such shares and Astrotech Corporation. A copy of the Plan and Incentive Agreement
are on file in the main corporate office of Astrotech Corporation.


 


Such legend shall not be removed from the certificate
evidencing such Shares of Restricted Stock unless and until such Shares vest pursuant to the terms of the Incentive Agreement.


 


(c)        Removal
of Restrictions. The Committee, in its discretion, shall have the authority
to remove any or all of the restrictions on the Restricted Stock if it determines that, by reason of a change in applicable law
or another change in circumstance arising after the grant date of the Restricted Stock, such action is necessary or appropriate.


 




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3.3       Delivery
of Shares of Common Stock


 


Subject to withholding taxes under Section 7.3 and to
the terms of the Incentive Agreement, a stock certificate evidencing the Shares of Restricted Stock with respect to which the restrictions
in the Incentive Agreement have been satisfied shall be delivered to the Grantee or other appropriate recipient free of restrictions.


 


3.4       Supplemental
Payment on Vesting of Restricted Stock


 


The Committee, either at the time of grant or vesting of Restricted
Stock, may provide for a Supplemental Payment by the Company to the holder in an amount specified by the Committee, which amount
shall not exceed the amount necessary to pay the federal and state income tax payable with respect to both the vesting of the Restricted
Stock and receipt of the Supplemental Payment, assuming the Grantee is taxed at either the maximum effective income tax rate applicable
thereto or at a lower tax rate as deemed appropriate by the Committee in its discretion.


 


SECTION 4.


 


OTHER STOCK-BASED
AWARDS


 


4.1       Grant
of Other Stock-Based Awards


 


Other Stock-Based Awards may be awarded by the Committee to
Grantees that are payable in Shares or in cash, as determined in the discretion of the Committee to be consistent with the goals
of the Company. Other types of Stock-Based Awards that are payable in Shares include, without limitation, purchase rights, Shares
awarded that are not subject to any restrictions or conditions, Shares awarded subject to the satisfaction of specified Performance
Criteria, convertible or exchangeable debentures, other rights convertible into Shares, Incentive Awards valued by reference to
the performance of a specified Subsidiary, division or department of the Company, and settlement in cancellation of rights of any
person with a vested interest in any other plan, fund, program or arrangement that is or was sponsored, maintained or participated
in by the Company (or any Parent or Subsidiary). As is the case with other types of Incentive Awards, Other Stock-Based Awards
may be awarded either alone or in addition to or in conjunction with any other Incentive Awards. Other Stock-Based Awards that
are payable in Shares are not intended to be deferred compensation subject to taxation under Code Section 409A, unless otherwise
determined by the Committee at the time of grant.


 


In addition to Other Stock-Based Awards that are payable in
Shares, the Committee may award Restricted Stock Units to a Grantee that are payable in Shares or cash, or in a combination thereof.
Restricted Stock Units are not intended to be deferred compensation that is subject to Code Section 409A. During the period beginning
on the date such Incentive Award is granted and ending on the payment date specified in the Incentive Agreement, the Grantee’s
right to payment under the Incentive Agreement must remain subject to a “substantial risk of forfeiture” within the
meaning of such term under Code Section 409A. In addition, payment to the Grantee under the Incentive Agreement shall be made within
two and one-half months (21⁄2) months


 




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following the end of the calendar year in which the substantial
risk of forfeiture lapses unless an earlier payment date is specified in the Incentive Agreement.


 


4.2       Other
Stock-Based Award Terms


 


(a)        Written
Agreement. The terms and conditions of each grant of an Other Stock-Based
Award shall be evidenced by an Incentive Agreement.


 


(b)        Purchase
Price. Except to the extent that an Other Stock-Based Award is granted in
substitution for an outstanding Incentive Award or is delivered upon exercise of a Stock Option, the amount of consideration required
to be received by the Company shall be either (i) no consideration other than services rendered (in the case of authorized and
unissued shares), or to be rendered, by the Grantee, or (ii) as otherwise specified in the Incentive Agreement.


 


(c)        Performance
Criteria and Other Terms. The Committee may specify Performance Criteria
for (i) vesting in Other Stock-Based Awards and (ii) payment thereof to the Grantee, as it may determine in its discretion. The
extent to which any such Performance Criteria have been met shall be determined and certified by the Committee in accordance with
the requirements to qualify for the Performance-Based Exception under Code Section 162(m). All terms and conditions of Other Stock-Based
Awards shall be determined by the Committee and set forth in the Incentive Agreement.


 


4.3       Supplemental
Payment on Other Stock-Based Awards


 


The Committee, either at the time of grant or vesting of an
Other Stock-Based Award, may provide for a Supplemental Payment by the Company to the holder in an amount specified by the Committee,
which amount shall not exceed the amount necessary to pay the federal and state income tax payable with respect to both the vesting
of the Other Stock-Based Award and receipt of the Supplemental Payment, assuming the Grantee is taxed at either the maximum effective
income tax rate applicable thereto or at a lower tax rate as deemed appropriate by the Committee in its discretion.


 


SECTION 5.


 


PERFORMANCE-BASED
AWARDS AND PERFORMANCE CRITERIA


 


As determined by the Committee at the time of grant, Performance-Based
Awards may be granted subject to performance objectives relating to one or more of the following within the meaning of Code Section
162(m) (the “Performance Criteria”) in order to qualify for the Performance-Based Exception:


 


(a)        profits
(including, but not limited to, profit growth, net operating profit or economic profit);


 


(b)        profit-related
return ratios;


 




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(c)        return
measures (including, but not limited to, return on assets, capital, equity, investment or sales);


 


(d)        cash
flow (including, but not limited to, operating cash flow, free cash flow or cash flow return on capital or investments);


 


(e)        earnings
(including but not limited to, total shareholder return, earnings per share or earnings before or after taxes);


 


(f)         net
sales growth;


 


(g)        net
earnings or income (before or after taxes, interest, depreciation and/or amortization);


 


(h)        gross,
operating or net profit margins;


 


(i)         productivity
ratios;


 


(j)         share
price (including, but not limited to, growth measures and total shareholder return);


 


(k)        turnover
of assets, capital, or inventory;


 


(l)         expense
targets;


 


(m)       margins;


 


(n)        measures
of health, safety or environment;


 


(o)        operating
efficiency;


 


(p)        customer
service or satisfaction;


 


(q)        market
share;


 


(r)         credit
quality;


 


(s)        debt
ratios (e.g., debt to equity and debt to total capital); and


 


(t)         working
capital targets.


 


Performance Criteria may be stated in absolute terms or relative
to comparison companies or indices to be achieved during a Performance Period. In the Incentive Agreement, the Committee shall
establish one or more Performance Criteria for each Incentive Award that is intended to qualify for the Performance-Based Exception
on its grant date.


 


In establishing the Performance Criteria for each applicable
Incentive Award, the Committee may provide that the effect of specified extraordinary or unusual events will be included or excluded
(including, but not limited to, items of gain, loss or expense determined to


 




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be extraordinary or unusual in nature or infrequent in occurrence,
or related to the disposal of a segment of business or a change in accounting principle, each as determined in accordance with
the standards under Opinion No. 30 of the Accounting Principles Board (APB Opinion 30) or any successor or other authoritative
financial accounting standards, as determined by the Committee). The terms of the stated Performance Criteria for each applicable
Incentive Award, whether for a Performance Period of one (1) year or multiple years, must preclude the Committee’s discretion
to increase the amount payable to any Grantee that would otherwise be due upon attainment of the Performance Criteria, but may
permit the Committee to reduce the amount otherwise payable to the Grantee in the Committee’s discretion.


 


The Performance Criteria specified in any Incentive Agreement
need not be applicable to all Incentive Awards, and may be particular to an individual Grantee’s function or business unit.
The Committee may establish the Performance Criteria of the Company (or any entity which is affiliated by common ownership with
the Company) as determined and designated by the Committee, in its discretion, in the Incentive Agreement.


 


Performance-Based Awards will be granted in the discretion of
the Committee and will be (a) sufficiently objective so that an independent person or entity having knowledge of the relevant facts
could determine the amount payable to Grantee, if applicable, and whether the pre-determined goals have been achieved with respect
to the Incentive Award, (b) established at a time when the performance outcome is substantially uncertain, (c) established in writing
no later than ninety (90) days after the commencement of the Performance Period to which they apply, and (d) based on operating
earnings, performance against peers, earnings criteria or such other criteria as provided in this Section 5.


 


SECTION 6.


 


PROVISIONS
RELATING TO PLAN PARTICIPATION


 


6.1       Incentive
Agreement


 


Each Grantee to whom an Incentive Award is granted shall be
required to enter into an Incentive Agreement with the Company, in such a form as is provided by the Committee. The Incentive Agreement
shall contain specific terms as determined by the Committee, in its discretion, with respect to the Grantee's particular Incentive
Award. Such terms need not be uniform among all Grantees or any similarly situated Grantees. The Incentive Agreement may include,
without limitation, vesting, forfeiture and other provisions particular to the particular Grantee's Incentive Award, as well as,
for example, provisions to the effect that the Grantee (a) shall not disclose any confidential information acquired during
Employment with the Company, (b) shall abide by all the terms and conditions of the Plan and such other terms and conditions as
may be imposed by the Committee, (c) shall not interfere with the employment or other service of any employee, (d) shall not compete
with the Company or become involved in a conflict of interest with the interests of the Company, (e) shall forfeit an Incentive
Award if terminated for Cause, (f) shall not be permitted to make an election under Code Section 83(b) when applicable, and (g)
shall be subject to any other agreement between the Grantee and the Company regarding Shares that may be acquired under an Incentive
Award including, without limitation, a shareholders' agreement, buy-sell agreement, or other agreement restricting the


 




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transferability of Shares by Grantee. An Incentive Agreement
shall include such terms and conditions as are determined by the Committee, in its discretion, to be appropriate with respect to
any individual Grantee. The Incentive Agreement shall be signed by the Grantee to whom the Incentive Award is made and by an Authorized
Officer.


 


6.2       No
Right to Employment


 


Nothing in the Plan or any instrument executed pursuant to the
Plan shall create any Employment rights (including without limitation, rights to continued Employment) in any Grantee or affect
the right of the Company to terminate the Employment of any Grantee at any time without regard to the existence of the Plan.


 


6.3       Securities
Requirements


 


The Company shall be under no obligation to effect the registration
of any Shares to be issued hereunder pursuant to the Securities Act of 1933 or to effect similar compliance under any state securities
laws. Notwithstanding anything herein to the contrary, the Company shall not be obligated to cause to be issued or delivered any
certificates evidencing Shares 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 authorities, and the requirements
of any securities exchange on which Shares are traded. The Committee may require, as a condition of the issuance and delivery of
certificates evidencing Shares pursuant to the terms hereof, that the recipient of such Shares make such covenants, agreements
and representations, and that such certificates bear such legends, as the Committee, in its discretion, deems necessary or desirable.


 


The Committee may, in its discretion, defer the effectiveness
of any exercise of an Incentive Award in order to allow the issuance of 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 Committee shall inform
the Grantee in writing of its decision to defer the effectiveness of the exercise of an Incentive Award. During the period that
the effectiveness of the exercise of an Incentive Award has been deferred, the Grantee may, by written notice to the Committee,
withdraw such exercise and obtain the refund of any amount paid with respect thereto.


 


If the Shares issuable on exercise of an Incentive Award are
not registered under the Securities Act of 1933, the Company may imprint on the certificate for such Shares the following legend
or any other legend which counsel for the Company considers necessary or advisable to comply with the Securities Act of 1933:


 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR THE SECURITIES LAWS
OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS OR PURSUANT TO ANY APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS


 




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OF SUCH ACT AND SUCH LAWS OR
PURSUANT TO A WRITTEN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


6.4       Transferability


 


Incentive Awards granted under the Plan shall not be transferable
or assignable other than: (a) by will or the laws of descent and distribution or (b) pursuant to a qualified domestic relations
order (as defined under Code Section 414(p)); provided, however, only with respect to Incentive Awards consisting of Nonstatutory
Stock Options, the Committee may, in its discretion, authorize all or a portion of the Nonstatutory Stock Options to be granted
on terms which permit transfer by the Grantee to (i) the members of the Grantee's Immediate Family, (ii) a trust or trusts for
the exclusive benefit of Immediate Family members, (iii) a partnership in which such Immediate Family members are the only partners,
or (iv) any other entity owned solely by Immediate Family members; provided that (A) there may be no consideration for any such
transfer, (B) the Incentive Agreement pursuant to which such Nonstatutory Stock Options are granted must be approved by the Committee,
and must expressly provide for transferability in a manner consistent with this Section 6.4, (C) subsequent transfers of
transferred Nonstatutory Stock Options shall be prohibited except in accordance with clauses (a) and (b) (above) of this sentence,
and (D) there may be no transfer of any Incentive Award in a listed transaction as described in IRS Notice 2003-47. Following any
permitted transfer, the Nonstatutory Stock Option shall continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that the term “Grantee” shall be deemed to refer to the transferee. The events
of termination of employment, as set out in Section 6.7 and in the Incentive Agreement, shall continue to be applied with
respect to the original Grantee, and the Incentive Award shall be exercisable by the transferee only to the extent, and for the
periods, specified in the Incentive Agreement.


 


Except as may otherwise be permitted under the Code, in the
event of a permitted transfer of a Nonstatutory Stock Option hereunder, the original Grantee shall remain subject to withholding
taxes upon exercise. In addition, the Company and the Committee shall have no obligation to provide any notices to any Grantee
or transferee thereof, including, for example, notice of the expiration of an Incentive Award following the original Grantee's
termination of employment.


 


The designation by a Grantee of a beneficiary of an Incentive
Award shall not constitute transfer of the Incentive Award. No transfer by will or by the laws of descent and distribution shall
be effective to bind the Company unless the Committee has been furnished with a copy of the deceased Grantee's enforceable will
or such other evidence as the Committee deems necessary to establish the validity of the transfer. Any attempted transfer in violation
of this Section 6.4 shall be void and ineffective. All determinations under this Section 6.4 shall be made by the
Committee in its discretion.


 


6.5       Rights
as a Shareholder


 


(a)        No
Shareholder Rights. Except as otherwise provided in Section 3.1(b)
for grants of Restricted Stock, a Grantee of an Incentive Award (or a permitted transferee


 




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of
such Grantee) shall have no rights as a shareholder with respect to any Shares of Common Stock until the issuance of a stock certificate
or other record of ownership for such Shares.


 


(b)        Representation
of Ownership. In the case of the exercise of an Incentive Award by a person
or estate acquiring the right to exercise such Incentive Award by reason of the death or Disability of a Grantee, the Committee
may require reasonable evidence as to the ownership of such Incentive Award or the authority of such person. The Committee may
also require such consents and releases of taxing authorities as it deems advisable.


 


6.6       Change
in Stock and Adjustments


 


(a)        Changes
in Law or Circumstances. Subject to Section 6.8 (which only applies
in the event of a Change in Control), in the event of any change in applicable law or any change in circumstances which results
in or would result in any dilution of the rights granted under the Plan, or which otherwise warrants an equitable adjustment because
it interferes with the intended operation of the Plan, then, if the Board or Committee should so determine, in its absolute discretion,
that such change equitably requires an adjustment in the number or kind of shares of stock or other securities or property theretofore
subject, or which may become subject, to issuance or transfer under the Plan or in the terms and conditions of outstanding Incentive
Awards, such adjustment shall be made in accordance with such determination. Such adjustments may include changes with respect
to (i) the aggregate number of Shares that may be issued under the Plan, (ii) the number of Shares subject to Incentive Awards,
and (iii) the Option Price or other price per Share for outstanding Incentive Awards, but shall not result in the grant of any
Stock Option with an exercise price less than 100% of the Fair Market Value per Share on the date of grant. The Board or Committee
shall give notice to each applicable Grantee of such adjustment which shall be effective and binding.


 


(b)        Exercise
of Corporate Powers. The existence of the Plan or outstanding Incentive Awards
hereunder shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments,
recapitalization, reorganization or other changes in the Company's capital structure or its business or any merger or consolidation
of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Common Stock
or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets
or business, or any other corporate act or proceeding whether of a similar character or otherwise.


 


(c)        Recapitalization
of the Company. Subject to Section 6.8 (which only applies in the
event of a Change in Control), if while there are Incentive Awards outstanding, the Company shall effect any subdivision or consolidation
of Shares of Common Stock or other capital readjustment, the payment of a stock dividend, stock split, combination of Shares, recapitalization
or other increase or reduction in the number of Shares outstanding, without receiving compensation therefor in money, services
or property, then the number of Shares available under the Plan and the number of Incentive 


 




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Awards
which may thereafter be exercised shall (i) in the event of an increase in the number of Shares outstanding, be proportionately
increased and the Option Price or Fair Market Value of the Incentive Awards awarded shall be proportionately reduced; and (ii) in
the event of a reduction in the number of Shares outstanding, be proportionately reduced, and the Option Price or Fair Market Value
of the Incentive Awards awarded shall be proportionately increased. The Board or Committee shall take such action and whatever
other action it deems appropriate, in its discretion, so that the value of each outstanding Incentive Award to the Grantee shall
not be adversely affected by a corporate event described in this Section 6.6(c).


 


(d)        Issue
of Common Stock by the Company. Except as hereinabove expressly provided
in this Section 6.6 and subject to Section 6.8 in the event of a Change in Control, the issue by the Company of shares
of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services,
either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon any conversion of shares or obligations
of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number of, or Option Price or Fair Market Value of, any Incentive Awards then outstanding under previously
granted Incentive Awards; provided, however, in such event, outstanding Shares of Restricted Stock shall be treated the same as
outstanding unrestricted Shares of Common Stock.


 


(e)        Assumption
under the Plan of Outstanding Stock Options. Notwithstanding any other provision
of the Plan, the Board or Committee, in its discretion, may authorize the assumption and continuation under the Plan of outstanding
and unexercised stock options or other types of stock-based incentive awards that were granted under a stock option plan (or other
type of stock incentive plan or agreement) that is or was maintained by a corporation or other entity that was merged into, consolidated
with, or whose stock or assets were acquired by, the Company as the surviving corporation. Any such action shall be upon such terms
and conditions as the Board or Committee, in its discretion, may deem appropriate, including provisions to preserve the holder's
rights under the previously granted and unexercised stock option or other stock-based incentive award; such as, for example, retaining
an existing exercise price under an outstanding stock option. Any such assumption and continuation of any such previously granted
and unexercised incentive award shall be treated as an outstanding Incentive Award under the Plan and shall thus count against
the number of Shares reserved for issuance pursuant to Section 1.4. In addition, any Shares issued by the Company through
the assumption or substitution of outstanding grants from an acquired company shall reduce the Shares available for grants under
Section 1.4.


 


(f)         Assumption
of Incentive Awards by a Successor. Subject to the accelerated vesting and
other provisions of Section 6.8 that apply in the event of a Change in Control, in the event of a Corporate Event (defined
below), each Grantee shall be entitled to receive, in lieu of the number of Shares subject to Incentive Awards, such shares of
capital stock or other securities or property as may be issuable or payable with respect to or in exchange for the number of Shares
which Grantee would have received had he exercised the Incentive Award immediately prior to such Corporate Event, 


 




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together
with any adjustments (including, without limitation, adjustments to the Option Price and the number of Shares issuable on exercise
of outstanding Stock Options). For this purpose, Shares of Restricted Stock shall be treated the same as unrestricted outstanding
Shares of Common Stock. A “Corporate Event” means any of the following: (i) a dissolution or liquidation of the Company,
(ii) a sale of all or substantially all of the Company's assets, or (iii) a merger, consolidation or combination involving the
Company (other than a merger, consolidation or combination (A) in which the Company is the continuing or surviving corporation
and (B) which does not result in the outstanding Shares being converted into or exchanged for different securities, cash or other
property, or any combination thereof). The Board or Committee shall take whatever other action it deems appropriate to preserve
the rights of Grantees holding outstanding Incentive Awards.


 


Notwithstanding
the previous paragraph of this Section 6.6(f), but subject to the accelerated vesting and other provisions of Section
6.8 that apply in the event of a Change in Control, in the event of a Corporate Event (described in the previous paragraph),
the Board or Committee, in its discretion, shall have the right and power to:


 


		(i)	cancel, effective immediately prior to the occurrence of
the Corporate Event, each outstanding Incentive Award (whether or not then exercisable) and, in full consideration of such cancellation,
pay to the Grantee an amount in cash equal to the excess of (A) the value, as determined by the Board or Committee, of the property
(including cash) received by the holders of Common Stock as a result of such Corporate Event over (B) the exercise price of such
Incentive Award, if any (for the avoidance of doubt, with respect to an Option, if the value of the amount in clause (A) is less
than the Option Price, the Option may be canceled for no consideration); provided, however, this subsection (i) shall be inapplicable
to an Incentive Award granted within six (6) months before the occurrence of the Corporate Event if the Grantee is an Insider
and such disposition is not exempt under Rule 16b-3 (or other rules preventing liability of the Insider under Section 16(b) of
the Exchange Act) and, in that event, the provisions hereof shall be applicable to such Incentive Award after the expiration of
six (6) months from the date of grant; or



 


		(ii)	provide for the exchange or substitution of each Incentive
Award outstanding immediately prior to such Corporate Event (whether or not then exercisable) for another award with respect to
the Common Stock or other property for which such Incentive Award is exchangeable and, incident thereto, make an equitable adjustment
as determined by the Board or Committee, in its discretion, in the Option Price or exercise price of the Incentive Award, if any,
or in the number of Shares or amount of property (including cash) subject to the Incentive Award; or



 




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		(iii)	provide for assumption of the Plan and such outstanding
Incentive Awards by the surviving entity or its parent.



 


The Board or Committee, in its discretion, shall have the authority
to take whatever action it deems to be necessary or appropriate to effectuate the provisions of this Section 6.6(f).


 


6.7       Termination
of Employment, Death, Disability and Retirement


 


(a)        Termination
of Employment. Unless otherwise expressly provided in the Grantee's Incentive
Agreement or the Plan, if the Grantee's Employment is terminated for any reason other than due to his death, Disability, Retirement
or for Cause, any non-vested portion of any Stock Option or other Incentive Award at the time of such termination shall automatically
expire and terminate and no further vesting shall occur after the termination date. In such event, except as otherwise expressly
provided in his Incentive Agreement, the Grantee shall be entitled to exercise his rights only with respect to the portion of the
Incentive Award that was vested as of his termination of Employment date for a period that shall end on the earlier of (i) the
expiration date set forth in the Incentive Agreement or (ii) ninety (90) days after the date of his termination of Employment.


 


(b)        Termination
of Employment for Cause. Unless otherwise expressly provided in the Grantee's
Incentive Agreement or the Plan, in the event of the termination of a Grantee's Employment for Cause, all vested and non-vested
Stock Options and other Incentive Awards granted to such Grantee shall immediately expire, and shall not be exercisable to any
extent, as of 12:01 a.m. (CST) on the date of such termination of Employment.


 


(c)        Retirement.
Unless otherwise expressly provided in the Grantee's Incentive Agreement or the Plan, upon the termination of Employment due to
the Grantee’s Retirement:


 


		(i)	any non-vested portion of any outstanding Option or other Incentive Award shall immediately terminate
and no further vesting shall occur; and



 


		(ii)	any vested Option or other Incentive Award shall expire on the earlier of (A) the expiration date
set forth in the Incentive Agreement for such Incentive Award; or (B) the expiration of (1) six (6) months after the date
of his termination of Employment due to Retirement in the case of any Incentive Award other than an Incentive Stock Option or (2)
three months after his termination date in the case of an Incentive Stock Option.



 


(d)        Disability
or Death. Unless otherwise expressly provided in the Grantee's Incentive
Agreement or the Plan, upon termination of Employment as a result of the Grantee's Disability or death:


 




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		(i)	any non-vested portion of any outstanding Option or other Incentive Award shall immediately terminate
upon termination of Employment and no further vesting shall occur; and



 


		(ii)	any vested Incentive Award shall expire on the earlier of either (A) the expiration date set
forth in the Incentive Agreement or (B) the one year anniversary date of the Grantee's termination of Employment date.



 


In the case
of any vested Incentive Stock Option held by an Employee following termination of Employment, notwithstanding the definition of
“Disability” in Section 1.2, whether the Employee has incurred a “Disability” for purposes of determining
the length of the Option exercise period following termination of Employment under this Section 6.7(d) shall be determined
by reference to Code Section 22(e)(3) to the extent required by Code Section 422(c)(6). The Committee shall determine whether a
Disability for purposes of this Section 6.7(d) has occurred.


 


(e)        Continuation.
Subject to the conditions and limitations of the Plan and applicable law and regulation in the event that a Grantee ceases to be
an Employee, Outside Director or Consultant, as applicable, for whatever reason, the Committee and Grantee may mutually agree with
respect to any outstanding Option or other Incentive Award then held by the Grantee (i) for an acceleration or other adjustment
in any vesting schedule applicable to the Incentive Award; (ii) for a continuation of the exercise period following termination
for a longer period than is otherwise provided under such Incentive Award; or (iii) to any other change in the terms and conditions
of the Incentive Award. In the event of any such change to an outstanding Incentive Award, a written amendment to the Grantee's
Incentive Agreement shall be required. No amendment to a Grantee’s Incentive Award shall be made to the extent compensation
payable pursuant thereto as a result of such amendment would be considered deferred compensation subject to taxation under Code
Section 409A, unless otherwise determined by the Committee.


 


6.8       Change
in Control


 


Notwithstanding any contrary provision in the Plan, in the event
of a Change in Control (as defined below), the following actions shall automatically occur as of the day immediately preceding
the Change in Control date unless expressly provided otherwise in the individual Grantee's Incentive Agreement:


 


(a)        all
of the Stock Options and Stock Appreciation Rights then outstanding shall become 100% vested and immediately and fully exercisable;


 


(b)        all
of the restrictions and conditions of any Restricted Stock Awards, Restricted Stock Units and any Other Stock-Based Awards then
outstanding shall be deemed satisfied, and the Restriction Period with respect thereto shall be deemed to have expired, and thus
each such Incentive Award shall become free of all restrictions and fully vested; and


 




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(c)        all
of the Performance-Based Awards shall become fully vested, deemed earned in full, and promptly paid within thirty (30) days to
the affected Grantees without regard to payment schedules and notwithstanding that the applicable performance cycle, retention
cycle or other restrictions and conditions have not been completed or satisfied.


 


For all purposes of this Plan, a “Change in Control”
of the Company means the occurrence of any one or more of the following events:


 


(d)        The
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”))
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of
either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Stock”) or (ii)
the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions
shall not constitute a Change in Control: (i) any acquisition directly from the Company or any Subsidiary, (ii) any acquisition
by the Company or any Subsidiary or by any employee benefit plan (or related trust) sponsored or maintained by the Company or any
Subsidiary, or (iii) any acquisition by any corporation pursuant to a reorganization, merger, consolidation or similar business
combination involving the Company (a “Merger”), if, following such Merger, the conditions described in Section
6.8(c) (below) are satisfied;


 


(e)        Individuals
who, as of the Effective Date, constitute the Board of Directors of the Company (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent
to the Effective Date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least
a majority of the directors then comprising the Incumbent Board shall be considered 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) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board;


 


(f)        Approval
by the shareholders of the Company of a Merger, unless immediately following such Merger, (i) substantially all of the holders
of the Outstanding Company Voting Securities immediately prior to Merger beneficially own, directly or indirectly, more than fifty
percent (50%) of the common stock of the corporation resulting from such Merger (or its parent corporation) in substantially the
same proportions as their ownership of Outstanding Company Voting Securities immediately prior to such Merger and (ii) at least
a majority of the members of the board of directors of the corporation resulting from such Merger (or its parent corporation) were
members of the Incumbent Board at the time of the execution of the initial agreement providing for such Merger;


 




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(g)        The
sale or other disposition of all or substantially all of the assets of the Company, unless immediately following such sale or other
disposition, (i) substantially all of the holders of the Outstanding Company Voting Securities immediately prior to the consummation
of such sale or other disposition beneficially own, directly or indirectly, more than fifty percent (50%) of the common stock of
the corporation acquiring such assets in substantially the same proportions as their ownership of Outstanding Company Voting Securities
immediately prior to the consummation of such sale or disposition, and (ii) at least a majority of the members of the board of
directors of such corporation (or its parent corporation) were members of the Incumbent Board at the time of execution of the initial
agreement or action of the Board providing for such sale or other disposition of assets of the Company; or


 


(h)        The
adoption of any plan or proposal for the liquidation or dissolution of the Company.


 


Notwithstanding the foregoing provisions of this Section
6.8, to the extent that any payment (or acceleration of payment) hereunder is considered to be deferred compensation that is
subject to, and not exempt under, Code Section 409A, then the term Change in Control hereunder shall be construed to have the meaning
as set forth in Code Section 409A with respect to the payment (or acceleration of payment) of such deferred compensation, but only
to the extent inconsistent with the foregoing provisions of the Change in Control definition (above) as determined by the Incumbent
Board.


 


6.9       Exchange
of Incentive Awards


 


The Committee may, in its discretion, permit any Grantee to
surrender outstanding Incentive Awards in order to exercise or realize his rights under other Incentive Awards or in exchange for
the grant of new Incentive Awards, or require holders of Incentive Awards to surrender outstanding Incentive Awards (or comparable
rights under other plans or arrangements) as a condition precedent to the grant of new Incentive Awards. No exchange of Incentive
Awards shall be made under this Section 6.9 if such surrender causes any Incentive Award to provide for the deferral of
compensation in a manner that is subject to taxation under Code Section 409A unless otherwise determined by the Committee.


 


SECTION 7.


 


GENERAL


 


7.1       Effective
Date and Grant Period


 


The Plan shall be subject to the approval of the shareholders
of the Company within twelve (12) months after the Effective Date. Incentive Awards may be granted under the Plan at any time prior
to receipt of such shareholder approval; provided, however, if the requisite shareholder approval is not obtained within such 12-month
period, any Incentive Awards granted hereunder shall automatically become null and void and of no force or effect. Notwithstanding
the foregoing, any Incentive Award that is intended to satisfy the Performance-Based Exception


 




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shall not be granted until the terms of the Plan are disclosed
to, and approved by, shareholders of the Company in accordance with the requirements of the Performance-Based Exception.


 


7.2       Funding
and Liability of Company


 


No provision of the Plan shall require the Company, for the
purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which
contributions are made, or otherwise to segregate any assets. In addition, the Company shall not be required to maintain separate
bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund
for purposes of the Plan. Although bookkeeping accounts may be established with respect to Grantees who are entitled to cash, Common
Stock or rights thereto under the Plan, any such accounts shall be used merely as a bookkeeping convenience. The Company shall
not be required to segregate any assets that may at any time be represented by cash, Common Stock or rights thereto. The Plan shall
not be construed as providing for such segregation, nor shall the Company, the Board or the Committee be deemed to be a trustee
of any cash, Common Stock or rights thereto. Any liability or obligation of the Company to any Grantee with respect to an Incentive
Award shall be based solely upon any contractual obligations that may be created by this Plan and any Incentive Agreement, and
no such liability or obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property
of the Company. The Company, Board, and Committee shall not be required to give any security or bond for the performance of any
obligation that may be created by the Plan.


 


7.3       Withholding
Taxes


 


(a)        Tax
Withholding. The Company shall have the power and the right to deduct or
withhold, or require a Grantee to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes, domestic
or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Plan or an
Incentive Award hereunder. Upon the lapse of restrictions on Restricted Stock, the Committee, in its discretion, may elect to satisfy
the tax withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date
the tax is to be determined equal to the minimum withholding taxes which could be imposed on the transaction as determined by the
Committee.


 


(b)        Share
Withholding. With respect to tax withholding required upon the exercise of
Stock Options or SARs, upon the lapse of restrictions on Restricted Stock, or upon any other taxable event arising as a result
of any Incentive Awards, Grantees may elect, subject to the approval of the Committee in its discretion, to satisfy the withholding
requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be
determined equal to the minimum withholding taxes which could be imposed on the transaction as determined by the Committee. All
such elections shall be made in writing, signed by the Grantee, and shall be subject to any restrictions or limitations that the
Committee, in its discretion, deems appropriate.


 


(c)        Incentive
Stock Options. With respect to Shares received by a Grantee pursuant to the
exercise of an Incentive Stock Option, if such Grantee disposes of any 


 




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such
Shares within (i) two years from the date of grant of such Option or (ii) one year after the transfer of such shares to the Grantee,
the Company shall have the right to withhold from any salary, wages or other compensation payable by the Company to the Grantee
an amount sufficient to satisfy the minimum withholding taxes which could be imposed with respect to such disqualifying disposition.


 


7.4       No
Guarantee of Tax Consequences


 


The Company, Board and the Committee do not make any commitment
or guarantee that any federal, state, local or foreign tax treatment will apply or be available to any person participating or
eligible to participate hereunder.


 


7.5       Designation
of Beneficiary by Participant


 


Each Grantee may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his death
before he receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Grantee, shall
be in a form prescribed by the Committee, and will be effective only when filed by the Grantee in writing with the Committee (or
its delegate), and received and accepted during the Grantee’s lifetime. In the absence of any such designation, benefits
remaining unpaid at the Grantee's death shall be paid to the Grantee's estate.


 


7.6       Deferrals


 


Subject to the requirements for compliance with, or exemption
under, Code Section 409A, if applicable, the Committee shall not permit a Grantee to defer such Grantee's receipt of the payment
of cash or the delivery of Shares under the terms of his Incentive Agreement that would otherwise be due and payable by virtue
of the lapse or waiver of restrictions with respect to Restricted Stock or another form of Incentive Award, or the satisfaction
of any requirements or goals with respect to any Incentive Awards.


 


7.7       Amendment
and Termination


 


The Board shall have the power and authority to terminate or
amend the Plan at any time in its discretion; provided, however, the Board shall not, without the approval of the shareholders
of the Company within the time period required by applicable law:


 


(a)        except
as provided in Section 6.6, increase the maximum number of Shares that may be issued under the Plan pursuant to Section
1.4;


 


(b)        amend
the requirements as to the class of Employees eligible to purchase Common Stock under the Plan;


 


(c)        extend
the term of the Plan; or,


 


(d)        if
the Company is a Publicly Held Corporation (i) increase the maximum limits on Incentive Awards to Covered Employees as set for
compliance with the Performance-Based Exception or (ii) decrease the authority granted to the Committee


 




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under the Plan
in contravention of Rule 16b-3 under the Exchange Act to the extent Section 16 of the Exchange Act is applicable to the Company.


 


No termination, amendment, or modification of the Plan shall
adversely affect in any material way any outstanding Incentive Award previously granted to a Grantee under the Plan, without the
written consent of such Grantee or other designated holder of such Incentive Award.


 


In addition, to the extent that the Committee determines that
(a) the listing for qualification requirements of any national securities exchange or quotation system on which the Company's Common
Stock is then listed or quoted, if applicable, or (b) the Code (or regulations promulgated thereunder), require shareholder approval
in order to maintain compliance with such listing requirements or to maintain any favorable tax advantages or qualifications, then
the Plan shall not be amended in such respect without approval of the Company's shareholders.


 


7.8       Requirements
of Law


 


(a)        Governmental
Entities and Securities Exchanges. The granting of Incentive Awards and the
issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required. Certificates evidencing Shares delivered under the Plan
(to the extent that such shares are so evidenced) may be subject to such stop transfer orders and other restrictions as the Committee
may deem advisable under the rules and regulations of the Securities and Exchange Commission, any securities exchange or transaction
reporting system upon which the Common Stock is then listed or to which it is admitted for quotation, and any applicable federal
or state securities law or regulation. The Committee may cause a legend or legends to be placed upon such certificates (if any)
to make appropriate reference to such restrictions.


 


The Company
shall not be required to sell or issue any Shares under any Incentive Award if the sale or issuance of such Shares would constitute
a violation by the Grantee or any other individual exercising the Incentive Award, or the Company, of any provision of any law
or regulation of any governmental authority, including without limitation, any federal or state securities law or regulation. If
at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any Shares subject
to an Incentive Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition
of, or in connection with, the issuance or purchase of Shares hereunder, no Shares may be issued or sold to the Grantee or any
other individual pursuant to an Incentive Award unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect
the date of termination of the Incentive Award. The Company shall not be obligated to take any affirmative action in order to cause
the exercise of an Incentive Award or the issuance of Shares pursuant to the Plan to comply with any law or regulation of any governmental
authority. As to any jurisdiction that expressly imposes the requirement that an Incentive Award shall not be exercisable until
the Shares covered thereby are registered or are exempt from registration, the exercise of such Incentive Award (under circumstances
in which the laws of such jurisdiction apply) shall be


 




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deemed conditioned
upon the effectiveness of such registration or the availability of such an exemption.


 


(b)        Securities
Act Rule 701. If no class of the Company's securities is registered under
Section 12 of the Exchange Act, then unless otherwise determined by the Committee, grants of Incentive Awards to “Rule 701
Grantees” (as defined below) and issuances of the underlying shares of Common Stock, if any, on the exercise or conversion
of such Incentive Awards are intended to comply with all applicable conditions of Securities Act Rule 701 (“Rule 701”),
including, without limitation, the restrictions as to the amount of securities that may be offered and sold in reliance on Rule 701,
so as to qualify for an exemption from the registration requirements of the Securities Act. Any ambiguities or inconsistencies
in the construction of an Incentive Award or the Plan shall be interpreted to give effect to such intention. In accordance with
Rule 701, each Grantee shall receive a copy of the Plan on or before the date an Incentive Award is granted to him, as well as
the additional disclosure required by Rule 701 (e) if the aggregate sales price or amount of securities sold during any consecutive
12-month period exceeds $5,000,000 as determined under Rule 701(e). If Rule 701 (or any successor provision) is amended to eliminate
or otherwise modify any of the requirements specified in Rule 701, then the provisions of this Section 7.8(b) shall be interpreted
and construed in accordance with Rule 701 as so amended. For purposes of this Section 7.8(b), as determined in accordance
with Rule 701, “Rule 701 Grantees” shall mean any Grantee other than a director of the Company, the Company's chairman,
CEO, president, chief financial officer, controller and any vice president of the Company, and any other key employee of the Company
who generally has access to financial and other business related information and possesses sufficient sophistication to understand
and evaluate such information.


 


7.9       Rule
16b-3 Securities Law Compliance for Insiders


 


If the Company is a Publicly Held Corporation, transactions
under the Plan with respect to Insiders are intended to comply with all applicable conditions of Rule 16b-3 under the Exchange
Act to the extent Section 16 of the Exchange Act is applicable to the Company. Any ambiguities or inconsistencies in the construction
of an Incentive Award or the Plan shall be interpreted to give effect to such intention, and to the extent any provision of the
Plan or action by the Committee fails to so comply, it shall be deemed null and void to the extent permitted by law and deemed
advisable by the Committee in its discretion.


 


7.10     Compliance
with Code Section 162(m) for Publicly Held Corporation


 


If the Company is a Publicly Held Corporation, unless otherwise
determined by the Committee with respect to any particular Incentive Award, it is intended that the Plan shall comply fully with
the applicable requirements so that any Incentive Awards subject to Section 162(m) that are granted to Covered Employees shall
qualify for the Performance-Based Exception. If any provision of the Plan or an Incentive Agreement would disqualify the Plan or
would not otherwise permit the Plan or Incentive Award to comply with the Performance-Based Exception as so intended, such provision
shall be construed or deemed to be amended to conform to the requirements of the Performance-Based Exception to the extent permitted
by applicable


 




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law and deemed advisable by the Committee; provided, however,
no such construction or amendment shall have an adverse effect on the prior grant of an Incentive Award or the economic value to
a Grantee of any outstanding Incentive Award.


 


7.11     Compliance
with Code Section 409A


 


It is intended that Incentive Awards granted under the Plan
shall be exempt from, or if not so exempt, in compliance with, Code Section 409A, unless otherwise determined by the Committee
at the time of grant. In that respect, the Company, by action of its Board, reserves the right to amend the Plan, and the Board
and the Committee each reserve the right to amend any outstanding Incentive Agreement, to the extent deemed necessary or appropriate
either to exempt such Incentive Award from taxation under Section 409A or to comply with the requirements of Section 409A to avoid
additional taxation thereunder. Further, Grantees who are “Specified Employees” (as defined under Section 409A), shall
be required to delay payment of an Incentive Award for six (6) months after separation from service (as defined under Section 409A),
but only to the extent such Incentive Award is subject to taxation under Section 409A and such delay is required thereunder.


 


7.12     Notices


 


(a)        Notice
From Insiders to Secretary of Change in Beneficial Ownership. To the extent
Section 16 of the Exchange Act is applicable to the Company, within two business days after the date of a change in beneficial
ownership of the Common Stock issued or delivered pursuant to this Plan, an Insider should report to the Secretary of the Company
any such change to the beneficial ownership of Common Stock that is required to be reported with respect to such Insider under
Rule 16(a)-3 promulgated pursuant to the Exchange Act. Whenever reasonably feasible, Insiders will provide the Committee with advance
notification of such change in beneficial ownership.


 


(b)        Notice
to Insiders and Securities and Exchange Commission. To the extent applicable,
the Company shall provide notice to any Insider, as well as to the Securities and Exchange Commission, of any “blackout period,”
as defined in Section 306(a)(4) of the Sarbanes-Oxley Act of 2002, in any case in which Insider is subject to the requirements
of Section 304 of said Act in connection with such “blackout period.”


 


7.13     Pre-Clearance
Agreement with Brokers


 


Notwithstanding anything in the Plan to the contrary, no Shares
issued pursuant to the Plan will be delivered to a broker or dealer that receives such Shares for the account of an Insider unless
and until the broker or dealer enters into a written agreement with the Company whereby such broker or dealer agrees to report
immediately to the Secretary of the Company (or other designated person) a change in the beneficial ownership of such Shares.


 


7.14     Successors
to Company


 


All obligations of the Company under the Plan with respect to
Incentive Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such


 




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successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.


 


7.15     Miscellaneous
Provisions


 


(a)        No
Employee, Consultant, Outside Director, or other person shall have any claim or right to be granted an Incentive Award under the
Plan. Neither the Plan, nor any action taken hereunder, shall be construed as giving any Employee, Consultant, or Outside Director
any right to be retained in the Employment or other service of the Company or any Parent or Subsidiary.


 


(b)        The
expenses of the Plan shall be borne by the Company.


 


(c)        By
accepting any Incentive Award, each Grantee and each person claiming by or through him shall be deemed to have indicated his acceptance
of the Plan.


 


(d)        The
proceeds received from the sale of Common Stock pursuant to the Plan shall be used for general corporate purposes of the Company.


 


7.16     Severability


 


In the event that any provision of this Plan shall be held illegal,
invalid or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions
of the Plan, and the Plan shall be construed and enforced as if the illegal, invalid, or unenforceable provision was not included
herein.


 


7.17     Gender,
Tense and Headings


 


Whenever the context so requires, words of the masculine gender
used herein shall include the feminine and neuter, and words used in the singular shall include the plural. Section headings as
used herein are inserted solely for convenience and reference and constitute no part of the interpretation or construction of the
Plan.


 


7.18     Governing
Law


 


The Plan shall be interpreted, construed and constructed in
accordance with the laws of the State of Texas without regard to its conflicts of law provisions, except as may be superseded by
applicable laws of the United States.


 


[Signature page follows.]


 




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IN WITNESS WHEREOF, the Company has caused this Plan to be duly
executed in its name and on its behalf by its duly authorized officer, on this 20th day of April, 2011, to be effective as of the
Effective Date.


 


	 	ASTROTECH CORPORATION
	 	 
	 	By: 	/s/ Thomas B. Pickens III



 


	 	Name: 	Thomas B. Pickens III
	 	 	 
	 	Title: 	Chairman & CEO


 








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