Exhibit 10.1


 


CHINA JO-JO DRUGSTORES, INC.


AMENDED AND RESTATED 


2010 EQUITY INCENTIVE PLAN


 


	 	1.	ESTABLISHMENT OF PLAN; DEFINITIONS


 


1.1 Purpose. The purpose
of the China Jo-Jo Drugstores, Inc. Amended and Restated 2010 Equity Incentive Plan is to encourage certain officers, employees, directors,
and consultants of China Jo-Jo Drugstores, Inc., a Nevada corporation (the “Company”), to acquire and hold stock in the Company
as an added incentive to remain with the Company and increase their efforts in promoting the interests of the Company, and to enable the
Company to attract and retain capable individuals.


 


1.2 Definitions. Unless
the context clearly indicates otherwise, the following terms shall have the meanings set forth below:


 


1.2.1 “Award” shall
mean, individually or collectively, a grant under this Plan of Stock Options or Stock Awards.


 


1.2.2 “Award Agreement”
shall mean a written agreement containing the terms and conditions of an Award, not inconsistent with this Plan.


 


1.2.3 “Beneficiary”
and “Beneficial Ownership” shall mean the person, persons, trust, or trusts that have been designated by a Grantee in his
or her most recent written beneficiary designation filed with the Committee to receive the benefits specified under this Plan upon such
Grantee’s death or to which Awards or other rights are transferred if and to the extent permitted under Section 7.2.4 hereof. If,
upon a Grantee’s death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary shall
mean the person, persons, trust, or trusts entitled by will or the laws of descent and distribution to receive such benefits.


 


1.2.4 “Beneficial Owner”
shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act and any successor to such Rule.


 


1.2.5 “Board” shall
mean the board of directors of the Company.


 


1.2.6 “Change in Control”
shall mean a Change in Control as defined in Section 7.1.1(b).


 


1.2.7 “Code” shall
mean the Internal Revenue Code of 1986, as it may be amended from time to time.


 


1.2.8 “Committee”
shall mean the Board or a committee of the Board appointed pursuant to Section 1.4 of this Plan.


 


1.2.9 “Common Stock”
shall mean the Company’s common stock, par value $0.0001 per share.


 


1.2.10 “Company”
shall mean China Jo-Jo Drugstores, Inc., a Nevada corporation.


 


1.2.11 “Consultants”
shall mean individuals who provide services to the Company and any Subsidiary who are not also Employees or Directors and 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.


 


1.2.12 Reserved.


 


1.2.13 “Designated Officer”
shall mean any executive officer of the Company to whom duties and powers of the Board or Committee hereunder have been delegated pursuant
to Section 1.4.3.


 


1.2.14 “Directors”
shall mean those members of the Board or the board of directors of any Subsidiary who are not also Employees.


 


1.2.15 “Disability”
shall mean a medically determinable physical or mental condition that causes an Employee, Director, or Consultant to be unable to engage
in any substantial gainful activity and that can be expected to result in death or to be of long-continued and indefinite duration.


 






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1.2.16 “Effective Date”
shall mean the effective date of this Plan, which shall be the Shareholder Approval Date.


 


1.2.17 “Employee”
shall mean any common law employee, including Officers, of the Company or any Subsidiary as determined under the Code and the Treasury
Regulations thereunder.


 


1.2.18 “Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.


 


1.2.19 “Fair Market Value”
shall mean (i) if the Common Stock is listed on a national securities exchange or the NASDAQ system, the mean between the highest and
lowest sales prices for the Common Stock on such date, or, if no such prices are reported for such day, then on the next preceding day
on which there were reported prices; (ii) if the Common Stock is not listed on a national securities exchange or the NASDAQ system, the
mean between the bid and asked prices for the shares on such date, or if no such prices are reported for such day, then on the next preceding
day on which there were reported prices; or (iii) as determined in good faith by the Board.


 


1.2.20 “Grantee”
shall mean an Officer, Employee, Director, or Consultant granted an Award.


 


1.2.21 “Incentive Stock
Option” shall mean a Stock Option that meets the requirements of Code Section 422 and is granted pursuant to the Incentive Stock
Option provisions as set forth in Section 2.


 


1.2.22 “Incumbent Board”
shall mean the Incumbent Board as defined in Section 7.1.1(b)(ii).


 


1.2.23 “Non-Statutory
Stock Option” shall mean a Stock Option that does not meet the requirements of Code Section 422 and is granted pursuant to the Non-Statutory
Stock Option provisions as set forth in Section 3.


 


1.2.24 “Officer”
shall mean a person who is an officer of the Company or a Subsidiary within the meaning of Section 16 of the Exchange Act and the rules
and regulations promulgated thereunder.


 


1.2.25 “Performance Award”
shall mean an Award under Section 6 hereof.


 


1.2.26 “Performance Measure”
shall mean one or more of the following criteria, or such other operating objectives, selected by the Committee to measure performance
of the Company or any Subsidiary for a Performance Period, whether in absolute or relative terms: basic or diluted earnings per share
of Stock; earnings per share of Common Stock growth; revenue; operating income; net income (either before or after taxes); earnings and/or
net income before interest and taxes; earnings and/or net income before interest, taxes, depreciation, and amortization; return on capital;
return on equity; return on assets; net cash provided by operations; free cash flow; Common Stock price; economic profit; economic value;
total stockholder return; and gross margins and costs. Each such measure shall be determined in accordance with generally accepted accounting
principles as consistently applied and, as determined by the independent accountants of the Company in the case of a Performance Award
or as determined by the Committee for other Performance Awards, adjusted to omit the effects of extraordinary items, gain or loss on the
disposal of a business segment, unusual or infrequently occurring events and transactions, and cumulative effects of changes in accounting
principles.


 


1.2.27 “Performance Period”
shall mean a period of not less than one (1) year over which the achievement of targets for Performance Measures is determined.


 


1.2.28 “Person”
shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, and
shall include a “group” as defined in Section 13(d) thereof.


 


1.2.29 “Plan” shall
mean the China Jo-Jo Drugstores, Inc. Amended and Restated 2010 Equity Incentive Plan as set forth herein and as amended from time to
time.


 


1.2.30 “Related Entity”
shall mean any Subsidiary, and any business, corporation, partnership, limited liability company, or other entity designated by the Board,
in which the Company or a Subsidiary holds a substantial ownership interest, directly or indirectly.


 


1.2.31 “Restricted Stock”
shall mean Common Stock that is issued pursuant to the Restricted Stock provisions as set forth in Section 4.


 






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1.2.32 “Restricted Stock
Units” shall mean Common Stock that is issued pursuant to the Restricted Stock Unit provisions as set forth in Section 5.


 


1.2.33 “Rule 16b-3”
shall mean Rule 16b-3 promulgated under the Exchange Act or any successor thereto.


 


1.2.34 “Shareholder Approval
Date” shall mean the date on which this Plan is approved by the shareholders of the Company eligible to vote in the election of
directors, by a vote sufficient to meet the requirements of Code Section 422, Rule 16b-3 under the Exchange Act (if applicable), applicable
requirements under the rules of any stock exchange or automated quotation system on which the Common Stock may be listed on quoted, and
other laws, regulations, and obligations of the Company applicable to this Plan.


 


1.2.35 “Stock Award”
shall mean an award of Restricted Stock or Restricted Stock Units granted pursuant to this Plan.


 


1.2.36 “Stock Option”
shall mean an option granted pursuant to this Plan to purchase shares of Common Stock.


 


1.2.37 “Subsidiary”
shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with and including the Company, if
each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other corporations in such chain.


 


1.3 Shares of Common Stock
Subject to this Plan.


 


1.3.1 Subject to the provisions
of Section 7.1, the shares of Common Stock that may be issued pursuant to Stock Options and Stock Awards granted under this Plan shall
not exceed Twelve Million One Hundred Ninety-Six Thousand Four Hundred Sixty-Eight (12,196,468) shares in the aggregate. If a Stock Option
shall expire and terminate for any reason, in whole or in part, without being exercised or, if Stock Awards are forfeited because the
restrictions with respect to such Stock Awards shall not have been met or have lapsed, the number of shares of Common Stock that are no
longer outstanding as Stock Awards or subject to Stock Options may again become available for the grant of Stock Awards or Stock Options.
There shall be no terms and conditions in a Stock Award or Stock Option that provide that the exercise of an Incentive Stock Option reduces
the number of shares of Common Stock for which an outstanding Non-Statutory Stock Option may be exercised; and there shall be no terms
and conditions in a Stock Award or Stock Option that provide that the exercise of a Non-Statutory Stock Option reduces the number of shares
of Common Stock for which an outstanding Incentive Stock Option may be exercised.


 


1.4 Administration of this
Plan.


 


1.4.1 The Plan shall be administered
by the Board. In the alternative, the Board may delegate authority to a Committee to administer this Plan on behalf of the Board, subject
to such terms and conditions as the Board may prescribe. Such Committee shall consist of not less than two (2) members of the Board each
of whom is a “non-employee director” within the meaning of Rule 16b-3, or any successor rule of similar import. Once appointed,
the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the
Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor,
fill vacancies, however caused, and remove all members of the Committee and, thereafter, directly administer this Plan. In the event that
the Board is the administrator of this Plan in lieu of a Committee, the term “Committee” as used herein shall be deemed to
mean the Board.


 


1.4.2 The Committee shall meet
at such times and places and upon such notice as it may determine. A majority of the Committee shall constitute a quorum. Any acts by
the Committee may be taken at any meeting at which a quorum is present and shall be by majority vote of those members entitled to vote.
Additionally, any acts reduced to writing or approved in writing by all of the members of the Committee shall be valid acts of the Committee.


 


1.4.3 The Board may, in its
sole discretion, divide the duties and powers of the Committee by establishing one or more secondary Committees to which certain duties
and powers of the Board hereunder are delegated (each of which shall be regarded as a “Committee” under this Plan with respect
to such duties and powers), or delegate all of its duties and powers hereunder to a single Committee. Additionally, if permitted by applicable
law, the Board or Committee may delegate any or all of its duties and powers hereunder to a Designated Officer subject to such conditions
and limitations as the Board or Committee shall prescribe. However, only the Committee described under Section 1.4.1 may designate and
grant Awards to Grantees who are subject to Section 16 of the Exchange Act. The Committee shall also have the power to establish sub-plans
(which may be included as appendices to this Plan or the respective Award Agreement), which may constitute separate programs, for the
purpose of establishing programs that meet any special tax or regulatory requirements of jurisdictions other than the United States and
its subdivisions. Any such interpretations, rules, administration and sub-plans shall be consistent with the basic purposes of this Plan.


 






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1.4.4 Powers of the Committee.
The Committee shall have all the powers vested in it by the terms of this Plan, such powers to include authority, in its sole and absolute
discretion, to grant Awards under this Plan, prescribe Award Agreements and establish programs for granting Awards. The Committee shall
have full power and authority to take all other actions necessary to carry out the purpose and intent of this Plan, including, but not
limited to, the authority to:


 


(a) determine the Grantees
to whom, and the time or times at which, Awards shall be granted;


 


(b) determine the types of
Awards to be granted;


 


(c) determine the number of
shares of Common Stock and/or amount of cash to be covered by or used for reference purposes for each Award;


 


(d) impose such terms, limitations,
vesting schedules, restrictions, and conditions upon any such Award as the Committee shall deem appropriate, including without limitation
establishing, in its discretion, Performance Measures that must be satisfied before an Award vests and/or becomes payable, the term during
which an Award is exercisable, the purchase price, if any, under an Award, and the period, if any, following a Grantee’s termination
of employment or service with the Company or any Subsidiary during which the Award shall remain exercisable;


 


(e) modify, extend, or renew
outstanding Awards, accept the surrender of outstanding Awards, and substitute new Awards, provided that no such action shall be taken
with respect to any outstanding Award that would materially and adversely affect the Grantee without the Grantee’s consent, or constitute
a repricing of stock options without the consent of the holders of the Company’s voting securities under Section 1.4.4(f) below;


 


(f) only with the approval
of the holders of the voting securities of the Company to the extent that such approval is required by applicable law, regulation, or
the rules of a national securities exchange or automated quotation system to which the Company is subject, reprice Incentive Stock Options
and Non-Statutory Stock Options either by amendment to lower the exercise price or by accepting such stock options for cancellation and
issuing replacement stock options with a lower exercise price or through any other mechanism;


 


(g) accelerate the time in
which an Award may be exercised or in which an Award becomes payable and waive or accelerate the lapse, in whole or in part, of any restriction
or condition with respect to an Award;


 


(h) establish objectives and
conditions, including targets for Performance Measures, if any, for earning Awards and determining whether Awards will be paid after the
end of a Performance Period; and


 


(i) permit the deferral of,
or require a Grantee to defer such Grantee’s receipt of or the delivery of Stock and/or cash under an Award that would otherwise
be due to such Grantee and establish rules and procedures for such payment deferrals, provided the requirements of Code Section 409A are
met with respect to any such deferral.


 


The Committee shall have full power and authority
to administer and interpret this Plan and to adopt such rules, regulations, agreements, guidelines, and instruments for the administration
of this Plan as the Committee deems necessary, desirable or appropriate in accordance with the bylaws of the Company.


 


1.4.5 To the maximum extent
permitted by law, no member of the Board or Committee or a Designated Officer shall be liable for any action taken or decision made in
good faith relating to this Plan or any Award thereunder.


 


1.4.6 The members of the Board
and Committee and any Designated Officer shall be indemnified by the Company in respect of all their activities under this Plan in accordance
with the procedures and terms and conditions set forth in the Certificate of Incorporation and bylaws of the Company as in effect from
time to time. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons
may be entitled under the Company’s Certificate of Incorporation and bylaws, as a matter of law, or otherwise.


 






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1.4.7 All actions taken and
decisions and determinations made by the Committee or a Designated Officer on all matters relating to this Plan pursuant to the powers
vested in it hereunder shall be in the Committee’s or Designated Officer’s sole and absolute discretion and shall be conclusive
and binding on all parties concerned, including the Company, its stockholders, any Grantees, and any other Employee, and their respective
successors in interest.


 


1.5 Amendment or Termination.


 


1.5.1 The Committee, without
further approval of the Company’s stockholders, may amend or terminate this Plan or any portion thereof at any time, except that
no amendment shall become effective without prior approval of the stockholders of the Company to increase the number of shares of Common
Stock subject to this Plan or if stockholder approval is necessary to comply with any tax or regulatory requirement or rule of any national
securities exchange or national automated quotation system upon which the Common Stock is listed or quoted (including for this purpose
stockholder approval that is required for continued compliance with Rule 16b-3 or stockholder approval that is required to enable the
Committee to grant Incentive Stock Options pursuant to this Plan).


 


1.5.2 The Committee shall be
authorized to make minor or administrative amendments to this Plan as well as amendments to this Plan that may be dictated by the requirements
of U.S. federal or state laws applicable to the Company or that may be authorized or made desirable by such laws. The Committee may amend
any outstanding Award in any manner as provided in Section 1.4.4 and to the extent that the Committee would have had the authority to
make such Award as so amended.


 


1.5.3 No amendment to this Plan
or any Award may be made that would materially adversely affect any outstanding Award previously made under this Plan without the approval
of the Grantee. Further, no amendment to this Plan or an Award shall be made that would cause any Award to fail to either comply with
or meet an exception from Code Section 409A.


 


1.6 Effective Date and
Duration of this Plan. This Plan was first approved by the Board on September 20, 2010 and the Effective Date of this Plan is November
2, 2010. The Committee (and the Board), subject to the approval of the shareholders, has determined that this Plan shall terminate automatically
on January 14, 2030 (the tenth anniversary of the Board’s approval of this Plan), unless terminated earlier by the Board, except
with respect to Awards then outstanding. The Board may terminate this Plan or any portion thereof at any time pursuant to Section 1.5
hereof, and no Awards may be granted under the Plan after it is terminated. 


 


	 	2.	INCENTIVE STOCK OPTION PROVISIONS


 


2.1 Granting of Incentive
Stock Options.


 


2.1.1 Only Employees of the
Company shall be eligible to receive Incentive Stock Options under this Plan. Officers, Directors, and Consultants of the Company who
are not also Employees shall not be eligible to receive Incentive Stock Options.


 


2.1.2 The purchase price of
each share of Common Stock subject to an Incentive Stock Option shall not be less than 100% of the Fair Market Value of a share of the
Common Stock on the date the Incentive Stock Option is granted. If an Employee owns or is deemed to own (by reason of the attribution
rules applicable under Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company (or
any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively)
and an Incentive Stock Option is granted to such Employee, the exercise price of such Incentive Stock Option (to the extent required by
the Code at the time of grant) shall be no less than 110% of the Fair Market Value of a Share on the date such Incentive Stock Option
is granted.


 


2.1.3 No Incentive Stock Option
shall be exercisable more than ten (10) years from the date the Incentive Stock Option was granted; provided however, that if a Grantee
owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined voting power
of all classes of stock of the Company (or any parent corporation or subsidiary corporation of the Company, as those terms are defined
in Sections 424(e) and (f) of the Code, respectively) and the Incentive Stock Option is granted to such Grantee, the term of the Incentive
Stock Option shall be (to the extent required by the Code at the time of the grant) for no more than five (5) years from the date of grant.


 


2.1.4 The Committee shall determine
and designate from time to time those Employees who are to be granted Incentive Stock Options and specify the number of shares subject
to each Incentive Stock Option.


 


2.1.5 The Committee, in its
sole discretion, shall determine whether any particular Incentive Stock Option shall become exercisable in one or more installments, specify
the installment dates, and, within the limitations herein provided, determine the total period during which the Incentive Stock Option
is exercisable. Further, the Committee may make such other provisions as may appear generally acceptable or desirable to the Committee
or necessary to qualify its grants under the provisions of Section 422 of the Code.


 






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2.1.6 The Committee may grant
at any time new Incentive Stock Options to an Employee who has previously received Incentive Stock Options or other options whether such
prior Incentive Stock Options or other options are still outstanding, have previously been exercised in whole or in part, or are cancelled
in connection with the issuance of new Incentive Stock Options. The purchase price of the new Incentive Stock Options may be established
by the Committee without regard to the existing Incentive Stock Options or other options.


 


2.1.7 Notwithstanding any other
provisions hereof, the aggregate Fair Market Value (determined at the time the option is granted) of the Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by the Employee during any calendar year (under all such plans of the
Grantee’s employer corporation and its parent corporation or subsidiary corporation as those terms are defined in Sections 424(e)
and (f) of the Code, respectively) shall not (to the extent required by the Code at the time of the grant) exceed One Hundred Thousand
Dollars ($100,000). To the extent that such aggregate Fair Market Value shall exceed One Hundred Thousand Dollars ($100,000), or other
applicable amount, such Stock Options to the extent of the Common Stock in excess of such limit shall be treated as Non-Statutory Stock
Options. In such case, the Company may designate the shares of Common Stock that are to be treated as Stock acquired pursuant to the exercise
of an Incentive Stock Option.


 


2.2 Exercise of Incentive
Stock Options. The exercise price of an Incentive Stock Option shall be payable on exercise of the option (i) in cash or by check,
bank draft, or postal or express money order, (ii) ) if provided in the written Award Agreement and permitted by applicable law, by the
surrender of Common Stock then owned by the Grantee, which Common Stock such Grantee has held for at least six (6) months, (iii) the proceeds
of a loan from an independent broker-dealer whereby the loan is secured by the option or the stock to be received upon exercise, or (iv)
any combination of the foregoing; provided, that each such method and time for payment and each such borrowing and terms
and conditions of repayment shall then be permitted by and be in compliance with applicable law. Shares of Common Stock so surrendered
in accordance with clause (ii) or (iv) shall be valued at the Fair Market Value thereof on the date of exercise, surrender of such Common
Stock to be evidenced by delivery of the certificate(s) representing such shares in such manner, and endorsed in such form, or accompanied
by stock powers endorsed in such form, as the Committee may determine.


 


2.3 Termination of Employment.


 


2.3.1 If a Grantee’s employment
with the Company is terminated other than by Disability or death, the terms of any then outstanding Incentive Stock Option held by the
Grantee shall extend for a period ending on the earlier of the date on which such Stock Option would otherwise expire or three (3) months
after such termination of employment, and such Stock Option shall be exercisable to the extent it was exercisable as of such last date
of employment.


 


2.3.2 If a Grantee’s employment
with the Company is terminated by reason of Disability, the term of any then outstanding Incentive Stock Option held by the Grantee shall
extend for a period ending on the earlier of the date on which such Stock Option would otherwise expire or twelve (12) months after such
termination of employment, and such Stock Option shall be exercisable to the extent it was exercisable as of such last date of employment.


 


2.3.3 If a Grantee’s employment
with the Company is terminated by reason of death, the representative of his estate or beneficiaries thereof to whom the Stock Option
has been transferred shall have the right during the period ending on the earlier of the date on which such Stock Option would otherwise
expire or twelve (12) months after such date of death, to exercise any then outstanding Incentive Stock Options in whole or in part. If
a Grantee dies without having fully exercised any then outstanding Incentive Stock Options, the representative of his estate or beneficiaries
thereof to whom the Stock Option has been transferred shall have the right to exercise such Stock Options in whole or in part.


 


	 	3.	NON-STATUTORY STOCK OPTION PROVISIONS


  


3.1 Granting of Stock Options.


 


3.1.1 Officers, Employees, Directors,
and Consultants shall be eligible to receive Non-Statutory Stock Options under this Plan.


 


3.1.2 The Committee shall determine
and designate from time to time those Officers, Employees, Directors, and Consultants who are to be granted Non-Statutory Stock Options
and the amount subject to each Non-Statutory Stock Option.


 






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3.1.3
The Committee may grant at any time new Non-Statutory Stock Options to an Employee, Director, or Consultant who has previously received
Non-Statutory Stock Options or other Stock Options, whether such prior Non-Statutory Stock Options or other Stock Options are still outstanding,
have previously been exercised in whole or in part, or are cancelled in connection with the issuance of new Non-Statutory Stock Options.


 


3.1.4
The Committee shall determine the purchase price of each share of Common Stock subject to a Non-Statutory Stock Option. Such price shall
not be less than 100% of the Fair Market Value of such Common Stock on the date the Non-Statutory Stock Option is granted.


 


3.1.5
The Committee, in its sole discretion, shall determine whether any particular Non-Statutory Stock Option shall become exercisable in
one or more installments, specify the installment dates, and, within the limitations herein provided, determine the total period during
which the Non-Statutory Stock Option is exercisable. Further, the Committee may make such other provisions as may appear generally acceptable
or desirable to the Committee, including the extension of a Non-Statutory Stock Option, provided that such extension does not extend
the option beyond the period specified in Section 3.1.6 below.


 


3.1.6
No Non-Statutory Stock Option shall be exercisable more than ten (10) years from the date such option is granted.


 


3.2
Exercise of Stock Options. The exercise price of a Non-Statutory Stock Option shall be payable on exercise of the Stock Option
(i) in cash or by check, bank draft, or postal or express money order, (ii) if provided in the written Award Agreement and permitted
by applicable law, by the surrender of Common Stock then owned by the Grantee, which Common Stock such Grantee has held for at least
six (6) months, (iii) the proceeds of a loan from an independent broker-dealer whereby the loan is secured by the option or the stock
to be received upon exercise, or (iv) any combination of the foregoing; provided, that each such method and time for payment
and each such borrowing and terms and conditions of repayment shall then be permitted by and be in compliance with applicable law. Shares
of Common Stock so surrendered in accordance with clause (ii) or (iv) shall be valued at the Fair Market Value thereof on the date of
exercise, surrender of such Common Stock to be evidenced by delivery of the certificate(s) representing such shares in such manner, and
endorsed in such form, or accompanied by stock powers endorsed in such form, as the Committee may determine.


 


3.3
Termination of Relationship.


 


3.3.1
If a Grantee’s employment with the Company is terminated, a Director Grantee ceases to be a Director, or a Consultant Grantee ceases
to be a Consultant, other than by reason of Disability or death, the terms of any then outstanding Non-Statutory Stock Option held by
the Grantee shall extend for a period ending on the earlier of the date established by the Committee at the time of grant or three (3)
months after the Grantee’s last date of employment or cessation of being a Director or Consultant, and such Stock Option shall
be exercisable to the extent it was exercisable as of the date of termination of employment or cessation of being a Director or Consultant.


 


3.3.2
If a Grantee’s employment is terminated by reason of Disability, a Director Grantee ceases to be a Director by reason of Disability
or a Consultant Grantee ceases to be a Consultant by reason of Disability, the term of any then outstanding Non-Statutory Stock Option
held by the Grantee shall extend for a period ending on the earlier of the date on which such Stock Option would otherwise expire or
twelve (12) months after the Grantee’s last date of employment or cessation of being a Director or Consultant, and such Stock Option
shall be exercisable to the extent it was exercisable as of such last date of employment or cessation of being a Director or Consultant.


 


3.3.3
If a Grantee’s employment is terminated by reason of death, a Director Grantee ceases to be a Director by reason of death or a
Consultant Grantee ceases to be a Consultant by reason of death, the representative of his estate or beneficiaries thereof to whom the
Stock Option has been transferred shall have the right during the period ending on the earlier of the date on which such Stock Option
would otherwise expire or twelve (12) months following his death to exercise any then outstanding Non-Statutory Stock Options in whole
or in part. If a Grantee dies without having fully exercised any then outstanding Non-Statutory Stock Options, the representative of
his estate or beneficiaries thereof to whom the Stock Option has been transferred shall have the right to exercise such Stock Options
in whole or in part.


 


	 	4.	RESTRICTED
    STOCK AWARDS


 


4.1
Grant of Restricted Stock.


 


4.1.1
Officers, Employees, Directors and Consultants shall be eligible to receive grants of Restricted Stock under this Plan.


 







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4.1.2
The Committee shall determine and designate from time to time those Officers, Employees, Directors and Consultants who are to be granted
Restricted Stock and the number of shares of Common Stock subject to such Stock Award.


 


4.1.3
The Committee, in its sole discretion, shall make such terms and conditions applicable to the grant of Restricted Stock as may appear
generally acceptable or desirable to the Committee.


 


4.2
Termination of Relationship.


 


4.2.1
If a Grantee’s employment with the Company is terminated, a Director Grantee ceases to be a Director, or a Consultant Grantee ceases
to be a Consultant, prior to the lapse of any restrictions applicable to the Restricted Stock, then such Common Stock shall be forfeited
and the Grantee shall return the certificates representing such Common Stock to the Company.


 


4.2.2
If the restrictions applicable to a grant of Restricted Stock shall lapse, then the Grantee shall hold such Common Stock free and clear
of all such restrictions except as otherwise provided in this Plan.


 


	 	5.	RESTRICTED
    STOCK UNIT AWARDS


 


5.1
Grant of Restricted Stock Units.


 


5.1.1
Officers, Employees, Directors, and Consultants shall be eligible to receive grants of Restricted Stock Units under this Plan.


 


5.1.2
The Committee shall determine and designate from time to time those Officers, Employees, Directors and Consultants who are to be granted
Restricted Stock Units and number of shares of Common Stock subject to such Stock Award.


 


5.1.3
The Committee, in its sole discretion, shall make such terms and conditions applicable to the grant of Restricted Stock Units as may
appear generally acceptable or desirable to the Committee.


 


5.2
Termination of Relationship.


 


5.2.1
If a Grantee’s employment with the Company is terminated, a Director Grantee ceases to be a Director, or a Consultant Grantee ceases
to be a Consultant, prior to the lapse of any restrictions applicable to the Restricted Stock Units, then such Common Stock shall be
forfeited and the Grantee shall return the certificates representing such Common Stock to the Company.


 


5.2.2
If the restrictions applicable to a grant of Restricted Stock Units shall lapse, then the Grantee shall hold such Common Stock free and
clear of all such restrictions except as otherwise provided in this Plan.


 


	 	6.	PERFORMANCE
    AWARDS


 


6.1
The Committee, in its discretion, may establish targets for Performance Measures for selected Grantees and authorize the granting, vesting,
payment, and/or delivery of Performance Awards in the form of Incentive Stock Options, Non-Statutory Stock Options, Restricted Stock,
and Restricted Stock Units to such Grantees upon achievement of such targets for Performance Measures during a Performance Period. The
Committee, in its discretion, shall determine the Grantees eligible for Performance Awards, the targets for Performance Measures to be
achieved during each Performance Period, and the type, amount, and terms and conditions of any Performance Awards. Performance Awards
may be granted either alone or in addition to other Awards made under this Plan.


 


	 	7.	GENERAL
    PROVISIONS


 


7.1
Adjustment Provisions.


 


7.1.1
Change of Control.


 


(a)
Effect of “Change in Control.” If and only to the extent provided in the Award Agreement, or to the extent otherwise
determined by the Committee, upon the occurrence of a “Change in Control,” as defined in Section 7.1.1(b):


 


(i)
The Committee shall take such action as it deems appropriate and equitable to effectuate the purposes of this Plan and to protect the
grantees of Awards, which action may include, without limitation, any one or more of the following, provided such action is in compliance
with Code Section 409A if applicable: (i) acceleration or change of the exercise and/or expiration dates of any Award to require that
exercise be made, if at all, prior to the Change in Control; and (ii) cancellation of any Award upon payment to the holder in cash of
the Fair Market Value of the Stock subject to such Award as of the date of (and, to the extent applicable, as established for purposes
of) the Change in Control, less the aggregate exercise price, if any, of the Award.


 







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(ii)
Notwithstanding the foregoing or any provision in any Award Agreement to the contrary, if in the event of a Change in Control, the successor
company assumes or substitutes for a Stock Option or Stock Award, then each such outstanding Stock Option or Stock Award shall not be
accelerated as described in Sections 7.1.1(a)(i). For the purposes of this Section 7.1.1(a)(ii), such Stock Option or Stock Award shall
be considered assumed or substituted for if following the Change in Control the Award confers the right to purchase or receive, for each
share of Common Stock subject to the Stock Option or Stock Award immediately prior to the Change in Control, the consideration (whether
stock, cash, or other securities or property) received in the transaction constituting a Change in Control by holders of Common Stock
shares for each Common Stock share held on the effective date of such transaction (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration
received in the transaction constituting a Change in Control is not solely common stock of the successor company or its parent or subsidiary,
the Committee may, with the consent of the successor company or its parent or subsidiary, provide that the consideration to be received
upon the exercise or vesting of a Stock Option or Stock Award, for each Common Stock share subject thereto, will be solely common stock
of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received
by holders of Common Stock shares in the transaction constituting a Change in Control. The determination of such substantial equality
of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.


 


(b)
Definition of “Change in Control”. Unless otherwise specified in an Award Agreement, a “Change in Control”
shall mean the occurrence of any of the following:


 


(i)
The acquisition by any Person of Beneficial Ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than
fifty percent (50%) of either (A) the value of then outstanding equity securities of the Company (the “Outstanding Company Stock”)
or (B) 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”) (the foregoing Beneficial Ownership hereinafter being referred
to as a “Controlling Interest”); provided, however, that for purposes of this Section 7.1.1, the following acquisitions shall
not constitute or result in a Change in Control: (v) any acquisition directly from the Company; (w) any acquisition by the Company; (x)
any acquisition by any Person that as of the Effective Date owns Beneficial Ownership of a Controlling Interest; (y) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Related Entity; or (z) any acquisition
by any entity pursuant to a transaction that complies with clauses (A), (B), and (C) of subsection 7.1.1(b)(iii) below; or


 


(ii)
During any period of two (2) consecutive years (not including any period prior to the Effective Date) individuals who constitute the
Board on the Effective Date (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 as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal
of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or


 


(iii)
Consummation of a reorganization, merger, statutory share exchange, or consolidation or similar transaction involving the Company or
any of its Related Entities, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition
of assets or equity of another entity by the Company or any of its Related Entities (each a “Business Combination”), in each
case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the Beneficial
Owners, respectively, of the Outstanding Company Stock and Outstanding Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than fifty percent (50%) of the value of the then outstanding equity securities and the
combined voting power of the then outstanding voting securities entitled to vote generally in the election of members of the board of
directors (or comparable governing body of an entity that does not have such a board), as the case may be, of the entity resulting from
such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company or all or substantially
all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the Outstanding Company Stock and Outstanding Company Voting Securities,
as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such entity resulting from
such Business Combination or any Person that as of the Effective Date owns Beneficial Ownership of a Controlling Interest) beneficially
owns, directly or indirectly, fifty percent (50%) or more of the value of the then outstanding equity securities of the entity resulting
from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent
that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the Board or other governing
body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business Combination; or


 


(iv)
Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.


 












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7.1.2
Adjustments to Awards. In the event that any extraordinary dividend or other distribution (whether in the form of cash, Common
Stock, or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination,
repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event affects the Common Stock and/or
such other securities of the Company or any other issuer such that a substitution, exchange, or adjustment is determined by the Committee
to be appropriate, then the Committee shall, in such manner as it may deem equitable, substitute, exchange, or adjust any or all of (A)
the number and kind of Shares that may be delivered in connection with Awards granted thereafter, (B) the number and kind of Shares by
which annual per-person Award limitations are measured under this Plan’s provisions, (C) the number and kind of Shares subject
to or deliverable in respect of outstanding Awards, (D) the exercise price, grant price or purchase price relating to any Award and/or
make provision for payment of cash or other property in respect of any outstanding Award, and (E) any other aspect of any Award that
the Committee determines to be appropriate.


 


7.1.3
Adjustments in Case of Certain Transactions. In the event of any merger, consolidation or other reorganization in which the Company
does not survive, or in the event of any Change in Control, any outstanding Awards may be dealt with in accordance with any of the following
approaches, as determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by
the Committee: (a) the continuation of the outstanding Awards by the Company, if the Company is a surviving entity, (b) the assumption
or substitution for, as those terms are defined in Section 7.1.1(b)(iv), the outstanding Awards by the surviving entity or its parent
or subsidiary, (c) full exercisability or vesting and accelerated expiration of the outstanding Awards, or (d) settlement of the value
of the outstanding Awards in cash or cash equivalents or other property followed by cancellation of such Awards (which value, in the
case of Stock Options, shall be measured by the amount, if any, by which the Fair Market Value of a share of Common Stock exceeds the
exercise or grant price of the Stock Option as of the effective date of the transaction). The Committee shall give written notice of
any proposed transaction referred to in this Section 7.1.3 a reasonable period of time prior to the closing date for such transaction
(which notice may be given either before or after the approval of such transaction), in order that Grantees may have a reasonable period
of time prior to the closing date of such transaction within which to exercise any Awards that are then exercisable (including any Awards
that may become exercisable upon the closing date of such transaction). A Grantee may condition his exercise of any Awards upon the consummation
of the transaction.


 


7.1.4
Other Adjustments. The Committee (and the Board) is authorized to make adjustments in the terms and conditions of, and the criteria
included in, Awards (including Performance Awards, or performance goals relating thereto) in recognition of unusual or nonrecurring events
(including, without limitation, acquisitions and dispositions of businesses and assets) affecting the Company, any Related Entity or
any business unit, or the financial statements of the Company or any Related Entity, or in response to changes in applicable laws, regulations,
accounting principles, tax rates and regulations or business conditions or in view of the Committee’s assessment of the business
strategy of the Company, any Related Entity or business unit thereof, performance of comparable organizations, economic and business
conditions, personal performance of a Grantee, and any other circumstances deemed relevant.


 


7.1.5
Fractional Shares. No adjustment or substitution provided for in this Section 7.1 shall require the Company to sell a fractional
share, and the total substitution or adjustment with respect to each outstanding Stock Option shall be limited accordingly.


 


7.1.6
Adjustment Certificates. Upon any adjustment made pursuant to this Section 7.1 the Company will, upon request, deliver to the
Grantee a certificate setting forth the exercise price thereafter in effect and the number and kind of shares or other securities thereafter
purchasable on the exercise of such Stock Option.


 







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7.2
General.


 


7.2.1
Each Stock Option and Stock Award shall be evidenced by an Award Agreement containing such terms and conditions, not inconsistent with
this Plan, as the Committee shall approve.


 


7.2.2
The granting of a Stock Option or Stock Award in any year shall not give the Grantee any right to similar grants in future years or any
right to be retained in the employ of the Company, and all Employees shall remain subject to discharge to the same extent as if this
Plan were not in effect.


 


7.2.3
No Officer, Employee, Director, or Consultant and no beneficiary or other person claiming under or through him, shall have any right,
title or interest by reason of any Stock Option or any Stock Award to any particular assets of the Company, or any shares of Common Stock
allocated or reserved for the purposes of this Plan or subject to any Stock Option or any Stock Award except as set forth herein. The
Company shall not be required to establish any fund or make any other segregation of assets to assure the payment of any Stock Option
or Stock Award.


 


7.2.4
Limits on Transferability.


 


(a)
Except to the extent otherwise provided in the respective Award Agreement, no Award, other right, or interest granted under this Plan
shall be pledged, hypothecated, or otherwise encumbered or subject to any lien, obligation, or liability of such Grantee to any party,
or assigned or transferred by such Grantee otherwise than by will or the laws of descent and distribution or to a Beneficiary upon the
death of a Grantee. Unless otherwise determined by the Committee in accordance with the provisions of the immediately preceding sentence,
an Award may be exercised during the lifetime of the Grantee only by the Grantee or, during the period the Grantee is under a Disability,
by the Grantee’s guardian or legal representative.


 


(b)
Notwithstanding Section 7.2.4(a), an Award other than an Incentive Stock Option may, in the Committee’s sole discretion, be transferable
by gift or domestic relations order to (i) the Grantee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law, father-in-law, daughter-in-law, son-in-law, brother-in-law, or sister-in-law, including
adoptive relationships (such persons, “Family Members”), (ii) a corporation, partnership, limited liability company, or other
business entity whose only stockholders, partners, or members, as applicable are the Grantee and/or Family Members, or (iii) a trust
in which the Grantee and/or Family Members have all of the beneficial interests, and subsequent to any such transfer any Award may be
exercised by any such transferee, provided, however, no Award may be transferred for value (as defined in the General Instructions to
Form S-8 Registration Statement).


 


(c)
Notwithstanding Sections 7.2.4(a) and 7.2.4(b), an Award may be transferred pursuant to a domestic relations order that would satisfy
Section 414(p)(1)(A) of the Code if such Section applied to an Award under this Plan, but only if the tax consequences flowing from the
assignment or transfer are specified in said order, the order is accompanied by signed agreement by both or all parties to the domestic
relations order, and, if requested by the Committee, an opinion is provided by qualified counsel for the Grantee that the order is enforceable
by or against this Plan under applicable law, and said opinion further specifies the tax consequences flowing from the order and the
appropriate tax reporting procedures for this Plan.


 


7.2.5
Notwithstanding any other provision of this Plan or agreements made pursuant thereto, the Company’s obligation to issue or deliver
any certificate or certificates for shares of Common Stock under a Stock Option or Stock Award, and the transferability of Common Stock
acquired by exercise of a Stock Option or grant of a Stock Award, shall be subject to all of the following conditions:


 


(a)
Any registration or other qualification of such shares under any state or federal law or regulation, or the maintaining in effect of
any such registration or other qualification that the Board shall, in its absolute discretion upon the advice of counsel, deem necessary
or advisable; and


 


(b)
The obtaining of any other consent, approval, or permit from any state or federal governmental agency that the Board shall, in its absolute
discretion upon the advice of counsel, determine to be necessary or advisable.


 


The
Company may, to the extent deemed necessary or advisable by the Committee, postpone the issuance or delivery of Common Stock or payment
of other benefits under any Award until completion of such registration or qualification of such Common Stock (including, but not limited
to, the conditions described in Sections 7.2.5(a) and 7.2.5(b) above) or other required action under any federal or state law, rule or
regulation, listing, or other required action with respect to any stock exchange or automated quotation system upon which the Shares
or other Company securities are listed or quoted, or compliance with any other obligation of the Company, as the Committee, may consider
appropriate, and may require any Grantee to make such representations, furnish such information and comply with or be subject to such
other conditions as it may consider appropriate in connection with the issuance or delivery of Shares or payment of other benefits in
compliance with applicable laws, rules, and regulations, listing requirements, or other obligations.


 







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7.2.6
All payments to Grantees or to their legal representatives shall be subject to any applicable tax, community property, or other statutes
or regulations of the United States or of any state or country having jurisdiction over such payments. The Grantee may be required to
pay to the Company the amount of any withholding taxes that the Company is required to withhold with respect to a Stock Option or its
exercise or a Stock Award. In the event that such payment is not made when due, the Company shall have the right to deduct, to the extent
permitted by law, from any payment of any kind otherwise due to such person all or part of the amount required to be withheld.


 


7.2.7
In the case of a grant of a Stock Option or Stock Award to any Employee of a Subsidiary, the Company may, if the Committee so directs,
issue or transfer the shares, if any, covered by the Stock Option or Stock Award to such Subsidiary, for such lawful consideration as
the Committee may specify, upon the condition or understanding that such Subsidiary will transfer the shares to the Employee in accordance
with the terms of the Stock Option or Stock Award specified by the Committee pursuant to the provisions of this Plan.


 


7.2.8
A Grantee entitled to Common Stock as a result of the exercise of a Stock Option or grant of a Stock Award shall not be deemed for any
purpose to be, or have rights as, a shareholder of the Company by virtue of such exercise, except to the extent that a stock certificate
is issued therefor and then only from the date such certificate is issued. No adjustments shall be made for dividends or distributions
or other rights for which the record date is prior to the date such stock certificate is issued. The Company shall issue any stock certificates
required to be issued in connection with the exercise of a Stock Option with reasonable promptness after such exercise.


 


7.2.9
The grant or exercise of Stock Options granted under this Plan or the grant of a Stock Award under this Plan shall be subject to, and
shall in all respects comply with, applicable law relating to such grant or exercise, or to the number of shares of Common Stock that
may be beneficially owned or held by any Grantee.


 


7.2.10
The Company intends that this Plan shall comply with the requirements of Rule 16b-3 (the “Rule”) under the Securities Exchange
Act of 1934, as amended, during the term of this Plan. Should any additional provisions be necessary for this Plan to comply with the
requirements of the Rule, the Board may amend this Plan to add to or modify the provisions of this Plan accordingly.


 


7.2.11
Code Section 409A.


 


(a)
If any Award constitutes a “nonqualified deferred compensation plan” under Section 409A of the Code (a “Section 409A
Plan”), then the Award shall be subject to the following additional requirements, if and to the extent required to comply with
Section 409A of the Code:


 


(i)
Payments under the Section 409A Plan may not be made earlier than (u) the Grantee’s separation from service, (v) the date the Grantee
becomes disabled, (w) the Grantee’s death, (x) a specified time (or pursuant to a fixed schedule) specified in the Award Agreement
at the date of the deferral of such compensation, (y) a change in the ownership or effective control of the corporation, or in the ownership
of a substantial portion of the assets of the corporation, or (z) the occurrence of an unforeseeable emergency;


 


(ii)
The time or schedule for any payment of the deferred compensation may not be accelerated, except to the extent provided in applicable
Treasury Regulations or other applicable guidance issued by the Internal Revenue Service;


 


(iii)
Any elections with respect to the deferral of such compensation or the time and form of distribution of such deferred compensation shall
comply with the requirements of Section 409A(a)(4) of the Code; and


 


(iv)
In the case of any Grantee who is specified employee, a distribution on account of a separation from service may not be made before the
date that is six (6) months after the date of the Grantee’s separation from service (or, if earlier, the date of the Grantee’s
death).


 


For
purposes of the foregoing, the terms “separation from service”, “disabled,” and “specified employee”,
all shall be defined in the same manner as those terms are defined for purposes of Section 409A of the Code, and the limitations set
forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section
409A of the Code that are applicable to the Award.


 







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(b)
The Award Agreement for any Award that the Committee reasonably determines to constitute a Section 409A Plan, and the provisions of this
Plan applicable to that Award, shall be construed in a manner consistent with the applicable requirements of Section 409A, and the Committee,
in its sole discretion and without the consent of any Grantee, may amend any Award Agreement (and the provisions of this Plan applicable
thereto) if and to the extent that the Committee determines that such amendment is necessary or appropriate to comply with the requirements
of Section 409A of the Code. No Section 409A Plan shall be adjusted, modified, or substituted for, pursuant to any provision of this
Plan, without the consent of the Grantee if any such adjustment, modification, or substitution would cause the Section 409A Plan to violate
the requirements of Section 409A of the Code.


 


(c)
The Company intends that this Plan shall comply with the requirements of Section 409A of the Code, to the extent applicable. Should any
changes to this Plan be necessary for this Plan to comply with the requirements of Section 409A, the Board may amend this Plan to add
to or modify the provisions of this Plan accordingly.


 


7.2.12
The validity, construction, and effect of this Plan, any rules and regulations under this Plan, and any Award Agreement shall be determined
in accordance with the laws of the State of California without giving effect to principles of conflict of laws, and applicable federal
law. Unless otherwise provided in the Award Agreement, recipients of an Award under this Plan are deemed to submit to the exclusive jurisdiction
and venue of the federal or state courts whose jurisdiction covers California to resolve any and all issues that may arise out of or
relate to this Plan or any related Award Agreement.


 


7.2.13
The Board shall have the authority to adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with
provisions of the laws of foreign countries in which the Company or its Related Entities may operate to assure the viability of the benefits
from Awards granted to Grantees performing services in such countries and to meet the objectives of this Plan.


 


7.2.14
The Company will seek stockholder approval in the manner and to the degree required under applicable laws. If the Company fails to obtain
any required stockholder approval of this Plan within twelve (12) months after the date this Plan is adopted by the Board, pursuant to
Section 422 of the Code, any Option granted as an Incentive Stock Option at any time under this Plan will not qualify as an Incentive
Stock Option within the meaning of the Code and will be deemed to be a Non-Statutory Stock Option.


 


 


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