Exhibit 10.1


 


WESTWATER RESOURCES,
INC.


EMPLOYMENT INDUCEMENT
INCENTIVE AWARD PLAN


 


ARTICLE 1 


PURPOSE


 


The
purpose of the Westwater Resources, Inc. Employment Inducement Incentive Award Plan (the “Plan”) is to promote the
success and enhance the value of Westwater Resources, Inc., a Delaware corporation (the “Company”) by linking the individual
interests of Eligible Individuals to those of the Company’s stockholders and by providing such individuals with an incentive for
outstanding performance to generate superior returns to the Company’s stockholders. The Plan is further intended to provide flexibility
to the Company and its subsidiaries in their ability to motivate, attract, and retain the services of Eligible Individuals upon whose
judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. Only Eligible Individuals
may receive Awards under the Plan.


 


ARTICLE 2


DEFINITIONS AND CONSTRUCTION


 


Wherever
the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise.
The singular pronoun shall include the plural where the context so indicates.


 


2.1       “Administrator”
means the entity that conducts the general administration of the Plan as provided in Article 8 hereof.


 


2.2       “Affiliate”
means any Subsidiary.


 


2.3       Deleted


 


2.4       “Applicable
Law” means any applicable law, including without limitation, (a) provisions of the Code, the Securities Act, the Exchange
Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements, or regulations,
whether federal, state, local or foreign; and (c) rules of any securities exchange, national market system or automated quotation
system on which the Shares are listed, quoted or traded.


 


2.5       “Award”
means a Performance Share award, Restricted Stock award, a Restricted Stock Unit award or a Stock Payment award which may be awarded or
granted under the Plan.


 


2.6       “Award
Agreement” means any written notice, agreement, contract or other instrument or document evidencing an Award, including through
electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine, consistent
with the Plan.


 


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


 






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2.8       “Change
in Control” means the occurrence of any of the following events:


 


(a)       a
 “Person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act) of more than fifty percent (50%) of the total voting power of the voting
Common Stock of the Company, on a fully diluted basis;


 


(b)       individuals
who on the Effective Date constitute the Board (together with any new Directors whose election by such Board or whose nomination by such
Board for election by the stockholders of the Company was approved by a vote of at least a majority of the members of such Board then
in office who either were members of such Board on the Effective Date or whose election or nomination for election was previously so approved)
cease for any reason to constitute a majority of the members of such Board then in office;


 


(c)       the
Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, other
than any such transaction in which the holders of securities that represented one hundred percent (100%) of the voting Common Stock of
the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger
or consolidation transaction) own directly or indirectly at least a majority of the voting power of the voting Common Stock of the surviving
Person in such merger or consolidation transaction immediately after such transaction; or


 


(d)       there
is consummated any direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation),
in one transaction or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries,
taken as a whole, to any “Person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange
Act).


 


Notwithstanding
the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides
for the deferral of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional
taxes under Section 409A of the Code, the transaction or event described in subsection (a), (b), (c) or (d) with respect to such Award
(or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also
constitutes a “change in control event” (within the meaning of Code Section 409A). Consistent with the terms of Section 2.8,
the Administrator shall have full and final authority to determine conclusively whether a Change in Control of the Company has occurred
pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto.


 


2.9       “Code”
means the Internal Revenue Code of 1986, as amended from time to time, together with the regulations and official guidance promulgated
thereunder, whether issued prior or subsequent to the grant of any Award.


 


2.10       “Committee”
means the Compensation Committee of the Board, or another committee or subcommittee of the Board described in Article 8 hereof.


 


2.11       “Common
Stock” means the common stock of the Company, par value $0.001 per share.


 






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2.12       “Company”
has the meaning provided in Article 1.


 


2.13       “Director”
means a member of the Board, as constituted from time to time.


 


2.15       “DRO”
means a “domestic relations order” as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974,
as amended from time to time, or the rules thereunder.


 


2.16       “Effective
Date” means the date on which the Plan is approved by the Board.


 


2.17       “Eligible
Individual” means any prospective Employee who is commencing employment with the Company or a Subsidiary, or is being rehired
following a bona fide period of non-employment by the Company or a Subsidiary, if he or she is granted an Award in connection
with his or her commencement of employment with the Company or a Subsidiary and such grant is an inducement material to his or her entering
into employment with the Company or a Subsidiary (within the meaning of NYSE American Company Guide Section 711 or any successor rule,
if the Company’s securities are traded on the NYSE American, and/or the applicable requirements of any other established stock exchange
on which the Company’s securities are traded, as applicable, as such rules and requirements may be amended from time to time). Notwithstanding
the foregoing, if the Company’s securities are traded on the NYSE American, an “Eligible Individual” shall not include
any prospective Employee who has previously been an Employee or Director of the Company unless following a bona fide period of non-employment by
the Company or a Subsidiary. The Administrator may in its discretion adopt procedures from time to time to ensure that a prospective Employee
is eligible to participate in the Plan prior to the granting of any Awards to such individual under the Plan (including without limitation
a requirement that each such prospective Employee certify to the Company prior to the receipt of an Award under the Plan that he or she
has had a bona fide period of non-employment, and that the grant of Awards under the Plan is an inducement material to his or
her agreement to enter into employment with the Company or a Subsidiary).


 


2.18       “Employee”
means any officer or other employee (within the meaning of Section 3401(c) of the Code) of the Company or any Subsidiary.


 


2.19       Deleted


 


2.20       “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time.


 


2.21       “Expiration
Date” has the meaning provided in Section 9.1 hereof.


 


2.22       “Fair
Market Value” means the fair market value of a Share for purposes of the Plan, which shall be determined as of any Grant Date
or other date as follows:


 


(a)        If
on such Grant Date or such other date for determinations under this Plan the Shares are listed on a stock exchange, or are publicly
traded on another established securities market (a “Securities Market”), the Fair Market Value of a share of a Share
shall be the closing price of the Common Stock on the Grant Date or the other determination date as reported on such stock exchange
or such Securities Market (provided that, if there is more than one such stock exchange or Securities Market, the Administrator
shall designate the appropriate stock exchange or Securities Market for purposes of the Fair Market Value determination). If there
is no such reported closing price on such Grant Date or the other date of determination under this Plan, the Fair Market Value of a
Share shall be the closing price of the Common Stock on the next preceding day on which any sale of Common Stock shall have been
reported on such stock exchange or such Securities Market.


 


(b)        If
on such Grant Date or such other determination date the Shares are not listed on a stock exchange or publicly traded on a Securities Market,
the Fair Market Value of a Share shall be the value of the Common Stock as determined by the Administrator by the reasonable application
of a reasonable valuation method, and if applicable, in a manner consistent with Code Section 409A.


 






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2.23       “Grant
Date” means, as determined by the Administrator, the latest to occur of: the date as of which the Committee approves the Award
or such later date as specified by the Committee in its approval.


 


2.24       “Independent
Director” means a Director of the Company who is not an Employee of the Company and who qualifies as “independent”
within the meaning of NYSE American Company Guide Section 803(A)(2), or any successor rule, if the Company’s securities are traded
on the NYSE American, and/or the applicable requirements of any other established stock exchange on which the Company’s securities
are traded, as applicable, as such rules and requirements may be amended from time to time.


 


2.25       Deleted


 


2.26       “Participant”
means an Eligible Individual who has been granted an Award pursuant to the Plan.


 


2.27       “Performance
Share” means a contractual right awarded under Section 6.1 hereof to receive a number of Shares based on the attainment
of specified performance goals or other criteria determined by the Administrator.


 


2.28       “Permitted
Transferee” means, with respect to a Participant, any “family member” of the Participant, as defined under the General
Instructions to Form S-8 Registration Statement under the Securities Act or any successor Form thereto, or any other transferee
specifically approved by the Administrator, after taking into account Applicable Law.


 


2.29       “Plan”
means this Westwater Resources, Inc. Employment Inducement Incentive Award Plan, as it may be amended from time to time.


 


2.30       “Program”
means any program adopted by the Administrator pursuant to the Plan containing the terms and conditions intended to govern a specified
type of Award granted under the Plan and pursuant to which such type of Award may be granted under the Plan.


 


2.31       “Restricted
Stock” means an award of Shares made under Article 5 hereof that is subject to certain restrictions on transfer and subject
to risk of forfeiture.


 






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2.32       “Restricted
Stock Unit” means a contractual right awarded under Section 6.2 hereof to receive in the future a Share.


 


2.33       “Securities
Act” means the Securities Act of 1933, as amended.


 


2.34       “Securities
Market” has the meaning provided in Section 2.22 hereof.


 


2.35       “Share
Limit” has the meaning provided in Section 3.1(a) hereof.


 


2.36       “Shares”
means shares of Common Stock.


 


2.37       “Stock
Payment” shall mean a payment in the form of Shares awarded under Section 6.3 hereof.


 


2.38       “Subsidiary”
shall mean (a) a corporation, association or other business entity of which fifty percent (50%) or more of the total combined voting
power of all classes of capital stock is owned, directly or indirectly, by the Company and/or by one or more Subsidiaries, (b) any
partnership or limited liability company of which fifty percent (50%) or more of the equity interests are owned, directly or indirectly,
by the Company and/or by one or more Subsidiaries, and (c) any other entity not described in clauses (a) or (b) above of which
fifty percent (50%) or more of the ownership and the power (whether voting interests or otherwise), pursuant to a written contract or
agreement, to direct the policies and management or the financial and the other affairs thereof, are owned or controlled by the Company
and/or by one or more Subsidiaries; notwithstanding the foregoing, if any Award is deferred compensation subject to Code Section 409A,
a higher than 50% ownership by the Company or Subsidiary will be used if so required under Code Section 409A.


 


2.39       Deleted.


 


2.40       “Termination
of Service” shall mean a Participant’s termination of employment with the Company or Subsidiary, and notwithstanding the
foregoing, to the extent required by Code Section 409A, it shall mean a separation from service within the meaning of Code Section 409A.
Unless the Administrator otherwise provides in an Award Agreement, in another agreement with the Participant or otherwise in writing after
such Award Agreement is entered into, but prior to a Participant’s Termination of Service, upon a Participant’s Termination
of Service, any Award held by such Participant that has not vested, or with respect to which all applicable restrictions and conditions
has not lapsed, shall immediately be deemed forfeited. Upon forfeiture of such Award, the Participant thereof shall have no further rights
with respect thereto, including any right to vote such Restricted Stock or any right to receive dividends with respect to such Restricted
Stock or Stock Units.


 


The
Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of
Service, including, without limitation, whether a Termination of Service has occurred, whether any Termination of Service resulted
from a discharge for cause and whether any particular leave of absence constitutes a Termination of Service. For purposes of the
Plan, a Participant’s employee-employer relationship shall be deemed to be terminated in the event that the Subsidiary
employing such Participant ceases to remain a Subsidiary following any merger, sale of stock or other corporate transaction or event
(including, without limitation, a spin-off).


 






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ARTICLE 3


SHARES SUBJECT TO THE
PLAN


 


 3.1          Number of Shares




 


(a)       Subject
to Sections 3.1(b), 9.1 and 9.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the
Plan shall be equal to 250,000 (the “Share Limit”). Notwithstanding the foregoing, to the extent permitted under Applicable
Law and applicable stock exchange rules, Awards that provide for the delivery of Shares subsequent to the applicable Grant Date may be
granted in excess of the Share Limit if such Awards provide for the forfeiture or cash settlement of such Awards to the extent that insufficient
Shares remain under the Share Limit at the time that Shares would otherwise be issued in respect of such Award.


 


(b)       To
the extent permitted by Applicable Law or the applicable stock exchange rules, if any Shares subject to an Award are forfeited or expire
or such Award is settled for cash (in whole or in part), the Shares subject to such Award shall, to the extent of such forfeiture, expiration
or cash settlement, again be available for future grants of Awards under the Plan and shall be added back to the Share Limit in the same
number of Shares as were debited from the Share Limit in respect of the grant of such Award (as may be adjusted in accordance with Section 9.2
hereof). Notwithstanding anything to the contrary contained herein, Shares tendered by the Participant or withheld by the Company to satisfy
any tax withholding obligation with respect to an Award shall not be added back to the Share Limit and will not be available for future
grants of Awards. Unless otherwise determined by the Board, any Shares repurchased by the Company under Section 5.4 hereof at the
same price paid by the Participant so that such Shares are returned to the Company will again be available for Awards.


 


3.2       Stock
Distributed


 


Any
Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock
or Common Stock purchased on the open market.


 


ARTICLE 4


GRANTING OF AWARDS


 


4.1       Participation 


 


The
Administrator may, from time to time, select from among all Eligible Individuals, those to whom one or more Awards shall be granted and
shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan to be inducement
Awards under the applicable stock exchange rules and Applicable Law. No Eligible Individual shall have any right to be granted an Award
pursuant to the Plan.


 






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4.2       Award
Agreement


 


Each
Award shall be evidenced by an Award Agreement stating the terms and conditions applicable to such Award, consistent with the requirements
of the Plan and any applicable Program.


 


4.3       Limitations
Applicable to Section 16 Persons


 


Notwithstanding
anything contained herein to the contrary, with respect to any Award granted or awarded to any individual who is then subject to Section 16
of the Exchange Act, the Plan, any applicable Program and the applicable Award Agreement shall be subject to any additional limitations
set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act
and any amendments thereto) that are requirements for the application of such exemptive rule, and such additional limitations shall be
deemed to be incorporated by reference into such Award to the extent permitted by Applicable Law.


 


4.4       At-Will Service


 


Nothing
in the Plan or in any Program or Award Agreement hereunder shall confer upon any Participant any right to continue as an Employee, or
shall interfere with or restrict in any way the rights of the Company or any Subsidiary, which rights are hereby expressly reserved, to
discharge any Participant at any time for any reason whatsoever, with or without cause, and with or without notice, or to terminate or
change all other terms and conditions of any Participant’s employment or engagement, except to the extent expressly provided otherwise
in a written agreement between the Participant and the Company or any Subsidiary.


 


4.5       Foreign
Participants


 


Notwithstanding
any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Subsidiaries
operate or have Employees, or in order to comply with the requirements of any foreign securities exchange, the Administrator, in
its sole discretion, shall have the power and authority to:


 


(a)       determine
which Subsidiaries shall be covered by the Plan;


 


(b)       determine
which Eligible Individuals outside the United States are eligible to participate in the Plan;


 


(c)       modify
the terms and conditions of any Program or any Award granted to Eligible Individuals outside the United States to comply with applicable
foreign laws or listing requirements of any such foreign securities exchange;


 


(d)       establish
subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; provided, however,
that no such subplans and/or modifications shall increase the Share Limit; and


 


(e)       take
any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local
governmental regulatory exemptions or approvals or listing requirements of any such foreign securities exchange. Notwithstanding the
foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate Applicable
Law.


 






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4.6       Stand-Alone
and Tandem Awards


 


Awards
granted pursuant to the Plan may, in the sole discretion of the Administrator, be granted either alone, in addition to, or in tandem with,
any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the
same time as or at a different time from the grant of such other Awards.


 


ARTICLE 5


RESTRICTED STOCK


 


5.1       Award
of Restricted Stock


 


(a)       The
Administrator is authorized to grant Restricted Stock to Eligible Individuals, and shall determine the terms and conditions, including
the restrictions applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan, and
may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.


 


(b)       Unless
otherwise determined by the Board, the Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock; provided, however,
that if a purchase price is charged, such purchase price shall be no less than the par value of the Shares to be purchased, unless otherwise
permitted by Applicable Law. In all cases, legal consideration shall be required for each issuance of Restricted Stock to the extent required
by Applicable Law.


 


5.2       Rights
as Stockholders


 


Subject
to Section 5.4 hereof, upon issuance of Restricted Stock, the Participant shall have, unless otherwise provided by the Administrator,
all the rights of a stockholder with respect to said Shares, subject to the restrictions in an applicable Program or in the applicable
Award Agreement, including voting rights and the right to receive all dividends and other distributions paid or made with respect to the
Shares; provided, however, that, in the sole discretion of the Administrator as provided in the Award Agreement,
any extraordinary distributions with respect to the Shares shall be subject to the restrictions set forth in Section 5.3 hereof.


 


5.3       Restrictions


 


All
shares of Restricted Stock (including any shares received by Participants thereof with respect to shares of Restricted Stock as a
result of stock dividends, stock splits or any other form of recapitalization) shall, in the terms of an applicable Program or the
applicable Award Agreement, be subject to such restrictions and vesting requirements as the Administrator shall provide. Such
restrictions may include, without limitation, restrictions concerning voting rights and transferability and such restrictions may
lapse separately or in combination at such times and pursuant to such circumstances or based on such criteria as selected by the
Administrator, including, without limitation, criteria based on the Participant’s continued service with the Company or a
Subsidiary, any performance criteria, Company or Subsidiary performance, individual performance or other criteria selected by the
Administrator. By action taken after the Restricted Stock is issued, the Administrator may, on such terms and conditions as it may
determine to be appropriate, accelerate the vesting of such Restricted Stock by removing any or all of the restrictions imposed by
the terms of any applicable Program or by the applicable Award Agreement. Restricted Stock may not be sold, transferred or
encumbered until all restrictions are terminated or expire.


 






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5.4       Repurchase
or Forfeiture of Restricted Stock


 


If
no purchase price was paid by the Participant for the Restricted Stock, upon a Termination of Service, the Participant’s rights
in unvested Restricted Stock then subject to restrictions shall lapse, and such Restricted Stock shall be surrendered to the Company and
cancelled without consideration. If a purchase price was paid by the Participant for the Restricted Stock, upon a Termination of Service
the Company shall have the right to repurchase from the Participant the unvested Restricted Stock then-subject to restrictions at a cash
price per share equal to the price paid by the Participant for such Restricted Stock or such other amount as may be specified in an applicable
Program or the applicable Award Agreement. The Administrator in its sole discretion may provide in the Award Agreement that, upon certain
events, including without limitation a Change in Control, the Participant’s death, retirement or disability, any other specified
Termination of Service or any other event, the Participant’s rights in unvested Restricted Stock shall not terminate, such Restricted
Stock shall vest and cease to be forfeitable and, if applicable, the Company shall cease to have a right of repurchase.


 


5.5       Certificates
for Restricted Stock


 


Restricted
Stock granted pursuant to the Plan may be evidenced in such manner as the Administrator shall determine. Certificates or book entries
evidencing shares of Restricted Stock must include an appropriate legend referring to the terms, conditions, and restrictions applicable
to such Restricted Stock, and the Company may, in its sole discretion, retain physical possession of any stock certificate until such
time as all applicable restrictions lapse.


 


5.6       Section
83(b) Election


 


If
a Participant makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Stock as of the Grant
Date of the Restricted Stock rather than as of the date or dates upon which the Participant would otherwise be taxable under Section 83(a)
of the Code, the Participant shall be required to deliver a copy of such election to the Company promptly after filing such election with
the Internal Revenue Service. Notwithstanding the foregoing, the Participant shall be solely responsible for any tax consequences of such
election, including, without limitation, the timeliness of such election.


 






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ARTICLE 6


PERFORMANCE SHARE AWARDS;
RESTRICTED STOCK UNITS


STOCK PAYMENTS; and
OTHER INCENTIVE AWARDS


 


6.1       Performance
Share Awards


 


Any
Eligible Individual selected by the Administrator may be granted one or more Performance Share Awards which shall be denominated in a
number of Shares and the vesting of which may be linked to any specific performance criteria (in each case on a specified date or dates
or over any period or periods determined by the Administrator) and/or time-vesting or other criteria, as determined by the Administrator.


 


6.2       Restricted
Stock Units


 


The
Administrator is authorized to grant Restricted Stock Units to any Eligible Individual. The number and terms and conditions of Restricted
Stock Units shall be determined by the Administrator. The Administrator shall specify the date or dates on which the Restricted Stock
Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including conditions
based on any specific criteria, including service to the Company or any Subsidiary and/or the attainment of any performance goals, in
each case, on a specified date or dates or over any period or periods, as determined by the Administrator. The Administrator shall specify,
or permit the Participant to elect, the conditions and dates upon which the Shares underlying the Restricted Stock Units shall be issued,
which dates shall not be earlier than the date as of which the Restricted Stock Units vest and become nonforfeitable and which conditions
and dates shall be consistent with the applicable provisions of Section 409A of the Code or an exemption therefrom. On the distribution
dates, the Company shall issue to the Participant one unrestricted, fully transferable Share (or the Fair Market Value of one such Share
in cash) for each vested and nonforfeitable Restricted Stock Unit.


 


6.3       Stock
Payments


 


The
Administrator is authorized to make one or more Stock Payments to any Eligible Individual. The number or value of Shares of any Stock
Payment shall be determined by the Administrator and may be based upon any specific criteria, including service to the Company or any
Subsidiary, and/or the attainment of any performance goals, determined by the Administrator. Stock Payments may, but are not required
to be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to such Eligible Individual.


 


6.4       Other
Terms and Conditions


 


All
applicable terms and conditions of each Award described in this Article 6, including without limitation, as applicable, the term, vesting
conditions and exercise/purchase price applicable to the Award, shall be set by the Administrator in its sole discretion, provided, however,
that the value of the consideration paid by a Participant for an Award shall not be less than the par value of a Share, unless otherwise
permitted by Applicable Law.


 


6.5       Exercise
upon Termination of Service


 


Awards
described in this Article 6 are exercisable or distributable, as applicable, only while the Participant is an Employee. The Administrator,
however, in its sole discretion may provide that such Award may be exercised or distributed subsequent to a Termination of Service as
provided under an applicable Program, Award Agreement, payment deferral election and/or in certain events, including without limitation,
a Change in Control, the Participant’s death, retirement or disability or any other specified Termination of Service; provided
that it is in accordance with Code Section 409A to the extent Code Section 409A applies to the Award or in accordance with Code Section
83 to the extent Code Section 83 applies to the Award.


 






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ARTICLE 7


ADDITIONAL TERMS OF
AWARDS


 


7.1       Payment


 


The
Administrator shall determine the methods by which payments by any Participant with respect to any Awards granted under the Plan shall
be made, including, without limitation:


 


(a)       cash
or check;


 


(b)       Shares
(including, in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award) held for
such period of time as may be required by the Administrator in order to avoid adverse accounting consequences, in each case, having a
Fair Market Value on the date of delivery equal to the aggregate payments required;


 


(c)       other
form of legal consideration acceptable to the Administrator.


 


The
Administrator shall also determine the methods by which Shares shall be delivered or deemed to be delivered to Participants. Notwithstanding
any other provision of the Plan to the contrary, no Participant who is a Director or an “executive officer” of the Company
within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under
the Plan, or continue any extension of credit with respect to such payment with a loan from the Company or a loan arranged by the Company
in violation of Section 13(k) of the Exchange Act.


 


7.2       Tax
Withholding


 


The
Company and its Subsidiaries shall have the authority and the right to deduct or withhold, or require a Participant to remit to the
Company or a Subsidiary, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s
social security, Medicare and any other employment tax obligation) required by Applicable Law to be withheld with respect to any
taxable event concerning a Participant arising in connection with any Award. The Administrator may in its sole discretion and in
satisfaction of the foregoing requirement allow a Participant to satisfy such obligations by any payment means described in
Section 7.1 hereof, including without limitation, by allowing such Participant to elect to have the Company or a Subsidiary
withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld
or surrendered shall be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase no
greater than the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and
foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income.


 






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7.3       Transferability
of Awards.


 


(a)       Except
as otherwise provided in Section 7.3(b) or (c) hereof:


 


(i)       No
Award under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution
or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised, or the Shares underlying
such Award have been issued, and all restrictions applicable to such Shares have lapsed, and no Award shall be transferred pursuant to
a DRO if it would violate Applicable Law, including the applicable stock exchange rules and Code Sections 409A and 83;


 


(ii)       No
Award or interest or right therein shall be subject to the debts, contracts or engagements of the Participant or his/her successors in
interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any
other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or
any other legal or equitable proceedings (including bankruptcy) unless and until such Award has been exercised, or the Shares underlying
such Award have been issued, and all restrictions applicable to such Shares have lapsed, and any attempted disposition of an Award prior
to the satisfaction of these conditions shall be null and void and of no effect, except to the extent that such disposition is permitted
by clause (i) of this provision; and


 


(iii)       During
the lifetime of the Participant, only the Participant may exercise an Award (or any portion thereof) granted to him/her under the Plan,
unless it has been disposed of pursuant to a DRO; after the death of the Participant, any exercisable portion of an Award may, prior to
the time when such portion becomes unexercisable under the Plan or the applicable Program or Award Agreement, be exercised by his/her
personal representative or by any person empowered to do so under the deceased Participant’s will or under the then-applicable laws
of descent and distribution.


 


(b)       Notwithstanding
Section 7.3(a) hereof, a Permitted Transferee of such Participant may transfer an Award to any one or more Permitted Transferees
of such Participant, subject to the following terms and conditions:


 


(i)       an
Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee (other than to another
Permitted Transferee of the applicable Participant) other than by will or the laws of descent and distribution;


(ii)       an
Award transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to
the original Participant (other than the ability to further transfer the Award); and


 


(iii)       the
Participant (or transferring Permitted Transferee) and the Permitted Transferee shall execute any and all documents requested by the
Administrator, including without limitation, documents to (A) confirm the status of the transferee as a Permitted Transferee,
(B) satisfy any requirements for an exemption for the transfer under applicable federal, state and foreign securities laws and
(C) evidence the transfer.


 






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(c)       Notwithstanding
Section 7.3(a) hereof, a Participant may, in the manner determined by the Administrator, designate a beneficiary to exercise the
rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary,
legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions
of the Plan and any Program or Award Agreement applicable to the Participant, except to the extent the Plan, the Program and the Award
Agreement may otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Administrator. If the Participant
is married or a domestic partner in a domestic partnership qualified under Applicable Law and resides in a “community property”
state, a designation of a person other than the Participant’s spouse or domestic partner, as applicable, as his or her beneficiary
with respect to more than fifty percent (50%) of the Participant’s interest in the Award shall not be effective without the prior
written or electronic consent of the Participant’s spouse or domestic partner. If no beneficiary has been designated or survives
the Participant, payment shall be made to the person entitled thereto pursuant to the Participant’s will or the laws of descent
and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided
the change or revocation is delivered to the Administrator prior to the Participant’s death.


 


7.4       Conditions
to Issuance of Shares


 


(a)       Notwithstanding
anything herein to the contrary, neither the Company nor its Affiliates shall be required to issue or deliver any certificates or make
any book entries evidencing Shares pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice
of counsel, that the issuance of such Shares is in compliance with Applicable Law, and the Shares are covered by an effective registration
statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Administrator may require
that a Participant make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems advisable
in order to comply with any such laws, regulations, or requirements.


 


(b)       All
Share certificates delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any stop-transfer
orders and other restrictions as the Administrator deems necessary or advisable to comply with Applicable Law. The Administrator may place
legends on any Share certificate or book entry to reference restrictions applicable to the Shares.


 


(c)       The
Administrator shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement,
distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator.


 






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(d)       No
fractional Shares shall be issued and, including for tax purposes, the Administrator shall round down to avoid the issuance of fractional
Shares.


 


(e)       Notwithstanding
any other provision of the Plan, unless otherwise determined by the Administrator or required by Applicable Law, the Company and/or its
Affiliates may, in lieu of delivering to any Participant certificates evidencing Shares issued in connection with any Award, record the
issuance of Shares in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).


 


7.5       Forfeiture
and Claw-Back Provisions


 


(a)       Pursuant
to its general authority to determine the terms and conditions applicable to Awards under the Plan, the Administrator shall have the right
to provide, in the terms of Awards made under the Plan, or to require a Participant to agree by separate written or electronic instrument,
that:


 


(i)       any
proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt or exercise of the Award,
or upon the receipt or resale of any Shares underlying the Award, must be paid to the Company, and


 


(ii)       the
Award shall terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited, if (x) a Termination of
Service occurs prior to a specified date, or within a specified time period following receipt or exercise of the Award, (y) the Participant
at any time, or during a specified time period, engages in any activity in competition with the Company, or which is inimical, contrary
or harmful to the interests of the Company, as further defined by the Administrator or (z) the Participant incurs a Termination of
Service for cause; and


 


(b)       All
Awards (including any proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt
or exercise of any Award or upon the receipt or resale of any Shares underlying the Award) shall be subject to the applicable provisions
of any claw-back policy implemented by the Company, whether implemented prior to or after the grant of such Award, including without limitation,
any claw-back policy adopted to comply with the requirements of Applicable Law.


 


7.6       Limits
on Amending Outstanding Awards


 


Except
as provided in Section 9.9 and subject to Section 9.2 hereof, the Administrator shall not have the authority, without the approval
of the stockholders of the Company, to amend any outstanding award or to cancel and replace an Award.


 






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7.7       Cash
Settlement


 


Without
limiting the generality of any other provision of the Plan, the Administrator may provide, in an Award Agreement or subsequent to the
grant of an Award, in its discretion, that any Award may be settled in cash, Shares or a combination thereof.


 


7.8       Leave
of Absence and Part-Time Employees


 


Unless
the Administrator provides otherwise, vesting of Awards granted hereunder shall be suspended during any unpaid leave of absence in accordance
with Applicable Law or in the event that a Participant, initially hired as a full-time employee later serves as a part-time employee.
A Participant shall not cease to be considered an Employee in the case of any bona fide leave of absence or in the case of part-time employee
status each as approved by the Company; provided that such leave of absence or part-time status does not affect the specific terms
applying to the Participant’s Award, including compliance with the Code or other Applicable Law.


 


7.9       Terms
May Vary Between Awards


 


The
terms and conditions of each Award shall be determined by the Administrator in its sole discretion and the Administrator shall have complete
flexibility to provide for varied terms and conditions as between any Awards, whether of the same or different Award type and/or whether
granted to the same or different Participants (in all cases, subject to the terms and conditions of the Plan).


 


ARTICLE 8


ADMINISTRATION


 


8.1       Administrator


 


The
Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under the Plan) shall administer
the Plan (except as otherwise permitted herein) and, unless otherwise determined by the Board, shall consist solely of two or more Independent
Directors appointed by and holding office at the pleasure of the Board, each of whom is intended to qualify as a “non-employee director”
as defined by Rule 16b-3 of the Exchange Act and an “independent director” under the rules of any securities exchange
or automated quotation system on which the Shares are listed, quoted or traded, in each case, to the extent required under such provision; provided, however,
that any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action
are later determined not to have satisfied the requirements for membership set forth in this Section 8.1 or otherwise provided in
the Company’s charter or Bylaws or in any charter of the Committee. Except as may otherwise be provided in any charter of the Committee,
appointment of Committee members shall be effective upon acceptance of appointment, Committee members may resign at any time by delivering
written or electronic notice to the Board, and vacancies in the Committee may only be filled by the Board.


 






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8.2       Duties
and Powers of Administrator


 


It
shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with its provisions. The Administrator
shall have the power to interpret the Plan and all Programs and Award Agreements, to provide omitted definitions or terms, to adopt such
rules for the administration, interpretation and application of the Plan and any Program as are not inconsistent with the Plan, to interpret,
amend or revoke any such rules and the limited power to amend any Program or Award Agreement pursuant to the limitations of Section 7.6
and provided that the rights or obligations of the holder of the Award that is the subject of any such Program or Award Agreement are
not affected adversely by such amendment, unless the consent of the Participant is obtained or such amendment is otherwise permitted under
Section 9.9 hereof. Any Award under the Plan need not be the same with respect to each Participant. In its sole discretion, the Board
may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan except with respect to matters
which under Rule 16b-3 under the Exchange Act or the rules of any securities exchange or automated quotation system on which
the Shares are listed, quoted or traded are required to be determined in the sole discretion of the Committee.


 


8.3       Action
by the Committee


 


Unless
otherwise established by the Board, in the Company’s charter or Bylaws, in any charter of the Committee or as required by Applicable
Law, a majority of the Committee shall constitute a quorum and the acts of a majority of the members present at any meeting at which a
quorum is present, and acts approved in writing by all members of the Committee in lieu of a meeting, shall be deemed the acts of the
Committee. To the greatest extent permitted by Applicable Law, each member of the Committee is entitled to, in good faith, rely or act
upon any report or other information furnished to that member by any officer or other employee of the Company or any Subsidiary, the Company’s
independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist
in the administration of the Plan.


 


8.4       Authority
of Administrator


 


Subject
to any specific designation in the Plan and Applicable Law, the Administrator has the exclusive power, authority and sole discretion to:


 


(a)              
Adopt procedures from time to time intended to ensure that an individual is an Eligible Individual prior to the granting of any
Awards to such individual under the Plan (including without limitation a requirement, if any, that each such individual certify to the
Company prior to the receipt of an Award under the Plan that he or she has not been previously employed, has had a bona fide period of non-employment, and
that the grant of Awards under the Plan is an inducement material to his or her agreement to enter into employment with the Company or
a Subsidiary);


 


(b)              
Designate Eligible Individuals to receive Awards;


 


(c)              
Determine the type or types of Awards to be granted to each Eligible Individual;


 






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(d)              
 Determine the number of Awards to be granted and the number of Shares to which an Award will relate;


 


(e)              
Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price,
grant price, or purchase price, any performance criteria, any restrictions or limitations on the Award, any schedule for vesting, lapse
of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions
related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Administrator
in its sole discretion determines;


 


(f)               
Determine whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may
be paid in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;


 


(g)              
Prescribe the form of each Award Agreement, which need not be identical for each Participant;


 


(h)              
Decide all other matters that must be determined in connection with an Award;


 


(i)                
Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;


 


(j)                
Interpret the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement;


 


(k)              
Accelerate wholly or partially the vesting or lapse of restrictions of any Award or portion thereof at any time after the grant
of an Award, subject to whatever terms and conditions it selects and Section 9.2; and


 


(l)                
Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or
advisable to administer the Plan.


 


8.5       Actions
Required Upon Grant of Award


 


Following
the issuance of any Award under the Plan, the Company shall comply with any applicable announcement and notification requirements set
forth in the listing requirements of the applicable securities exchange.


 


8.6       Decisions
Binding


 


The
Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Program, any Award Agreement and all decisions
and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties.


 






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ARTICLE 9


MISCELLANEOUS PROVISIONS


 


9.1       Amendment,
Suspension or Termination of the Plan


 


Except
as otherwise provided in this Section 9.1, and if in compliance with applicable rules of the NYSE American, the Plan may be wholly
or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator. Except as provided
in Sections 9.2 and 9.9 hereof, no amendment, suspension or termination of the Plan shall, without the consent of the Participant,
impair any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides.
No Awards may be granted or awarded during any period of suspension or after termination of the Plan, and in no event may any Award be
granted under the Plan after the tenth (10th) anniversary of the date of its adoption (the “Expiration Date”).
Any Awards that are outstanding on the Expiration Date, or the date of termination of the Plan (if earlier), shall remain in force according
to the terms of the Plan and the applicable Award Agreement.


 


 9.2       Effect of Changes in Capitalization




 


(a)              
If the number of outstanding shares of Common Stock is increased or decreased or the Shares are changed into or exchanged for a
different number of shares or kind of capital stock or other securities of the Company on account of any recapitalization, reclassification,
stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital
stock, or other increase or decrease in Shares effected without receipt of consideration by the Company occurring after the Effective
Date, the number and kinds of shares of stock for Awards may be made under the Plan, including the share limits set forth in Section 3.1,
shall be adjusted proportionately and accordingly by the Administrator. In addition, the number and kind of shares of Common Stock for
which Awards are outstanding shall be adjusted proportionately and accordingly by the Administrator so that the proportionate interest
of the Participant therein immediately following such event shall, to the extent practicable, be the same as immediately before such event.
The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of
consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s stockholders of securities of any
other entity or other assets (including an extraordinary dividend, but excluding a non-extraordinary dividend, declared and paid by the
Company) without receipt of consideration by the Company, the Administrator shall, in such manner as the Administrator deems appropriate,
adjust the number and kind of shares of Common Stock subject to outstanding Awards as required to reflect such distribution.


 


(b)               Subject
to Section 9.2(c), if the Company shall be the surviving entity in any reorganization, merger or consolidation of the Company with
one or more other entities which does not constitute a Change in Control, any Award theretofore granted pursuant to the Plan shall
pertain to and apply to the securities to which a holder of the number of Shares subject to such Award would have been entitled
immediately following such reorganization, merger or consolidation. Subject to any contrary language in an Award Agreement or in
another agreement with the Participant, or otherwise set forth in writing, any restrictions applicable to such Award shall apply as
well to any replacement shares received by the Participant as a result of such reorganization, merger or consolidation. In the event
of any reorganization, merger or consolidation of the Company referred to in this Section 9.2(b), Performance Awards shall be
adjusted so as to apply to the securities that a holder of the number of Shares subject to the Performance Awards would have been
entitled to receive immediately following such reorganization, merger or consolidation.


 






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(c)              
Except as otherwise provided in the applicable Award Agreement or in another agreement with the Participant, or as otherwise set
forth in writing, upon the occurrence of a Change in Control in which outstanding Awards are not being assumed or continued, which such
continuation or assumption shall be determined by the Administrator in its sole discretion, the following provisions shall apply to such
Award, to the extent not assumed or continued:


 


(i)                
in each case with the exception of Performance Awards, all outstanding Restricted Stock shall be deemed to have vested, all Restricted
Stock Units shall be deemed to have vested and the Shares subject thereto shall be delivered, immediately prior to the occurrence of such
Change in Control subject to the following. The Administrator may elect, in its sole discretion, to cancel any outstanding Restricted
Stock and/or Restricted Stock Units and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or securities
having a value (as determined by the Administrator acting in good faith) equal to the formula or fixed price per share paid to holders
of Shares pursuant to such Change in Control.


 


(ii)             
For Performance Awards denominated in Common Stock, if less than half of the performance period has lapsed, such Awards shall be
treated as though target performance has been achieved. If at least half the performance period has lapsed, actual performance to date
shall be determined as of a date reasonably proximal to the date of consummation of the Change in Control as determined by the Administrator
in its sole discretion, and that level of performance thus determined shall be treated as achieved immediately prior to occurrence of
the Change in Control. For purposes of the preceding sentence, if, based on the discretion of the Administrator, actual performance is
not determinable, the Awards shall be treated as though target performance has been achieved. After application of this Section 9.2(c)(ii),
if any Awards arise from application of this Article 9, such Awards shall be settled under the applicable provision of Section 9.2(c)(i).


 


(iii)           
Other Awards shall be governed by the terms of the applicable Award Agreement.


 


(d)              
Except as otherwise provided in the applicable Award Agreement or in another agreement with the Participant, or as otherwise set
forth in writing, upon the occurrence of a Change in Control in which outstanding Restricted Stock, Restricted Stock Units, or other Awards
are being assumed or continued, which such continuation or assumption shall be determined by the Administrator in its sole discretion,
the following provisions shall apply to such Award, to the extent assumed or continued:


 


(i)                 
The Plan and the Restricted Stock, Restricted Stock Units, and other Awards granted under the Plan shall continue in the manner and
under the terms so provided in the event of any Change in Control to the extent that provision is made in writing in connection with
such Change in Control for the assumption or continuation of such Restricted Stock, Restricted Stock Units, and other Awards, or for
the substitution for such Restricted Stock, Restricted Stock Units, and other Awards of new restricted stock, common stock units,
and other equity-based awards relating to the stock of a successor entity, or a parent or subsidiary thereof, with appropriate
adjustments as to the number of shares disregarding any consideration that is not Common Stock. In the event an Award is assumed,
continued or substituted upon the consummation of any Change in Control and the employment of such Participant with the Company or a
Subsidiary is terminated without cause within one year following the consummation of such Change in Control, such Award shall be
fully vested and may be exercised in full, to the extent applicable, beginning on the date of such termination and for the one-year
period immediately following such termination or for such longer period as the Administrator shall determine.


 






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9.3       No
Stockholders Rights


 


Except
as otherwise provided herein (including under Section 5.2) or in an applicable Program or Award Agreement, a Participant shall have none
of the rights of a stockholder with respect to Shares covered by any Award until the Participant becomes the record owner of such Shares.


 


9.4       Paperless
Administration


 


In
the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation,
granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation,
granting or exercise of Awards by a Participant may be permitted through the use of such an automated system.


 


9.5       Effect
of Plan upon Other Compensation Plans


 


The
adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any Affiliate. Nothing in
the Plan shall be construed to limit the right of the Company or any Subsidiary: (a) to establish any other forms of incentives or
compensation for Employees of the Company or any Subsidiary or (b) to grant or assume options or other rights or awards otherwise
than under the Plan in connection with any proper corporate purpose including without limitation, the grant or assumption of options in
connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation,
partnership, limited liability company, firm or association.


 


9.6       Compliance
with Laws


 


The
Plan, the granting and vesting of Awards under the Plan, the issuance and delivery of Shares and the payment of money under the Plan
or under Awards granted or awarded hereunder are subject to compliance with all Applicable Law and to such approvals by any listing,
regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection
therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities
shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or
desirable to assure compliance with all Applicable Law. To the extent permitted by Applicable Law, the Plan and Awards granted or
awarded hereunder shall be deemed amended to the extent necessary to conform to such Applicable Law.


 






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9.7       Titles
and Headings, References to Sections of the Code or Exchange Act


 


The
titles and headings of the sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the
Plan, rather than such titles or headings, shall control. References to sections of the Code or the Exchange Act shall include any amendment
or successor thereto.


 


9.8       Governing
Law


 


The
Plan and any Programs or Award Agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State
of Delaware without regard to conflicts of laws thereof.


 


9.9       Section
409A


 


To
the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A of the Code, the Plan,
any applicable Program and the Award Agreement covering such Award shall be interpreted in accordance with Section 409A of the Code.
If a Participant is a “specified employee” as defined under Code Section 409A and the Participant’s Award is to be settled
on account of the Participant’s separation from service (for reasons other than death) and such Award constitutes “deferred
compensation” as defined under Code Section 409A, then any portion of the Participant’s Award that would otherwise be settled
during the six-month period commencing on the Participant’s separation from service shall be settled as soon as practicable following
the conclusion of the six-month period (or following the Participant’s death if it occurs during such six-month period). Notwithstanding
any provision of the Plan to the contrary, in the event that, following the Effective Date, the Administrator determines that any Award
may be subject to Section 409A of the Code, the Administrator may adopt such amendments to the Plan, any applicable Program and the
Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take
any other actions, that the Administrator determines are necessary or appropriate to avoid the imposition of taxes on the Award under
Section 409A of the Code, either through compliance with the requirements of Section 409A of the Code or with an available exemption
therefrom, provided, however, that this Section 9.9 shall not create an obligation on the part of the Company to adopt any such amendment,
policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so.


 


9.10       No
Rights to Awards


 


No
Eligible Individual or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the
Administrator is obligated to treat Eligible Individuals, Participants or any other persons uniformly.


 






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9.11       Unfunded
Status of Awards


 


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


 


9.12       Indemnification


 


To
the extent allowable pursuant to Applicable Law and the Company’s charter and Bylaws, each member of the Board and any officer or
other employee to whom authority to administer any component of the Plan is delegated shall be indemnified and held harmless by the Company
from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting
from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action
or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such
action, suit, or proceeding against him or her; provided, however, that he or she gives the Company an opportunity,
at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing
right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant
to the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have
to indemnify them or hold them harmless.


 


9.13       Relationship
to other Benefits


 


No
payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing,
group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise expressly provided in writing
in such other plan or an agreement thereunder.


 


9.14       Expenses


 


The
expenses of administering the Plan shall be borne by the Company and its Subsidiaries.


 


9.15       No
Representations or Warranties Regarding Tax Effect


 


Notwithstanding
any provision of the Plan to the contrary, neither the Company, any Subsidiary, nor any of their employees, the Board, the Committee,
any shareholder or any of their agents represent or warrant the tax treatment under any federal, state, local or foreign laws and regulations
thereunder (individually and collectively referred to as the “Tax Laws”) of any Award granted or any amounts paid to any Participant
under the Plan including, but not limited to, when and to what extent such Awards or amounts may be subject to tax, penalties and interest
under the Tax Laws


 






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ARTICLE 10


STOCKHOLDER APPROVAL


 


10.1        It
is expressly intended that approval of the Company’s stockholders not be required as a condition of the effectiveness of the Plan,
and the Plan’s provisions shall be interpreted in a manner consistent with such intent for all purposes. Specifically, NYSE Listing
Company Manual Rule 303A.08 and NYSE American Company Guide Section 711 generally requires stockholder approval for stock option plans
or other equity compensation arrangements adopted by companies whose securities are listed on the NYSE American pursuant to which stock
awards or Common Stock may be acquired by officers, directors, employees or consultants of such companies. However, NYSE Listing Company
Manual Rule 303A.08 and NYSE American Company Guide 711 also provide an exemption for an “employment inducement award” that
is a material inducement to a person or persons being hired by the company or any of its subsidiaries. Notwithstanding anything to the
contrary herein, if the Company’s securities are traded on the NYSE American, then Awards under the Plan may only be made to Employees
who have not previously been an Employee or Director of the Company or a Subsidiary, in each case as an inducement material to the Employee’s
entering into employment with the Company or a Subsidiary. Awards under the Plan will be approved by (a) the Committee, comprised
of a majority of the Company’s Independent Directors, or (b) a majority of the Company’s Independent Directors. Accordingly,
pursuant to NYSE Listing Company Manual Rule 303A.08 and NYSE American Company Guide 711, the issuance of Awards and the shares of Common
Stock issuable upon exercise or vesting of such Awards pursuant to the Plan are not subject to the approval of the Company’s stockholders.


 


I hereby certify that
the foregoing Plan was duly adopted by the Board of Directors of Westwater Resources, Inc. on May 9, 2022.


 


*    *    *    *    *


 


Executed on this 13th
day of May 2022.


 


	 	/s/ Chad M. Potter
	 	 
	 	Chad M. Potter
	 	President and CEO 
	 	 
	 	/s/ John W. Lawrence
	 	 
	 	John W. Lawrence
	 	General Counsel & Secretary





 






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