Exhibit
10.1


 


SIGMA
LABS, INC. 2020 STOCK APPRECIATION RIGHTS PLAN


 


1.
Purpose; Eligibility.


 


1.1
General Purpose. The name of this plan
is the Sigma Labs, Inc. 2020 Stock Appreciation Rights Plan (the “Plan”). The purposes of the Plan are to (a)
enable Sigma Labs, Inc., a Nevada corporation (the “Company”), and any Affiliate to attract and retain the
types of Employees, Consultants and Directors who will contribute to the Company’s long range success; (b) provide incentives
that align the interests of Employees, Consultants and Directors with those of the shareholders of the Company; and (c) promote
the success of the Company’s business.


 


1.2
Eligible Award Recipients. The persons
eligible to receive Awards are the Employees, Consultants and Directors of the Company and its Affiliates and such other individuals
designated by the Committee who are reasonably expected to become Employees, Consultants and Directors after the receipt of Awards.


 


1.3
Available Awards. Awards that may be granted
under the Plan include Stock Appreciation Rights.


 


2.
Definitions.


 


“Affiliate”
means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under
common control with, the Company.


 


“Applicable
Laws” means the requirements related to or implicated by the administration of the Plan under applicable state corporate
law, United States federal and state securities laws, the Code, any stock exchange or quotation system on which the shares of
Common Stock are listed or quoted, and the applicable laws of any foreign country or jurisdiction where Awards are granted under
the Plan.


 


“Award”
means any Stock Appreciation Right granted under the Plan.


 


“Award
Agreement” means a written agreement, contract, certificate or other instrument or document evidencing the terms and
conditions of an individual Award granted under the Plan which may, in the discretion of the Company, be transmitted electronically
to any Participant. Each Award Agreement shall be subject to the terms and conditions of the Plan.


 


“Beneficial
Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating
the beneficial ownership of any particular Person, such Person shall be deemed to have beneficial ownership of all securities
that such Person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable
or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned”
have a corresponding meaning.


 


“Board”
means the Board of Directors of the Company, as constituted at any time.


 


“Cause”
means:


 


With
respect to any Employee or Consultant, unless the applicable Award Agreement states otherwise:


 




    	 



     


    

 


	 	(a)
        If the Employee or Consultant is a party to an employment agreement with the Company or its Affiliates and such agreement
        provides for a definition of Cause, the definition contained therein; or

         

        (b)
        If no such agreement exists, or if such agreement does not define Cause: (i) the commission of, or plea of guilty or no
        contest to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance
        or material fiduciary breach with respect to the Company or an Affiliate; (ii) conduct that brings or is reasonably likely
        to bring the Company or an Affiliate negative publicity or into public disgrace, embarrassment, or disrepute; (iii) gross
        negligence or willful misconduct with respect to the Company or an Affiliate; (iv) material violation of state or federal
        securities laws; or (v) material violation of the Company’s written policies or codes of conduct, including written
        policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct.

         

        With
        respect to any Director, unless the applicable Award Agreement states otherwise, a determination by a majority of the
        disinterested Board members that the Director has engaged in any of the following: (a) malfeasance in office; (b) gross
        misconduct or neglect; (c) false or fraudulent misrepresentation inducing the director’s appointment; (d) willful
        conversion of corporate funds; or (e) repeated failure to participate in Board meetings on a regular basis despite having
        received proper notice of the meetings in advance.



 


The
Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant
has been discharged for Cause.


 


“Change
in Control” means (i) a liquidation or dissolution of the Company; (ii) a merger or consolidation of the Company with
or into another corporation or entity (other than a merger with a wholly-owned subsidiary); (iii) a sale of all or substantially
all of the assets of the Company; or (iv) a purchase or other acquisition of more than 70% of the outstanding stock of the Company
by one person or by more than one person acting in concert.


 


“Code”
means the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall
be deemed to include a reference to any regulations promulgated thereunder.


 


“Committee”
means a committee of one or more members of the Board appointed by the Board to administer the Plan in accordance with Section
3.3 and Section 3.4.


 


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


 


“Company”
means Sigma Labs, Inc, a Nevada corporation, and any successor thereto.


 


“Consultant”
means any individual or entity which performs bona fide services to the Company, other than as an Employee or Director.


 


“Continuous
Service” means that the Participant’s service with the Company or an Affiliate, as an Employee, Consultant or
Director, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated
merely because of a change in the capacity in which the Participant renders service to the Company as an Employee, Consultant
or Director, provided that there is no interruption or termination of the Participant’s Continuous Service; provided
further that if any Award is subject to Section 409A of the Code, this sentence shall only be given effect to the extent consistent
with Section 409A of the Code. For example, a change in status from an Employee of the Company to solely a Director will not constitute
an interruption of Continuous Service. The Committee or its delegate, in its sole discretion, may determine whether Continuous
Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military
leave or any other personal or family leave of absence. The Committee or its delegate, in its sole discretion, may determine whether
a Company transaction, such as a sale or spin-off of a division or subsidiary that employs a Participant, shall be deemed to result
in a termination of Continuous Service for purposes of affected Awards, and such decision shall be final, conclusive and binding.


 




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“Director”
means a member of the Board.


 


“Disability”
means, unless the applicable Award Agreement says otherwise, that the Participant is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment. The determination of whether an individual has
a Disability shall be determined under procedures established by the Committee. The Committee may rely on any determination that
a Participant is disabled for purposes of benefits under any long-term disability plan maintained by the Company or any Affiliate
in which a Participant participates.


 


“Effective
Date” shall mean the date as of which this Plan is adopted by the Board.


 


“Employee”
means any person employed by the Company or an Affiliate.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Fair
Market Value” means, as of any date, the value of the Common Stock as determined below. If the Common Stock is listed
on any established stock exchange or a national market system, including without limitation, the New York Stock Exchange or the
Nasdaq Stock Market, the Fair Market Value shall be the closing price of a share of Common Stock (or if no sales were reported
the closing price on the date immediately preceding such date) as quoted on such exchange or system on the day of determination,
as reported in the Wall Street Journal. In the absence of an established market for the Common Stock, the Fair Market Value
shall be determined in good faith by the Committee and such determination shall be conclusive and binding on all persons.


 


“Grant
Date” means the date on which the Committee adopts a resolution, or takes other appropriate action, expressly granting
an Award to a Participant that specifies the key terms and conditions of the Award or, if a later date is set forth in such resolution,
then such date as is set forth in such resolution.


 


“Non-Employee
Director” means a Director who is a “non-employee director” within the meaning of Rule 16b-3.


 


“Participant”
means an eligible person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Award.


 


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


 


“Plan”
means this Sigma Labs, Inc. 2020 Stock Appreciation Rights Plan, as amended and/or amended and restated from time to time.


 




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“Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to
time.


 


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


 


“Stock
Appreciation Right” means the right pursuant to an Award granted under Section 5 to receive, upon exercise, an amount
payable in cash equal to the number of shares subject to the Stock Appreciation Right that is being exercised multiplied by the
excess of (a) the Fair Market Value of a share of Common Stock on the date the Award is exercised, over (b) the exercise price
specified in the Stock Appreciation Right Award Agreement.


 


3.
Administration.


 


3.1
Authority of Committee. The Plan shall
be administered by the Committee or, in the Board’s sole discretion, by the Board. Subject to the terms of the Plan, the
Committee’s charter and Applicable Laws, and in addition to other express powers and authorization conferred by the Plan,
the Committee shall have the authority:


 


(a)
to construe and interpret the Plan and apply its provisions;


 


(b)
to promulgate, amend, and rescind rules and regulations relating to the administration of the Plan;


 


(c)
to authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;


 


(d)
to delegate its authority to one or more persons who is an officer of the Company within the meaning of Section 16 of the Exchange
Act and the rules and regulations promulgated thereunder with respect to Awards that do not involve “insiders” within
the meaning of Section 16 of the Exchange Act;


 


(e)
to determine when Awards are to be granted under the Plan and the applicable Grant Date;


 


(f)
from time to time to select, subject to any limitations set forth in this Plan, those eligible Award recipients to whom Awards
shall be granted;


 


(g)
to determine the number of shares of Common Stock to be made subject to each Award;


 


(h)
to prescribe the terms and conditions of each Award, including, without limitation, the exercise price and medium of payment and
vesting provisions, and to specify the provisions of the Award Agreement relating to such grant;


 


(i)
to amend any outstanding Awards, including for the purpose of modifying the time or manner of vesting, or the term of any outstanding
Award; provided, however, that if any such amendment impairs a Participant’s rights or increases a Participant’s
obligations under his or her Award or creates or increases a Participant’s federal income tax liability with respect to
an Award, such amendment shall also be subject to the Participant’s consent;


 




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(j)
to determine the duration and purpose of leaves of absences which may be granted to a Participant without constituting termination
of their employment for purposes of the Plan, which periods shall be no shorter than the periods generally applicable to Employees
under the Company’s employment policies;


 


(k)
to make decisions with respect to outstanding Awards that may become necessary upon a change in corporate control;


 


(l)
to interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any
instrument or agreement relating to, or Award granted under, the Plan; and


 


(m)
to exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration
of the Plan.


 


The
Committee also may modify the exercise price of any outstanding Award.


 


3.2
Committee Decisions Final. All decisions
made by the Committee pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants, unless
such decisions are determined by a court having jurisdiction to be arbitrary and capricious.


 


3.3
Delegation. The Committee or, if no Committee
has been appointed, the Board may delegate administration of the Plan to a committee or committees of one or more members of the
Board, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated.
The Committee shall have the power to delegate to a subcommittee any of the administrative powers the Committee is authorized
to exercise (and references in this Plan to the Board or the Committee shall thereafter be to the committee or subcommittee),
subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by
the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. The members
of the Committee shall be appointed by and serve at the pleasure of the Board. From time to time, the Board may increase or decrease
the size of the Committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution
therefor, and fill vacancies, however caused, in the Committee. The Committee shall act pursuant to a vote of the majority of
its members or, in the case of a Committee comprised of only two members, the unanimous consent of its members, whether present
or not, or by the written consent of the majority of its members and minutes shall be kept of all of its meetings and copies thereof
shall be provided to the Board. Subject to the limitations prescribed by the Plan and the Board, the Committee may establish and
follow such rules and regulations for the conduct of its business as it may determine to be advisable.


 


3.4
Committee Composition. Except as otherwise
determined by the Board, the Committee shall consist solely of two or more Non-Employee Directors. The Board shall have discretion
to determine whether or not it intends to comply with the exemption requirements of Rule 16b-3. However, if the Board intends
to satisfy such exemption requirements, with respect to any insider subject to Section 16 of the Exchange Act, the Committee shall
be a compensation committee of the Board that at all times consists solely of two or more Non-Employee Directors. Within the scope
of such authority, the Board or the Committee may delegate to a committee of one or more members of the Board who are not Non-Employee
Directors the authority to grant Awards to eligible persons who are not then subject to Section 16 of the Exchange Act. Nothing
herein shall create an inference that an Award is not validly granted under the Plan in the event Awards are granted under the
Plan by a compensation committee of the Board that does not at all times consist solely of two or more Non-Employee Directors.


 




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3.5
Indemnification. In addition to such other
rights of indemnification as they may have as Directors or members of the Committee, and to the extent allowed by Applicable Laws,
the Committee shall be indemnified by the Company against the reasonable expenses, including attorney’s fees, actually incurred
in connection with any action, suit or proceeding or in connection with any appeal therein, to which the Committee may be party
by reason of any action taken or failure to act under or in connection with the Plan or any Award granted under the Plan, and
against all amounts paid by the Committee in settlement thereof (provided, however, that the settlement has been approved
by the Company, which approval shall not be unreasonably withheld) or paid by the Committee in satisfaction of a judgment in any
such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding
that such Committee did not act in good faith and in a manner which such person reasonably believed to be in the best interests
of the Company, or in the case of a criminal proceeding, had no reason to believe that the conduct complained of was unlawful;
provided, however, that within 60 days after the institution of any such action, suit or proceeding, such Committee shall,
in writing, offer the Company the opportunity at its own expense to handle and defend such action, suit or proceeding.


 


4.
Eligibility.


 


4.1
Eligibility for Specific Awards. Awards
may be granted to Employees, Consultants and Directors, and those individuals whom the Committee determines are reasonably expected
to become Employees, Consultants and/or Directors following the Grant Date.


 


5.
Stock Appreciation Rights. Each Stock
Appreciation Right granted under the Plan shall be evidenced by an Award Agreement. Each Stock Appreciation Right so granted shall
be subject to the conditions set forth in this Section 5, and to such other conditions not inconsistent with the Plan as may be
reflected in the applicable Award Agreement.


 


5.1
Term The term of a Stock Appreciation
Right granted under the Plan shall be determined by the Committee; provided, however, no Stock Appreciation Right shall
be exercisable later than the tenth anniversary of the Grant Date.


 


5.2
Vesting 


 


Each
Stock Appreciation Right may, but need not, vest and therefore become exercisable in periodic installments that may, but need
not, be equal. The Stock Appreciation Right may be subject to such other terms and conditions on the time or times when it may
be exercised as the Committee may deem appropriate. The vesting provisions of individual Stock Appreciation Rights may vary. The
Committee may, but shall not be required to, provide for an acceleration of vesting and exercisability in the terms of any Stock
Appreciation Right upon the occurrence of a specified event.


 


5.3
Exercise and Payment Upon exercise of
a Stock Appreciation Right, the holder shall be entitled to receive from the Company an amount equal to the number of shares of
Common Stock subject to the Stock Appreciation Right that is being exercised multiplied by the excess of (i) the Fair Market Value
of a share of Common Stock on the date the Award is exercised, over (ii) the exercise price specified in the Stock Appreciation
Right. Payment with respect to the exercise of a Stock Appreciation Right shall be made on the date of exercise. Payment shall
be made in the form of cash.


 




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5.4
Exercise Price The exercise price of a
Stock Appreciation Right shall be determined by the Committee, but shall not be less than 100% of the Fair Market Value of one
share of Common Stock on the Grant Date of such Stock Appreciation Right.


 


6.
Miscellaneous.


 


6.1
Acceleration of Exercisability and Vesting.
The Committee shall have the power to accelerate the time at which an Award may first be exercised or the time during which an
Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award stating the time
at which it may first be exercised or the time during which it will vest.


 


6.2
No Employment or Other Service Rights.
Nothing in the Plan or any instrument executed or Award granted pursuant thereto shall confer upon any Participant any right to
continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or shall affect the
right of the Company or an Affiliate to terminate (a) the employment of an Employee with or without notice and with or without
Cause or (b) the service of a Director pursuant to the By-laws of the Company or an Affiliate, and any applicable provisions of
the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.


 


6.3
Transfer; Approved Leave of Absence. For
purposes of the Plan, no termination of employment by an Employee shall be deemed to result from either (a) a transfer of employment
to the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate to another, or (b) an approved leave
of absence for military service or sickness, or for any other purpose approved by the Company, if the Employee’s right to
reemployment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted
or if the Committee otherwise so provides in writing, in either case, except to the extent inconsistent with Section 409A of the
Code if the applicable Award is subject thereto.


 


7.
Adjustments Upon Changes in Stock. In
the event of changes in the outstanding Common Stock or in the capital structure of the Company by reason of any stock split,
reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation,
combination, exchange, or other relevant change in capitalization occurring after the Grant Date of any Award, Awards granted
under the Plan and any Award Agreements, the exercise price of Stock Appreciation Rights, will be equitably adjusted or substituted,
as to the number, price or kind of a share of Common Stock or other consideration subject to such Awards to the extent necessary
to preserve the economic intent of such Award. Any adjustments made under this Section 7 shall be made in a manner which does
not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant
notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.


 


8.
Effect of Change in Control.


 


8.1
Unless otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary:


 


(a)
In the event of a Change in Control, all outstanding Stock Appreciation Rights shall become immediately exercisable with respect
to 100% of the shares subject to such Stock Appreciation Rights.


 


8.2
The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the
merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to
all or substantially all of the assets and business of the Company and its Affiliates, taken as a whole.


 




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9.
Amendment of the Plan and Awards.


 


9.1
Amendment of Plan. The Board at any time,
and from time to time, may amend or terminate the Plan.


 


9.2
Contemplated Amendments. It is expressly
contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees,
Consultants and Directors with the maximum benefits provided or to be provided under the provisions of the Code and the regulations
promulgated thereunder relating to the nonqualified deferred compensation provisions of Section 409A of the Code and/or to bring
the Plan and/or Awards granted under it into compliance therewith.


 


9.3
No Impairment of Rights. Rights under
any Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (a) the Company requests
the consent of the Participant and (b) the Participant consents in writing.


 


9.4
Amendment of Awards. The Committee at
any time, and from time to time, may amend the terms of any one or more Awards; provided, however, that the Committee may
not affect any amendment which would otherwise constitute an impairment of the rights under any Award unless (a) the Company requests
the consent of the Participant and (b) the Participant consents in writing.


 


10.
General Provisions.


 


10.1
Forfeiture Events. The Committee may specify
in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be subject to
reduction, cancellation, forfeiture or recoupment upon the occurrence of certain events, in addition to applicable vesting conditions
of an Award. Such events may include, without limitation, breach of restrictive covenants that are contained in the Award Agreement
or otherwise applicable to the Participant, a termination of the Participant’s Continuous Service for Cause, or other conduct
by the Participant that is detrimental to the business or reputation of the Company and/or its Affiliates.


 


10.2
Clawback. Notwithstanding any other provisions
in this Plan, all Awards granted under the Plan shall be subject to recoupment in accordance with any clawback policy that the
Company is required to adopt pursuant to the listing standards of any national securities exchange on which the Company’s
securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable
law. No recovery of compensation under such a clawback policy shall be an event giving rise to a right to resign for “good
reason” or “constructive termination” (or similar term) under the Plan or any agreement with the Company.


 


10.3
Other Compensation Arrangements. Nothing
contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder
approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific
cases.


 


10.4
Sub-Plans. The Committee may from time
to time establish sub-plans under the Plan for purposes of satisfying securities, tax or other laws of various jurisdictions in
which the Company intends to grant Awards. Any sub-plans shall contain such limitations and other terms and conditions as the
Committee determines are necessary or desirable. All sub-plans shall be deemed a part of the Plan, but each sub-plan shall apply
only to the Participants in the jurisdiction for which the sub-plan was designed.


 




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10.5
Unfunded Plan. The Plan shall be unfunded.
Neither the Company, the Board nor the Committee shall be required to establish any special or separate fund or to segregate any
assets to assure the performance of its obligations under the Plan.


 


10.6
Recapitalizations. Each Award Agreement
shall contain provisions required to reflect the provisions of Section 7.


 


10.7
Delivery. Upon exercise of a right granted
under this Plan, the Company shall pay any amounts due within a reasonable period of time thereafter. Subject to any statutory
or regulatory obligations the Company may otherwise have, for purposes of this Plan, 30 days shall be considered a reasonable
period of time.


 


10.8
Other Provisions. The Award Agreements
authorized under the Plan may contain such other provisions not inconsistent with this Plan, including, without limitation, restrictions
upon the exercise of Awards, as the Committee may deem advisable.


 


10.9
Section 409A. The Plan is intended to
comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan
shall be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due within the
“short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation
unless Applicable Laws require otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid
accelerated taxation and tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that
would otherwise be provided pursuant to the Plan during the six (6) month period immediately following the Participant’s
termination of Continuous Service shall instead be paid on the first payroll date after the six-month anniversary of the Participant’s
separation from service (or the Participant’s death, if earlier). Notwithstanding the foregoing, neither the Company nor
the Committee shall have any obligation to take any action to prevent the assessment of any additional tax or penalty on any Participant
under Section 409A of the Code and neither the Company nor the Committee will have any liability to any Participant for such tax
or penalty.


 


10.10
Section 16. It is the intent of the Company
that the Plan satisfy, and be interpreted in a manner that satisfies, the applicable requirements of Rule 16b-3 as promulgated
under Section 16 of the Exchange Act so that Participants will be entitled to the benefit of Rule 16b-3, or any other rule promulgated
under Section 16 of the Exchange Act, and will not be subject to short-swing liability under Section 16 of the Exchange Act. Accordingly,
if the operation of any provision of the Plan would conflict with the intent expressed in this Section 10.10, such provision to
the extent possible shall be interpreted and/or deemed amended so as to avoid such conflict.


 


10.11
Beneficiary Designation. Each Participant
under the Plan may from time to time name any beneficiary or beneficiaries by whom any right under the Plan is to be exercised
in case of such Participant’s death. Each designation will revoke all prior designations by the same Participant, shall
be in a form reasonably prescribed by the Committee and shall be effective only when filed by the Participant in writing with
the Company during the Participant’s lifetime.


 


10.12
Expenses. The costs of administering the
Plan shall be paid by the Company.


 




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10.13
Severability. If any of the provisions
of the Plan or any Award Agreement is held to be invalid, illegal or unenforceable, whether in whole or in part, such provision
shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining
provisions shall not be affected thereby.


 


10.14
Plan Headings. The headings in the Plan
are for purposes of convenience only and are not intended to define or limit the construction of the provisions hereof.


 


10.15
Non-Uniform Treatment. The Committee’s
determinations under the Plan need not be uniform and may be made by it selectively among persons who are eligible to receive,
or actually receive, Awards. Without limiting the generality of the foregoing, the Committee shall be entitled to make non-uniform
and selective determinations, amendments and adjustments, and to enter into non-uniform and selective Award Agreements.


 


11.
Effective Date of Plan. The Plan shall
become effective as of the Effective Date.


 


12.
Termination or Suspension of the Plan.
The Plan shall terminate automatically on June 1, 2030. No Award shall be granted pursuant to the Plan after such date, but Awards
theretofore granted may extend beyond that date. The Board may suspend or terminate the Plan at any earlier date pursuant to Section
9.1 hereof. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.


 


13.
Choice of Law. The law of the State of
Nevada shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such
state’s conflict of law rules.


 


As
adopted by the Board of Directors of Sigma Labs, Inc. on June 23, 2020.


 




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