Exhibit
10.2


 


FUBOTV,
INC.


 


2015
Equity Incentive Plan


 


Effective
Date: June 30, 2015


 


Approved
by the Board of Directors on June 30, 2015


 


Approved
by the Stockholders on June 30, 2015


 




    	 



     


    

 


Table
of Contents





 


	 	Page
	ARTICLE
    I INTRODUCTION	1
	1.1
    Establishment	1
	1.2
    Purpose	1
	ARTICLE
    II DEFINITIONS	1
	2.1
    Definitions	1
	2.2
    Gender and Number	5
	ARTICLE
    III PLAN ADMINISTRATION	5
	3.1
    General	5
	3.2
    Delegation by Committee	6
	3.3
    Contractual Limitations	6
	ARTICLE
    IV STOCK SUBJECT TO THE PLAN	6
	4.1
    Number of Shares	6
	4.2
    Other Shares of Stock	7
	4.3
    Adjustments for Stock Split, Stock Dividend, Etc	7
	4.4
    Other Distributions and Changes in the Stock	7
	4.5
    General Adjustment Rules	8
	4.6
    Determination by the Committee, Etc	8
	ARTICLE
    V CORPORATE REORGANIZATION; CHANGE IN CONTROL	8
	5.1
    Default Provisions	8
	5.2
    Assumption or Substitution of Options	9
	5.3
    Provisions Applicable at the Discretion of the Committee	9
	5.4
    Company Actions	11
	ARTICLE
    VI PARTICIPATION	11
	ARTICLE
    VII OPTIONS	11
	7.1
    Grant of Options	11
	7.2
    Stock Option Agreements	12
	7.3
    Restrictions on Incentive Options	16
	7.4
    Transferability	16
	7.5
    Stockholder Privileges	16
	ARTICLE
    VIII RESTRICTED STOCK AWARDS	17
	8.1
    Grant of Restricted Stock Awards	17
	8.2
    Restrictions	17
	8.3
    Privileges of a Stockholder, Transferability	17
	8.4
    Enforcement of Restrictions	17
	ARTICLE
    IX OTHER GRANTS	18
	ARTICLE
    X RIGHTS OF PARTICIPANTS	18
	10.1
    Employment or Service	18
	10.2
    Nontransferability of Awards	18
	10.3
    No Plan Funding	18
	ARTICLE
    XI GENERAL RESTRICTIONS	19
	11.1
    Investment Representations	19
	11.2
    Compliance with Securities Laws	19
	11.3
    Changes in Accounting or Tax Rules	19
	11.4
    Stockholder Agreements	19
	ARTICLE
    XII PLAN AMENDMENT, MODIFICATION AND TERMINATION	19
	ARTICLE
    XIII WITHHOLDING	20
	13.1
    Withholding Requirement	20
	13.2
    Withholding With Stock	20
	ARTICLE
    XIV REQUIREMENTS OF LAW	21
	14.1
    Requirements of Law	21
	14.2
    Federal Securities Law Requirements	21
	14.3
    Section 409A	21
	14.4
    Governing Law	21
	ARTICLE
    XV DURATION OF THE PLAN	21


 




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FUBOTV
INC.


 


2015
EQUITY INCENTIVE PLAN


 


ARTICLE
I


INTRODUCTION


 


1.1
Establishment. fuboTV Inc., a Delaware corporation (the “Company”), adopts this 2015 Equity Incentive
Plan (the “Plan”) effective as of the Effective Date. The Plan is established for selected employees,
consultants and advisors and non-employee directors of the Company and its Affiliates. The Plan permits the grant of incentive
stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options,
restricted stock awards, and other stock grants to certain key employees of the Company, to certain consultants to the Company,
and certain non-employee directors of the Company.


 


1.2
Purpose. The purpose of the Plan is to provide financial incentives for selected employees, consultants and advisors, and
non-employee directors of the Company and its Affiliates, thereby promoting the long-term growth and financial success of the
Company by (a) attracting and retaining the most qualified officers, directors, key employees, and other persons, (b) strengthening
the capability of the Company and its Affiliates to develop, maintain and direct a competent management team, (c) providing an
effective means for selected employees, consultants and advisors and non-employee directors to acquire and maintain a direct proprietary
interest in the operations and future success of the Company, (d) motivating employees to achieve long-range performance goals
and objectives, and (e) providing incentive compensation opportunities competitive with those of other organizations.


 


ARTICLE
II


DEFINITIONS


 


2.1
Definitions. The following terms shall have the meanings set forth below:


 


(a)
“Affiliate” means, with respect to the Company, (i) any Subsidiary of the Company, and (ii) any other
corporation or entity that is affiliated with the Company through stock ownership or otherwise and is designated as an “Affiliate”
by the Board, provided, however, that for purposes of Incentive Options granted pursuant to the Plan, an “Affiliate”
means any parent or subsidiary of the Company as defined in Section 424 of the Code.


 


(b)
“Award” means an Option, a Restricted Stock Award, grants of Stock pursuant to Article IX or other issuances
of Stock hereunder.


 


(c)
“Award Agreement” means an Option Agreement, Restricted Stock Agreement or a written agreement evidencing
any other Award under this Plan.


 


(d)
“Board” means the Board of Directors of the Company.


 




    	 



     


    

 


(e)
“Change in Control” means the following:


 


(i)
Merger; Reorganization. Any consolidation or merger of the Company with or into any other corporation or other entity or
person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation,
merger or reorganization, own less than fifty percent (50%) of the voting power of the surviving or successor entity immediately
after such consolidation, merger or reorganization, or any transaction or series of related transactions to which the Company
is a party in which in excess of fifty percent (50%) of the Company’s voting power is transferred, excluding (A) any consolidation
or merger effected exclusively to change the domicile of the Company and (B) any transaction or series of transactions principally
for bona fide equity financing purposes (including, but not limited to, the sale of securities pursuant to an effective registration
statement filed with the Securities and Exchange Commission) in which cash is received by the Company or any successor or indebtedness
of the Company is cancelled or converted or a combination thereof; or


 


(ii)
Other Transactions. A sale, lease, exclusive license or other disposition of all or substantially all of the assets of
the Company.


 


(f)
“Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.


 


(g)
“Committee” means the Board, or if so delegated by the Board, a committee consisting of not less than
two members of the Board who are empowered hereunder to take actions in the administration of the Plan. If applicable, the Committee
shall be so constituted at all times as to permit the Plan to comply with Rule 16b-3 or any successor rule promulgated under the
Exchange Act. Except as provided in Section 3.2, the Committee shall select Participants from Eligible Employees, Eligible Consultants
and Eligible Non-Employee Directors of the Company and its Affiliates and shall determine the Awards to be made pursuant to the
Plan and the terms and conditions thereof.


 


(h)
“Company” means fuboTV Inc., a Delaware corporation.


 


(i)
“Disabled” or “Disability” means total and permanent disability as defined
in Section 22(e)(3) of the Code.


 


(j)
“Domestic Relations Order” means any judgment, decree, or order (including approval of a property settlement
agreement) that is made pursuant to a state domestic relations law and that relates to the provision of child support, alimony
payments, or marital property rights to a spouse, former spouse, child, or other dependent of a Participant.


 


(k)
“Effective Date” means the original effective date of the Plan as noted on the cover page hereto.


 


(l)
“Eligible Consultants” means those consultants and advisors to the Company or an Affiliate who are determined,
by the Committee, to be individuals (i) whose services are important to the Company or an Affiliate and who are eligible to receive
Awards, other than Incentive Options, under the Plan, and (ii) who meet the conditions for eligibility under Rule 701 promulgated
under the Securities Act or such other exemptions from registration under the Securities Act as may be applicable.


 




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(m)
“Eligible Employees” means those employees (including, without limitation, officers and directors who
are also employees) of the Company or any Affiliate, upon whose judgment, initiative and efforts the Company is, or will become,
largely dependent for the successful conduct of its business. For purposes of the Plan, an employee is any individual who provides
services to the Company or any Affiliate as a common law employee and whose remuneration is subject to the withholding of federal
income tax pursuant to Section 3401 of the Code.


 


(n)
“Eligible Non-Employee Director” means any person serving on the Board who is not an employee of the
Company or any Affiliate.


 


(o)
“Exchange Act” means the Securities Exchange Act of 1934, as it may be amended from time to time.


 


(p)
“Fair Market Value” means, as of a given date, (i) the closing price of a Share on the principal stock
exchange on which the Stock is then trading, if any (or as reported on any composite index that includes such principal exchange)
on such date, or if Shares were not traded on such date, then on the next preceding date on which a trade occurred; or (ii) if
the Stock is not traded on an exchange but is quoted on NASDAQ or a successor quotation system, the mean between the closing representative
bid and asked prices for the Stock on such date as reported by NASDAQ or such successor quotation system; or (iii) if the Stock
is not publicly traded on an exchange and not quoted on NASDAQ or a successor quotation system, the Fair Market Value of a Share
shall be determined by the Committee acting in good faith in accordance with the requirements of Code Section 409A.


 


(q)
“Forfeiture Restrictions” shall have the meaning given to that term in Section 8.2 hereof.


 


(r)
“Incentive Option” means an Option designated as such and granted in accordance with Section 422 of
the Code.


 


(s)
“Involuntary Termination” means, unless explicitly provided otherwise in an Award Agreement, the termination
of the Service of any individual which occurs by reason of:


 


(i)
such individual’s involuntary dismissal or discharge by the Company or the Successor for reasons other than Misconduct,
or


 


(ii)
such individual’s voluntary resignation following (A) a change in his or her position with the Company or the Successor
that materially reduces his or her duties and responsibilities or the level of management to which he or she reports, (B) (1)
a reduction of 10% or more of his or her base salary or (2) a material reduction in his or her level of compensation (including
base salary, fringe benefits and target bonus under any corporate-performance based bonus or incentive programs) or (C) a relocation
of such individual’s place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation
is effected without the individual’s consent.


 




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(t)
“Misconduct” means the commission of any act of fraud, embezzlement or dishonesty by the Participant,
any material unauthorized use or disclosure by such person of confidential information or trade secrets of the Company or the
Successor, or any other intentional misconduct by such person adversely affecting the business or affairs of the Company (or the
Successor) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Company or
any Affiliate (or its respective Successor) to discharge or dismiss the Participant from the Service of the Company or any Affiliate
(or its respective Successor) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes
of the Plan, to constitute grounds for termination for Misconduct.


 


(u)
“Non-Qualified Option” means any Option other than an Incentive Option.


 


(v)
“Option” means a right to purchase Stock at a stated or formula price for a specified period of time.
Options granted under the Plan shall be either Incentive Options or Non-Qualified Options.


 


(w)
“Option Agreement” shall have the meaning given to that term in Section 7.2 hereof.


 


(x)
“Option Holder” means a Participant who has been granted one or more Options under the Plan.


 


(y)
“Option Period” means the period of time, determined by the Committee, during which an Option may be
exercised by the Option Holder.


 


(z)
“Option Price” shall have the meaning given to that term in Section 7.2(b) hereof.


 


(aa)
“Participant” means an Eligible Employee, Eligible Consultant, or Eligible Non-Employee Director designated
by the Committee from time to time during the term of the Plan to receive one or more of the Awards available under the Plan.


 


(bb)
“Repurchase Rights” shall have the meaning given to that term in Section 7.2(c) hereof.


 


(cc)
“Restricted Stock Agreement” shall have the meaning given to that term in Section 8.1 hereof.


 


(dd)
“Restricted Stock Award” means an award of Stock granted to a Participant pursuant to ARTICLE VIII that
is subject to certain restrictions imposed by the Committee in accordance with the provisions thereof.


 


(ee)
“Section 16” shall have the meaning given to that term in Section 13.2(c) hereof


 


(ff)
“Securities Act” means the Securities Act of 1933, as it may be amended from time to time.


 




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(gg)
“Service” means service to the Company or an Affiliate as an employee, a non-employee director or a
consultant or advisor, except to the extent otherwise specifically provided in an Award Agreement. The Committee determines which
leaves of absence count toward Service, and when Service terminates for all purposes under the Plan. Further, unless otherwise
determined by the Committee, a Participant’s Service shall not be deemed to have terminated merely because of a change in
capacity in which the Participant provides Service to the Company or an Affiliate or a transfer between the Company and its Affiliates;
provided there is no interruption or other termination of Service.


 


(hh)
“Share” means one whole share of Stock.


 


(ii)
“Stock” means the common stock of the Company.


 


(jj)
“Subsidiary” means any corporation more than 50% of the outstanding voting securities of which are owned
by the Company or any other Subsidiary, directly or indirectly, or a partnership or limited liability company in which the Company
or any Subsidiary is a general partner or manager or holds interests entitling it to receive more than 50% of the profits or losses
of the partnership or limited liability company.


 


(kk)
“Successor” shall have the meaning given to that term in Section 5.1(a) hereof.


 


(ll)
“Tax Date” shall have the meaning given to that term in Section 13.2 hereof.


 


2.2
Gender and Number. Except when otherwise indicated by the context, the masculine gender shall also include the feminine gender,
and the definition of any term herein in the singular shall also include the plural.


 


ARTICLE
III


PLAN
ADMINISTRATION


 


3.1
General. The Plan shall be administered by the Committee. In accordance with the provisions of the Plan, the Committee shall,
in its sole discretion, select the Participants from among the Eligible Employees, Eligible Consultants and Eligible Non-Employee
Directors, determine the Awards to be made pursuant to the Plan, or shares of Stock to be issued thereunder and the time at which
such Awards are to be made, fix the Option Price, period and manner in which an Option becomes exercisable, establish the duration
and nature of Restricted Stock Award restrictions, establish the terms and conditions applicable to, and establish such other
terms and requirements of the various compensation incentives under the Plan as the Committee may deem necessary or desirable,
and consistent with the terms of the Plan. The Committee shall determine the form or forms of the agreements with Participants
that shall evidence the particular provisions, terms, conditions, rights and duties of the Company and the Participants with respect
to Awards granted pursuant to the Plan, which provisions need not be identical except as may be provided herein; provided, however,
that Eligible Consultants and Eligible Non-Employee Directors shall not be eligible to receive Incentive Options. The Committee
may from time to time adopt such rules and regulations for carrying out the purposes of the Plan as it may deem proper and in
the best interests of the Company. The Committee may correct any defect, supply any omission or reconcile any inconsistency in
the Plan or in any agreement entered into hereunder in the manner and to the extent it shall deem expedient and it shall be the
sole and final judge of such expediency. The Committee and each member thereof, and any person acting pursuant to authority delegated
by the Committee, shall be entitled, in good faith, to rely or act upon any report or other information furnished by any executive
officer, other officer or employee of the Company or its Affiliates or the Company’s auditors, consultants or any other
agents assisting in the administration of the Plan. Members of the Committee, any person acting pursuant to authority delegated
by the Committee, and any officer or employee of the Company or its Affiliates acting at the direction or on behalf of the Committee
shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall,
to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.
The determinations, interpretations and other actions of the Committee pursuant to the provisions of the Plan shall be binding
and conclusive for all purposes and on all persons.


 




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3.2
Delegation by Committee. The Committee may, from time to time, delegate, to specified officers of the Company, the power and
authority to grant Awards under the Plan to specified groups of Eligible Employees, Eligible Consultants and Eligible Non-Employee
Directors, subject to such restrictions and conditions as the Committee, in its sole discretion, may impose. The delegation shall
be as broad or as narrow as the Committee shall determine. To the extent that the Committee has delegated the authority to determine
certain terms and conditions of an Award, all references in the Plan to the Committee’s exercise of authority in determining
such terms and conditions shall be construed to include the officer or officers to whom the Committee has delegated the power
and authority to make such determination. The power and authority to grant Awards to any Eligible Employee, Eligible Consultant
or Eligible Non-Employee Director who is covered by Section 16(b) of the Exchange Act shall not be delegated by the Committee.


 


3.3
Contractual Limitations. The Committee shall in exercising its discretion under the Plan comply with all contractual obligations
of the Company in effect from time to time, whether contained in the Company’s Certificate of Incorporation, Bylaws or other
binding contract.


 


ARTICLE
IV


STOCK
SUBJECT TO THE PLAN


 


4.1
Number of Shares. The maximum aggregate number of Shares that may be issued under the Plan pursuant to Awards is 1,993,128
Shares. Upon exercise of an option (whether granted under this Plan or otherwise), the Shares issued upon exercise of such option
shall no longer be considered to be subject to an outstanding Award or option for purposes of the immediately preceding sentence.
Notwithstanding anything to the contrary contained herein, no Award granted hereunder shall become void or otherwise be adversely
affected solely because of a change in the number of Shares of the Company that are issued and outstanding from time to time,
provided that changes to the issued and outstanding Shares may result in adjustments to outstanding Awards in accordance with
the provisions of this ARTICLE IV. The maximum number of Shares that may be issued under Incentive Options is 1,993,128 Shares.
The Shares may be either authorized and unissued Shares or previously issued Shares acquired by the Company. The maximum numbers
may be increased from time to time by approval of the Board and by the stockholders of the Company if, in the opinion of counsel
for the Company, stockholder approval is required. The Company shall at all times during the term of the Plan and while any Options
are outstanding retain as authorized and unissued Stock at least the number of Shares from time to time required under the provisions
of the Plan, or otherwise assure itself of its ability to perform its obligations hereunder.


 




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4.2
Other Shares of Stock. Any Shares that are subject to an Option that expires or for any reason is terminated unexercised,
any Shares that are subject to an Award (other than an Option) and that are forfeited, and any Shares withheld for the payment
of taxes or received by the Company as payment of the exercise price of an Option shall automatically become available for use
under the Plan.


 


4.3
Adjustments for Stock Split, Stock Dividend, Etc. If the Company shall at any time increase or decrease the number of its
outstanding Shares or change in any way the rights and privileges of such Shares by means of the payment of a stock dividend or
any other distribution upon such Shares payable in Stock, or through a stock split, subdivision, consolidation, combination, reclassification
or recapitalization involving the Stock, then in relation to the Stock that is affected by one or more of the above events, the
numbers, exercise price, rights and privileges of the following shall be increased, decreased or changed in like manner as if
they had been issued and outstanding, fully paid and nonassessable at the time of such occurrence: (i) the Shares as to which
Awards may be granted under the Plan, (ii) the Shares then included in each outstanding Award granted hereunder, (iii) the maximum
number of Shares available for grant pursuant to Incentive Options, and (v) the number of Shares subject to a delegation of authority
under Section 3.2 of this Plan.


 


4.4
Other Distributions and Changes in the Stock.


 


(a)
If the Company shall at any time distribute with respect to the Stock assets or securities of persons other than the Company (excluding
(i) cash or (ii) distributions referred to in Section 4.3), or


 


(b)
if the Company shall at any time grant to the holders of its Stock rights to subscribe pro rata for additional shares thereof
or for any other securities of the Company, or


 


(c)
if there shall be any other change (except as described in Section 4.3) in the number or kind of outstanding Shares or of any
stock or other securities into which the Stock shall be changed or for which it shall have been exchanged.


 


If
the Committee shall in its discretion determine that the event described in subsection (a), (b) or (c) above equitably requires
an adjustment in the number or kind of Shares subject to an Option or other Award, an adjustment in the Option Price or the taking
of any other action by the Committee, including without limitation, the setting aside of any property for delivery to the Participant
upon the exercise of an Option or the full vesting of an Award, then such adjustments shall be made, or other action shall be
taken, by the Committee and shall be effective for all purposes of the Plan and on each outstanding Option or Award that involves
the particular type of stock for which a change was effected. Notwithstanding the foregoing provisions of this Section 4.4, pursuant
to Section 8.3 below, a Participant holding Stock received as a Restricted Stock Award shall have the right to receive all amounts,
including cash and property of any kind, distributed with respect to the Stock after such Restricted Stock Award was granted upon
the Participant’s becoming a holder of record of the Stock.


 




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4.5
General Adjustment Rules. No adjustment or substitution provided for in this ARTICLE IV shall require the Company to sell
a fractional Share under any Option, or otherwise issue a fractional Share, and the total substitution or adjustment with respect
to each Option and other Award shall be limited by deleting any fractional Share. In the case of any such substitution or adjustment,
the aggregate Option Price for the total number of Shares then subject to an Option shall remain unchanged but the Option Price
per Share under each such Option shall be equitably adjusted by the Committee to reflect the greater or lesser number of Shares
or other securities into which the Stock subject to the Option may have been changed, and appropriate adjustments shall be made
to other Awards to reflect any such substitution or adjustment.


 


4.6
Determination by the Committee, Etc. Adjustments under this ARTICLE IV shall be made by the Committee, whose determinations
with regard thereto shall be final and binding upon all parties thereto.


 


ARTICLE
V


CORPORATE
REORGANIZATION; CHANGE IN CONTROL


 


5.1
Default Provisions. Unless explicitly provided otherwise in an Award Agreement and subject to Section 5.3 below:


 


(a)
The Shares subject to each Option outstanding under the Plan at the time of a Change in Control shall automatically vest in full
so that each such Option shall, immediately prior to the Change in Control, become exercisable for all of the Shares at the time
subject to that Option and may be exercised for any or all of those Shares as fully-vested Shares of Stock. However, the Shares
subject to an outstanding Option shall not vest in full on such an accelerated basis if and to the extent: (i) such
Option is assumed by the successor corporation or other successor entity (or a parent thereof) (the “Successor”)
or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction and any repurchase
rights of the Company with respect to the unvested Shares subject to such Option are concurrently assigned to such Successor or
otherwise continued in effect, or (ii) such Option is to be replaced with a cash incentive program of the Company or any Successor
which preserves the spread between the Option Price and the Fair Market Value of the unvested Shares subject to such Option at
the time of the Change in Control and provides for subsequent payout of that spread in accordance with the vesting schedule applicable
to those unvested Shares, or (iii) the acceleration of such Option is subject to other limitations imposed by the Committee at
the time of the Option grant.


 


(b)
All outstanding Repurchase Rights with respect to unvested Shares purchased pursuant to any Option shall also automatically terminate,
and the Shares subject to those terminated rights shall immediately vest in full, immediately prior to the Change in Control,
except to the extent: (i) any of the Repurchase Rights are assigned to the Successor or otherwise continued in full force and
effect pursuant to the terms of the Change in Control transaction or (ii) such accelerated vesting is precluded by other limitations
imposed by the Committee at the time the Repurchase Right is issued.


 




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(c)
All outstanding Forfeiture Restrictions with respect to Restricted Stock Awards shall also automatically terminate, and the Shares
of Stock subject to those terminated Forfeiture Restrictions shall immediately vest in full, immediately prior to the Change in
Control, except to the extent: (i) the Forfeiture Restrictions are maintained by the Successor and continued in full force and
effect pursuant to the terms of the Change in Control transaction, or (ii) such accelerated vesting is precluded by other limitations
imposed by the Committee at the time the Restricted Stock Award is issued.


 


(d)
Unless explicitly provided otherwise in an Option Agreement and subject to Section 5.1 and Section 5.3, upon the consummation
of a Change in Control, all outstanding unvested Options (and to the extent not exercised prior to or in connection with such
Change in Control, all outstanding vested Options) that are not assumed by the Successor or otherwise continued in effect pursuant
to the terms of the Change in Control transaction shall automatically be forfeited and cease to be outstanding.


 


5.2
Assumption or Substitution of Options. To the extent any Option is assumed in connection with a Change in Control or otherwise
continued in effect, such Option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number
and class of securities which would have been issuable to the Option Holder in consummation of such Change in Control, had the
Option been exercised immediately prior to such Change in Control. Appropriate adjustments shall also be made to (i) the number
and class of securities available for issuance under the Option following the consummation of such Change in Control and (ii)
the exercise price payable per Share under each outstanding Option, provided the aggregate exercise price payable for such
securities shall remain the same. To the extent the actual holders of the Company’s outstanding Stock receive cash consideration
for their Stock in consummation of the Change in Control, the Successor may, in connection with the assumption of the outstanding
Options under this Plan, substitute one or more shares of its own common stock with a Fair Market Value equivalent to the cash
consideration paid per Share of Stock in such Change in Control.


 


5.3
Provisions Applicable at the Discretion of the Committee.


 


(a)
The Committee shall have the discretion, exercisable either at the time an Award is granted or issued or at any time while the
Award remains outstanding, to structure the Award so that it shall automatically accelerate and vest in full or in part upon the
occurrence of a Change in Control (and any Forfeiture Restrictions or Repurchase Rights of the Company with respect to unvested
Shares received pursuant to the Award shall immediately terminate), whether or not the Award is to be assumed in the Change in
Control or the Forfeiture Restrictions or Repurchase Rights of the Company would otherwise continue in effect pursuant to the
Change in Control.


 




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(b)
The Committee shall also have full power and authority, exercisable either at the time an Option is granted or at any time while
the Option remains outstanding, to structure such Option so that all or a portion of the Shares subject to such Option will automatically
vest on an accelerated basis should the Option Holder’s Service terminate by reason of an Involuntary Termination within
a designated period (not to exceed eighteen (18) months) following any Change in Control in which the Option is assumed or otherwise
continued in effect and the Repurchase Rights applicable to the Shares subject to such Option do not otherwise terminate. Any
Option so accelerated shall remain exercisable for the fully-vested Shares subject to such Option until the expiration or sooner
termination of the Option Period. In addition, the Committee may provide that one or more of the Company’s outstanding Repurchase
Rights with respect to Shares held by the Option Holder at the time of such Involuntary Termination shall immediately terminate
on an accelerated basis, and the Shares subject to those terminated rights shall accordingly vest at that time.


 


(c)
The Committee shall also have full power and authority, exercisable either at the time the Restricted Stock Award is issued or
at any time while the Restricted Stock Award remains outstanding, to provide that all or a portion of the Forfeiture Restrictions
with respect to such Restricted Stock Award shall automatically terminate on an accelerated basis, and the Shares subject to those
terminated Forfeiture Restrictions shall immediately vest, in the event the Participant’s Service should terminate by reason
of an Involuntary Termination within a designated period (not to exceed eighteen (18) months) following any Change in Control
in which those Forfeiture Restrictions are assigned to the Successor or otherwise continued in full force and effect.


 


(d)
The Committee shall also have full power and authority, exercisable at the time an Option is granted or at any time while an Option
remains outstanding, to provide that the Option shall be deemed automatically exercised on a net basis immediately prior to a
Change in Control if (i) the Option Price is less than the then-current Fair Market Value per Share, and (ii) the Shares subject
to the Option are vested (including vesting by reason of the Change in Control). Upon such net exercise, the Option Holder shall
be entitled to a number of Shares computed using the following formula:


 


	 	X
    = 	Y
    (A—B)	 
	 	 	A	 
	 	 	 	 


 


	 	Where:	X
    = the number of Shares to be issued to the Option Holder;


 





	 	Y = the number of Shares purchasable under the Option immediately
    prior to the Change in Control;
	 	 
	 	A = the then-current Fair Market Value of one
    Share of Stock; and
	 	 
	 	B = the per-Share Option Price of the Option.






 





In
no event shall the Committee be required to issue any fractional Shares.


 


(e)
The Committee shall also have full power and authority, exercisable at the time an Option is granted or at any time while an Option
remains outstanding, to provide that the Option, if outstanding immediately prior to a Change in Control and then having an Option
Price less than the current Fair Market Value per Share, shall be automatically cancelled at such time in exchange for a cash
payment equal to the product of (i) the number of vested Shares then subject to the Option (including Shares that become vested
as a result of the Change in Control) multiplied by (ii) the excess of the (x) Fair Market Value of a Share on the date of the
Change in Control over (y) the Option Price.


 




    	-10-



     


    

 


(f)
Notwithstanding any other provision in this ARTICLE V, the Committee shall have full power and authority, exercisable at the time
an Award is granted or at any time while the Award remains outstanding, to provide for or take any other Change in Control related
action with respect to an Award as the Committee deems appropriate. The Committee need not take the same action with respect to
all outstanding Awards or to all outstanding Awards of the same type.


 


5.4
Company Actions. The grant of Awards under the Plan shall in no way affect the right of the Company or any Affiliate to adjust,
reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.


 


ARTICLE
VI


PARTICIPATION


 


Participants
in the Plan shall be those (i) Eligible Employees who, in the judgment of the Committee, are performing, or during the term of
their incentive arrangement will perform, vital services in the management, operation and development of the Company and its Affiliates,
and significantly contribute, or are expected to significantly contribute, to the achievement of long-term economic objectives;
(ii) Eligible Consultants selected from those non-employee consultants and advisors to the Company and its Affiliates who have
performed or are performing services important to the operation and growth of the Company and its Affiliates; and (iii) Eligible
Non-Employee Directors selected by the Board. Participants may be granted from time to time one or more Awards; provided, however,
that the grant of each such Award shall be separately approved by the Committee and receipt of one such Award shall not result
in automatic receipt of any other Award. Upon determination by the Committee that an Award is to be granted to a Participant,
written notice shall be given to such person, specifying the terms, conditions, rights and duties related thereto. Each Participant
shall, if required by the Committee, enter into an agreement with the Company, in such form as the Committee shall determine and
which is consistent with the provisions of the Plan, specifying such terms, conditions, rights and duties. Awards shall be deemed
to be granted as of the date specified in the grant resolution of the Committee, which date shall be the date of any related agreement
with the Participant. In the event of any inconsistency between the provisions of the Plan and any such agreement entered into
hereunder, the provisions of the Plan shall govern.


 


ARTICLE
VII


OPTIONS


 


7.1
Grant of Options. Coincident with or following designation for participation in the Plan, a Participant may be granted one
or more Options. The Committee in its sole discretion shall designate whether an Option is an Incentive Option or a Non-Qualified
Option; provided, however, that only Non-Qualified Options may be granted to Eligible Consultants and Eligible Non-Employee Directors.
The Committee may grant both an Incentive Option and a Non-Qualified Option to an Eligible Employee at the same time or at different
times. Incentive Options and Non-Qualified Options, whether granted at the same time or at different times, shall be deemed to
have been awarded in separate grants and shall be clearly identified, and in no event shall the exercise of one Option affect
the right to exercise any other Option or affect the number of Shares for which any other Option may be exercised. An Option shall
be considered as having been granted on the date specified in the grant resolution of the Committee.


 




    	-11-



     


    

 


7.2
Stock Option Agreements. Each Option granted under the Plan shall be evidenced by a written stock option agreement (an “Option
Agreement’). An Option Agreement shall be issued by the Company in the name of the Participant to whom the Option
is granted (the “Option Holder”) and in such form as may be approved by the Committee. The Option Agreement
shall incorporate and conform to the conditions set forth in this Section 7.2 as well as such other terms and conditions that
are not inconsistent as the Committee may consider appropriate in each case.


 


(a)
Number of Shares. Each Option Agreement shall state that it covers a specified number of Shares, as determined by the Committee.


 


(b)
Price. The price at which each Share covered by an Option may be purchased (the “Option Price”)
shall be determined in each case by the Committee and set forth in the Option Agreement, but in no event shall the price be less
than 100 percent of the Fair Market Value of one Share of Stock on the date the Option is granted.


 


(c)
Duration of Options; Vesting. Each Option Agreement shall state the Option Period applicable to the Option, which must
end, in all cases, not more than ten years from the date the Option is granted. Each Option Holder shall become vested in the
Shares underlying the Option in such installments and over such period or periods of time, if any, or upon such events, as are
determined by the Committee in its discretion and set forth in the Option Agreement.


 


The
Option shall generally become exercisable, in whole or in part, at the same time or times as the Shares underlying the Option
vest; provided, however, that the Committee may grant Options that are immediately exercisable in whole or in part. Any unvested
Shares received by the Option Holder upon early exercise of the Option in accordance with the preceding sentence shall be subject
to the Company’s right of repurchase, as follows.


 


Should
the Option Holder cease Service while holding unvested Shares, the Company shall have such right to repurchase any or all of those
unvested Shares at a price per share equal to the Option Price (the “Repurchase Rights”). The Company
shall be entitled to exercise its right to repurchase such unvested Shares by written notice to the Option Holder sent within
ninety (90) days after the time of Option Holder’s cessation of Service, or (if later) during the ninety (90)-day period
following the execution date of any written stock purchase agreement executed by the Company and the Option Holder. The notice
shall indicate the number of unvested Shares to be repurchased, the repurchase price to be paid per share (which shall be a price
per share equal to the Option Price) and the date on which the repurchase is to be effected, such date to be not more than thirty
(30) days after the date of such notice.


 




    	-12-



     


    

 


(d)
Termination of Services, Death, Disability, Etc. The Committee may specify the period, if any, during which an Option may
be exercised following termination of the Option Holder’s Service. The effect of this subsection 7.2(d) shall be limited
to determining the consequences of a termination and nothing in this subsection 7.2(d) shall restrict or otherwise interfere with
the Company’s discretion with respect to the termination of any individual’s Service. If the Committee does not otherwise
specify, the following shall apply:


 


(i)
If the Service of the Option Holder is terminated within the Option Period for Misconduct, the Option shall thereafter be void
for all purposes.


 


(ii)
Only in the case of an Incentive Option, if the Option Holder becomes Disabled while still in Service of the Company or an Affiliate,
the Option may be exercised by the Option Holder within one year following the Option Holder’s termination of Service on
account of Disability (provided that such exercise must occur within the Option Period), but not thereafter. In any such case,
the Option may be exercised only as to the Shares that had become vested on or before the date of the Option Holder’s termination
of Service because of Disability.


 


(iii)
Only in the case of an Incentive Option, if the Option Holder dies during the Option Period while still in Service of the Company
or an Affiliate or within the one year period referred to in (ii) above or the three-month period referred to in (iv) below, the
Option may be exercised by those entitled to do so under the Option Holder’s will or by the laws of descent and distribution
within one year following the Option Holder’s death (provided that such exercise must occur within the Option Period), but
not thereafter. In any such case, the Option may be exercised only as to the Shares that had become vested on or before the date
of the Option Holder’s death.


 


(iv)
Only in the case of an Incentive Option, if the Service of the Option Holder is terminated within the Option Period for any reason
other than Misconduct, Disability, or death, the Option may be exercised by the Option Holder within three (3) months following
the date of such termination (provided that such exercise must occur within the Option Period), but not thereafter. In any such
case, the Option may be exercised only as to the Shares that had become vested on or before the date of termination of Service.


 


(e)
No Service Right. Nothing in this paragraph shall limit or impair the right of the Company or any Affiliate to terminate
the employment of any employee or to terminate the consulting or advisory services of any consultant or advisor.


 


(f)
Exercise, Payments, Etc.


 


(i)
Manner of Exercise. The method for exercising each Option granted hereunder shall be by delivery to the Company of written
notice on any business day specifying the number of Shares with respect to which such Option is exercised. The purchase of such
Shares shall take place at the principal offices of the Company within thirty (30) days following delivery of such notice, at
which time the Option Price of the Shares shall be paid in full by any of the methods set forth below or a combination thereof.
The Option shall be exercised when the Option Price for the number of Shares as to which the Option is exercised is paid to the
Company in full. A properly executed certificate or certificates representing the Shares shall be delivered to or at the direction
of the Option Holder upon payment therefor. If Options on less than all Shares evidenced by an Option Agreement are exercised,
the Company shall deliver a new Option Agreement evidencing the Option on the remaining Shares upon delivery of the Option Agreement
for the Option being exercised.


 




    	-13-



     


    

 


 


(ii)
The exercise price shall be paid by any of the following methods or any combination of the following methods at the election of
the Option Holder, or by any other method approved by the Committee:


 


(A)
in cash;


 


(B)
by certified check, cashier’s check or other check acceptable to the Company, payable to the order of the Company;


 


(C)
if expressly permitted by a resolution of the Committee applicable to the Option at the time of exercise (whether such resolution
is applicable solely to the Option being exercised or is generally applicable to some or all Options outstanding under the Plan),
by delivery to the Company of certificates representing the number of Shares then owned by the Option Holder, the Fair Market
Value of which equals the purchase price of the Shares purchased pursuant to the Option, properly endorsed for transfer to the
Company; provided however, that no Option may be exercised by delivery to the Company of certificates representing Shares, unless
such Shares have been held by the Option Holder for more than six (6) months (or such other period of time as the Committee determines
is necessary to avoid adverse financial accounting treatment); for purposes of this Plan, the Fair Market Value of any Shares
delivered in payment of the purchase price upon exercise of the Option shall be the Fair Market Value as of the exercise date,
and the exercise date shall be the day of delivery of the certificates for the Shares used as payment of the Option Price.


 


(D)
if expressly permitted by a resolution of the Committee applicable to the Option at the time of exercise (whether such resolution
is applicable solely to the Option or is generally applicable to some or all Options outstanding under the Plan), to the extent
such Option Price is in excess of the par value of the Shares, by delivering a full-recourse promissory note bearing interest
at a market rate and secured by the Option Shares, and the payment schedule in effect for any such promissory note shall be established
by the Committee in its sole discretion;


 


(E)
[Reserved].


 


(F)
should the Stock be registered under Section 12(g) of the Exchange Act at the time the Option is exercised, then the Exercise
Price may also be paid to the extent the Option is exercised for vested Option Shares, through a special sale and remittance procedure
pursuant to which Option Holder (or any other person or persons exercising the Option) shall concurrently provide irrevocable
written instructions (a) to a Company-designated brokerage firm to effect the immediate sale of the purchased Option Shares and
remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise
Price payable for the purchased Option Shares plus all applicable Federal, state and local income and employment taxes required
to be withheld by the Company by reason of such exercise and (b) to the Company to deliver the certificates for the purchased
Option Shares directly to such brokerage firm in order to complete the sale.


 




    	-14-



     


    

 


(g)
Date of Grant. An Option shall be considered as having been granted on the date specified in the grant resolution of the
Committee.


 


(h)
Withholding.


 


(i)
Non-Qualified Options. Upon exercise of an Option, the Option Holder shall make appropriate arrangements with the Company
to provide for the amount of additional withholding required by Sections 3102 and 3402 of the Code and applicable state income
tax laws, including payment of such taxes through delivery of Shares of Stock or by withholding Shares to be issued under the
Option, as provided in ARTICLE XIII.


 


(ii)
Incentive Options. If an Option Holder makes a disposition (as defined in Section 424(c) of the Code) of any Shares acquired
pursuant to the exercise of an Incentive Option prior to the expiration of two years from the date on which the Incentive Option
was granted or prior to the expiration of one year from the date on which the Option was exercised, the Option Holder shall send
written notice to the Company at the Company’s principal place of business of the date of such disposition, the number of
Shares disposed of, the amount of proceeds received from such disposition and any other information relating to such disposition
as the Company may reasonably request. The Option Holder shall, in the event of such a disposition, make appropriate arrangements
with the Company to provide for the amount of additional withholding, if any, required by Sections 3102 and 3402 of the Code and
applicable state income tax laws.


 


(iii)
Lock-Up Period. Unless otherwise provided in an Award Agreement, if requested by the Company or the representative of the
underwriters of Stock (or other securities) of the Company, the Participant shall not, without the prior written consent
of the underwriter(s) of Stock (or other securities of the Company) and the Company, sell, transfer, make any short sale of, grant
any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any
Stock (or other securities) of the Company held by the Participant (other than those included in the registration) during (i)
the 180-day period following the effective date of the first firm commitment underwritten public offering of the Stock registered
under the Securities Act (or such longer period, not to exceed 18 days after the expiration of the 180-day period, as the underwriters
or the Company or Affiliate shall request in order to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any
successor or similar rule or regulation), and (ii) the 90-day period following the effective date of a registration statement
of the Company filed under the Securities Act (or such longer period, not to exceed 18 days after the expiration of the 90-day
period, as the underwriters or the Company shall request in order to facilitate compliance with FINRA Rule 2711 or NYSE Member
Rule 472 or any successor or similar rule or regulation). The obligations described in this paragraph shall not apply to a registration
relating solely to employee benefit plans on SEC Form S-1 or Form S-8 or similar forms that may be promulgated in the future by
the SEC, or a registration relating solely to a transaction on SEC Form S-4 or similar forms that may be promulgated in the future.
If requested by the Company or the representative of the underwriters of Stock (or other securities) of the Company, the Participant
will enter into an agreement regarding his, her or its compliance with this requirement that will survive the term of the Award
Agreement.


 




    	-15-



     


    

 


7.3
Restrictions on Incentive Options.


 


(a)
$100,000 Per Year Limitation. The aggregate Fair Market Value of the Shares with respect to which Incentive Options are
exercisable for the first time by an Option Holder in any calendar year, under the Plan or otherwise, shall not exceed $100,000
(or such higher amount as may at the time of grant be applicable under Section 422(d) (or any successor provision) of the Code).
For this purpose, the Fair Market Value of the Shares shall be determined as of the date of grant of the Option and Incentive
Options shall be taken into account in the order granted. The portion of any Incentive Option accelerated in connection with a
Change in Control shall remain exercisable as an Incentive Option only to the extent the above limitation is not exceeded. To
the extent such dollar limitation is exceeded, the accelerated portion of such Incentive Option shall thereafter be exercisable
as a Non-Qualified Option.


 


(b)
Ten Percent Stockholders. Incentive Options granted to an Option Holder who is the holder of record of 10% or more of the
outstanding stock of the Company shall have an Option Price equal to 110% of the Fair Market Value of the Shares on the date of
grant of the Option and the Option Period for any such Option shall not exceed five years.


 


7.4
Transferability.


 


(a)
General Rule: No Lifetime Transfers. An Option shall not be transferable by the Option Holder except (i) by will or pursuant
to the laws of descent and distribution or (ii) or to the Option Holder’s former spouse, to the extent such assignment is
of a Non-Qualified Option and is pursuant to a Domestic Relations Order. Except as otherwise provided by the terms of a Domestic
Relations Order, an Option shall be exercisable during the Option Holder’s lifetime only by him or her, or in the event
of Disability or incapacity, by his or her guardian or legal representative. The Option Holder’s guardian or legal representative
shall have all of the rights of the Option Holder under this Plan.


 


(b)
No Assignment. No right or interest of any Option Holder in an Option granted pursuant to the Plan shall be assignable
or transferable during the lifetime of the Option Holder, either voluntarily or involuntarily, or be subjected to any lien, directly
or indirectly, by operation of law, or otherwise, including execution, levy, garnishment, attachment, pledge or bankruptcy, except
as set forth above. In the event the Option is assigned or transferred in any manner contrary to terms of this Plan, then all
Options transferred or assigned shall immediately terminate.


 


7.5
Stockholder Privileges. No Option Holder shall have any rights as a stockholder with respect to any Shares covered by an Option
until the Option Holder becomes the holder of record of such Shares, and no adjustments shall be made for dividends or other distributions
or other rights as to which there is a record date preceding the date such Option Holder becomes the holder of record of such
Shares, except as provided in ARTICLE IV.


 




    	-16-



     


    

 


ARTICLE
VIII


RESTRICTED
STOCK AWARDS


 


8.1
Grant of Restricted Stock Awards. Coincident with or following designation for participation in the Plan, the Committee may
grant a Participant one or more Restricted Stock Awards consisting of Shares of Stock. The number of Shares granted as a Restricted
Stock Award shall be determined by the Committee. Each Restricted Stock Award granted under the Plan shall be evidenced by a written
restricted stock agreement (a “Restricted Stock Agreement”). The Restricted Stock Agreement shall incorporate
and conform to the conditions set forth in this ARTICLE VIII as well as such other terms and conditions that are not inconsistent
as the Committee may consider appropriate in each case.


 


8.2
Restrictions. A Participant’s right to retain a Restricted Stock Award granted to him or her under Section 8.1 shall
be subject to such restrictions, including but not limited to his or her continuous Service for the Company or an Affiliate for
a restriction period specified by the Committee or the attainment of specified performance goals and objectives, as may be established
by the Committee with respect to such Award (such restrictions as established by the Committee shall be known as the “Forfeiture
Restrictions”). The Committee may in its sole discretion provide for different Forfeiture Restrictions or no Forfeiture
Restrictions with respect to different Participants, to different Restricted Stock Awards or to separate, designated portions
of the Shares constituting a Restricted Stock Award. The Committee may in its sole discretion provide for the earlier lapse of
any Forfeiture Restrictions in the event of a Change in Control in accordance with Article V of this Plan. Unless explicitly provided
for otherwise in an Award Agreement, if a Participant’s Service terminates for any reason, any Shares as to which the Forfeiture
Restrictions have not been satisfied (or waived or accelerated as provided herein) shall be forfeited, and all Shares related
thereto shall be immediately returned to the Company.


 


8.3
Privileges of a Stockholder, Transferability. A Participant shall have all voting, dividend, liquidation and other rights
with respect to Stock in accordance with its terms received by him or her as a Restricted Stock Award under this ARTICLE VIII
upon his or her becoming the holder of record of such Stock; provided, however, that the Participant’s right to sell, encumber,
or otherwise transfer such Stock shall be subject to the limitations of Sections 10.2 and 12.1 and ARTICLE XI.


 


8.4
Enforcement of Restrictions. The Committee shall cause a legend to be placed on the Stock certificates issued pursuant to
each Restricted Stock Award referring to the restrictions provided by Sections 8.2 and 8.3 and, in addition, may in its sole discretion
require one or more of the following methods of enforcing the restrictions referred to in Sections 8.2 and 8.3:


 


(a)
Requiring the Participant to keep the Stock certificates, duly endorsed, in the custody of the Company while the restrictions
remain in effect; or


 


(b)
Requiring that the Stock certificates, duly endorsed, be held in the custody of a third party while the restrictions remain in
effect.


 




    	-17-



     


    

 


ARTICLE
IX


OTHER
GRANTS


 


From
time to time during the duration of this Plan, the Board may, in its sole discretion, adopt one or more incentive compensation
arrangements for Participants pursuant to which the Participants may acquire Shares, whether by purchase, outright grant, or otherwise.
Any arrangement shall be subject to the general provisions of this Plan and all Shares issued pursuant to such arrangements shall
be issued under this Plan.


 


ARTICLE
X


RIGHTS
OF PARTICIPANTS


 


10.1
Employment or Service. Nothing contained in the Plan or in any Option, or other Award granted under the Plan shall confer
upon any Participant any right with respect to the continuation of employment by, or consulting relationship with, or Service
with the Company or any Affiliate, or interfere in any way with the right of the Company or any Affiliate, subject to the terms
of any separate employment agreement or other contract to the contrary, at any time to terminate such employment, consulting relationship
or Service or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant
of an Award. Whether an authorized leave of absence, or absence in military or government service, shall constitute a termination
of Service shall be determined by the Committee at that time.


 


10.2
Nontransferability of Awards. Except as provided otherwise at the time of grant or thereafter, or except as otherwise provided
in a Domestic Relations Order, no right or interest of any Participant in a Restricted Stock Award (prior to the completion of
the restriction period applicable thereto), or other Award (excluding Options) granted pursuant to the Plan, shall be assignable
or transferable during the lifetime of the Participant, either voluntarily or involuntarily, or subjected to any lien, directly
or indirectly, by operation of law, or otherwise, including execution, levy, garnishment, attachment, pledge or bankruptcy. In
the event of a Participant’s death, a Participant’s rights and interests in Options, Restricted Stock Awards, and
other Awards, shall, to the extent provided in ARTICLE VII, ARTICLE VIII, and ARTICLE IX be transferable by will or the laws of
descent and distribution, and payment of any amounts due under the Plan shall be made to, and exercise of any Options may be made
by, the Participant’s legal representatives, heirs or legatees. However, a Participant’s rights and interests in Restricted
Stock Awards and other Awards shall be transferable to a former spouse pursuant to a Domestic Relations Order. If in the opinion
of the Committee a person entitled to payments or to exercise rights with respect to the Plan is disabled from caring for his
affairs because of mental condition, physical condition or age, payment due such person may be made to, and such rights shall
be exercised by, such person’s guardian, conservator or other legal personal representative upon furnishing the Committee
with evidence satisfactory to the Committee of such status.


 


10.3
No Plan Funding. Obligations to Participants under the Plan will not be funded, trusted, insured or secured in any manner.
The Participants under the Plan shall have no security interest in any assets of the Company or any Affiliate, and shall be only
general creditors of the Company.


 




    	-18-



     


    

 


ARTICLE
XI


GENERAL
RESTRICTIONS


 


11.1
Investment Representations. The Company may require any person to whom an Option, Restricted Stock Award, or other Award,
is granted, as a condition of exercising such Option, receiving such Restricted Stock Award, or such other Award to give written
assurances in substance and form satisfactory to the Company and its counsel to the effect that such person is acquiring the Stock
for his own account for investment and not with any present intention of selling or otherwise distributing the same, and to such
other effects as the Company or its counsel deems necessary or appropriate in order to comply with Federal and applicable state
securities laws. Legends evidencing such restrictions may be placed on the Stock certificates.


 


11.2
Compliance with Securities Laws. Each Option, Restricted Stock Award grant, or other Award shall be subject to the requirement
that, if at any time counsel to the Company shall determine that the listing, registration or qualification of the shares subject
to such Option, Restricted Stock Award, or other Award grant upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance
or purchase of shares thereunder, such Option, Restricted Stock Award or other Award may not be accepted or exercised in whole
or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions
acceptable to the Committee. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration
or qualification.


 


11.3
Changes in Accounting or Tax Rules. Except as provided otherwise at the time an Award is granted, notwithstanding any other
provision of the Plan to the contrary, if, during the term of the Plan, any changes in the financial or tax accounting rules applicable
to Options, Restricted Stock Awards, or other Awards shall occur which, in the sole judgment of the Committee, may have a material
adverse effect on the reported earnings, assets or liabilities of the Company, the Committee shall have the right and power to
modify as necessary, any then outstanding and unexercised Options, outstanding Restricted Stock Awards and other outstanding Awards
as to which the applicable services or other restrictions have not been satisfied.


 


11.4
Stockholder Agreements. If the Company has one or more stockholder agreements in effect at the time of grant or exercise of
an Award under the Plan, then the Committee shall, if the Company is contractually obligated to, and may, in its discretion, condition
the grant or exercise (as applicable) of any such Award upon execution by the Participant of such stockholder agreement(s), such
that the Participant shall become a party to such stockholder agreements(s) concurrently with such grant or exercise (as applicable)
of any such Award.


 


ARTICLE
XII


PLAN
AMENDMENT, MODIFICATION AND TERMINATION


 


The
Board may at any time or from time to time, with or without prior notice, amend, modify, suspend or terminate the Plan provided,
however, that no amendment or modification may become effective without approval of the amendment or modification by the stockholders
if stockholder approval is required to enable the Plan to satisfy any applicable statutory or regulatory requirements, or if the
Company, on the advice of counsel, determines that stockholder approval is otherwise necessary or desirable. No amendment, modification
or termination of the Plan shall in any manner adversely affect any Options, Restricted Stock Awards, or other Award theretofore
granted under the Plan, without the consent of the Participant holding such Options, Restricted Stock Awards, or other Awards.
Notwithstanding the foregoing or anything to the contrary in this Plan, the Board may amend or modify the terms of the Plan or
an Award Agreement, retroactively or prospectively, as permitted under Section 11.3 (Changes in Accounting or Tax Rules) or Section
14.3 (Section 409A) hereof with or without the consent of the Participant.


 




    	-19-



     


    

 


ARTICLE
XIII


WITHHOLDING


 


13.1
Withholding Requirement. The Company or any Affiliate, as the case may be, shall have the right to deduct from payments of
any kind otherwise due to a Participant, or to condition the Company’s obligations to deliver Shares upon the exercise of
any Option, the vesting of any Restricted Stock Award or lapse of Forfeiture Restrictions or Repurchase Rights, or the grant of
Stock upon the payment by the Participant of, any federal, state, local or foreign taxes of any kind required by law with respect
to the grant or issuance of, or the vesting of or other lapse of restrictions applicable to, the applicable Award or the Shares
subject to, or issuable upon exercise of, such Award. At the time of such grant, issuance, vesting or lapse, the Participant shall
pay to the Company or Affiliate, as the case may be, any amount that the Company or Affiliate may reasonably determine to be necessary
to satisfy such withholding obligation.


 


13.2
Withholding With Stock. At the time the Committee grants an Option, Restricted Stock Award, other Award, or Stock or at any
time thereafter, it may, in its sole discretion, grant the Participant an election to pay all such amounts of tax withholding,
or any part thereof, by electing (a) to have the Company withhold from shares otherwise issuable to the Participant, shares of
Stock having a value equal to the amount required to be withheld or such lesser amount as may be elected by the Participant; provided
however, that the amount of Stock so withheld shall not exceed the minimum amount required to be withheld under the method of
withholding that results in the smallest amount of withholding, or (b) to transfer to the Company a number of shares of Stock
that were acquired by the Participant more than six months prior to the transfer to the Company and that have a value equal to
the amount required to be withheld or such lesser amount as may be elected by the Participant. All elections shall be subject
to the approval or disapproval of the Committee. The value of shares of Stock to be withheld shall be based on the Fair Market
Value of the Stock on the date that the amount of tax to be withheld is to be determined (the “Tax Date”).
Any such elections by Participants to have shares of Stock withheld for this purpose will be subject to the following restrictions:


 


(a)
All elections must be made prior to the Tax Date.


 


(b)
All elections shall be irrevocable.


 


(c)
If the Participant is an officer or director of the Company within the meaning of Section 16 of the Exchange Act (“Section
16”), the Participant must satisfy the requirements of such Section 16 and any applicable Rules thereunder with
respect to the use of Stock to satisfy such tax withholding obligation.


 




    	-20-



     


    

 


ARTICLE
XIV


REQUIREMENTS
OF LAW


 


14.1
Requirements of Law. The issuance of Stock and the payment of cash pursuant to the Plan shall be subject to all applicable
laws, rules and regulations.


 


14.2
Federal Securities Law Requirements. If a Participant is an officer or director of the Company within the meaning of Section
16 of the Exchange Act, Awards granted hereunder shall be subject to all conditions required under Rule 16b-3, or any successor
rule promulgated under the Exchange Act, to qualify the Award for any exception from the provisions of Section 16(b) of the Exchange
Act available under that Rule. Such conditions shall be set forth in the agreement with the Participant which describes the Award
or other document evidencing or accompanying the Award.


 


14.3
Section 409A. Notwithstanding anything in this Plan to the contrary, the Plan and Awards made under the Plan are intended
to comply with the requirements imposed by Section 409A of the Code. If any Plan provision or Award would result in the imposition
of an additional tax under Section 409A of the Code, the Company and the Participant intend that the Plan provision or Award will
be reformed to avoid imposition, to the extent possible, of the applicable tax and no action taken to comply with Section 409A
of the Code shall be deemed to adversely affect the Participant’s rights to an Award. The Participant further agrees that
the Committee, in the exercise of its sole discretion and without the consent of the Participant, may amend or modify an Award
in any manner and delay the payment of any amounts payable pursuant to an Award to the minimum extent necessary to meet the requirements
of Section 409A of the Code as the Committee deems appropriate or desirable.


 


14.4
Governing Law. The Plan and all agreements hereunder shall be construed in accordance with and governed by the laws of the
State of Delaware excluding its conflict of laws rules.


 


ARTICLE
XV


DURATION
OF THE PLAN


 


Unless
sooner terminated by the Board, the Plan shall terminate at the close of business on the day immediately following the tenth anniversary
of the Effective Date and no Option, Restricted Stock Award, other Award or Stock shall be granted, or offer to sell Stock made,
after such termination. Options, Restricted Stock Awards, and other Awards outstanding at the time of the Plan termination may
continue to vest, be exercised, or otherwise become free of restrictions, or be paid, in accordance with their terms.


 




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