EXHIBIT 3.3
AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
UNIROYAL GLOBAL ENGINEERED PRODUCTS,
INC.
Know all men by these presents:
That we, the undersigned,
have this day voluntarily associated ourselves together for the purpose of forming a corporation under and pursuant to the provisions
of Nevada Revised Statutes 78.010 to Nevada Revised Statutes 78.090 inclusive, as amended, and certify that:
ARTICLE I
The name of this
corporation is Uniroyal Global Engineered Products, Inc.
The name and post
office address of the incorporator signing the Articles of Incorporation is: Richard D. Fritzler, 1800 E. Sahara Avenue, Suite
107, Las Vegas, Nevada 89104. The name and address of the initial members of the first Board of Directors is: Richard D. Fritzler,
1800 E. Sahara Avenue, Suite 107, Las Vegas, Nevada 89104.
ARTICLE II
The Resident Agent
of this corporation in Nevada shall be The Corporation Trust Company of Nevada, 311 South Division Street, Carson City, Nevada
89703. Offices for the transaction of any business of the Corporation, and where meetings of the Board of Directors and of Stockholders
may be held, may be established and maintained in any other part of the State of Nevada, or in any other state, territory or possession
of the United States of America, or in any foreign country as the Board of Directors may, from time to time, determine.
ARTICLE III
The nature of the business and the objects
and purpose proposed to be transacted, promoted or carried on by the Corporation is to conduct any lawful activity in accordance
with the Laws of the State of Nevada and the United States of America, including, but not limited to, the following:
1) Shall have the rights, privileges
and powers as may be conferred upon a corporation by any existing law.
2) May at any time exercise such
rights, privileges and powers, when not inconsistent with the purposes and objects for which this corporation is organized.
3) This corporation shall have perpetual
existence.
4) To sue or be sued in any Court of
Law.
5) To make contracts.
6) To hold, purchase and convey real
and personal estate and to mortgage or lease any such real and personal estate with its franchises. The power to hold real and
personal estate shall include the power to take the same by device or bequest in this state, or in any other state, territory or
country.
7) To appoint such officers and agents
as the affairs of the Corporation shall require, and to allow them suitable compensation.
8) To make By-Laws not inconsistent with
the Constitution or Laws of the United States, or of the State of Nevada, for the management, regulation and government of its
affairs and property, the transfer of its stock, the transaction of its business, and the calling and holding of meetings of its
Stockholders.
9) To wind up and dissolve itself, or
be wound up and dissolved, according to existing law.
10) To adopt or use a common seal or
stamp, and alter the same at pleasure. The use of a seal or stamp by the Corporation on any corporate document is not necessary.
The Corporation may use a seal or stamp if it desires, but such use or nonuse shall not in any way affect the legality of the document.
11) To borrow money and contract debts
when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for
any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures, and other obligations
and evidences of indebtedness, payable at a specific time or times, or payable upon the happening of a specified event or events,
whether secured by mortgage, pledge or other security, or unsecured, for money borrowed, or in payment for property purchased,
or acquired, or for any other lawful object.
12) To guarantee, purchase, hold, take,
obtain, receive, subscribe for, own, use, dispose of, sell, exchange, lease, lend, assign, mortgage, pledge, or otherwise acquire,
transfer or deal in or with bonds or obligations of, or shares, securities or interests in or issued by any person, government,
governmental agency or political subdivision of government, and to exercise all the rights, powers and privileges of ownership
of such an interest, including the right to vote, if any.
13) To purchase, hold, sell and transfer
shares of its own capital stock, and use therefor its capital, capital surplus, surplus, or other property or funds.
14) To conduct business, have one or
more offices, and hold, purchase, mortgage and convey real and personal property in this state, an in any of the several states,
territories, possessions and dependencies of the United States, the District of Columbia, and any foreign countries.
15) To do everything necessary and proper
for the accomplishment of the objects enumerated in its Articles of Incorporation, or in any amendment thereof or necessary or
incidental to the protection and benefit of the Corporation, and, in general, to carry on any lawful business necessary or incidental
to the attainment of the objects of the Corporation, whether or not the business is similar in nature to the objects set forth
in the Articles of Incorporation, or in any amendment thereof.
16) To make donations for public welfare
or for charitable, scientific or educational purposes.
17) To enter into partnerships, general
or limited, or joint ventures, in connection with any lawful activities.
ARTICLE IV (amended 3/24/03)
The amount of the total authorized capital
stock of the corporation shall be One Hundred Million (100,000,000) shares, consisting of Ninety-Five Million (95,000,000) shares
of Common Stock, par value $.001 per share, and Five Million (5,000,000) shares of Preferred Stock, par value $.001 per share.
The rights and preferences of the Preferred Stock shall be set by the Board of Directors.
ARTICLE V
The members of the governing board of the corporation shall
be styled directors. The Board of Directors shall consist of one (1) person. The number of directors of this corporation may, from
time to time, be increased or decreased by an amendment to the By-Laws in that regard and without the necessity of amending the
Articles of Incorporation. A majority of the Directors in office, present at any meeting of the Board of Directors, duly called,
whether regular or special, shall always constitute a quorum for the transaction of business, unless the By-Laws otherwise provide.
ARTICLE VI
This corporation shall have a president,
a secretary, a treasurer, and a resident agent, to be chosen by the Board of Directors. Any person may hold two or more offices.
ARTICLE VII
The capital stock of the Corporation,
after the fixed consideration thereof has been paid or performed, shall not be subject to assessment, and the individual Stockholders
of this corporation shall not be individually liable for the debts and liabilities of this Corporation, and the Articles of Incorporation
shall never be amended as to the aforesaid provisions.
ARTICLE VIII
The Board of Directors is expressly authorized:
(subject to the By-Laws, if any, adopted by the Stockholders)
1) To make, alter or amend the By-Laws
of the Corporation.
2) To fix the amount in cash or otherwise,
to be reserved as working capital.
3) To authorize and cause to be executed
mortgages and liens upon the property and franchises of the Corporation.
4) To by resolution or resolutions passed
by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the Directors of
the Corporation, which, to the extent provided in the resolution or resolutions or in the By-Laws of the Corporation, shall have
and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may
have power to authorize the seal of the Corporation to be affixed to all papers on which the Corporation desires to place a seal.
Such committee or committees shall have such name or names as may be stated in the By-Laws of the Corporation or as may be determined
from time to time by resolution adopted by the Board of Directors.
5) To sell, lease or exchange all of
its property and assets, including its goodwill and its corporate franchises, up on such terms and conditions as the board deems
expedient and for the best interests of the Corporation, when and as authorized by the affirmative vote of the Stockholders holding
stock in the Corporation entitling them to exercise at least a majority of the voting power given at a Stockholders meeting called
for that purpose.
ARTICLE IX
The Directors of this Corporation need
not be Stockholders.
ARTICLE X
In the absence of fraud, no contract
or other transaction of the Corporation shall be affected by the fact that any of the Directors are in any way interested in, or
connected with, any other party to such contract or transaction, or are themselves, parties to such contract or transaction, provided
that this interest in any such contract or transaction of any such director shall at any time be fully disclosed or otherwise known
to the Board of Directors, and each and every person who may become a director of the Corporation is hereby relieved of any liability
that might otherwise exist from contracting with the Corporation for the benefit of himself or any firm, association or corporation
in which he may be in any way interested.
ARTICLE XI
No director or officer of the Corporation
shall be personally liable to the Corporation or any of its Stockholders for damages for breach of fiduciary duty as a director
or officer involving any act or omission of any such director or officer provided, however, that the foregoing provision shall
not eliminate or limit the liability of a director or officer for acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law, or the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal
or modification of this Article by the Stockholders of the Corporation shall be prospective only, and shall not adversely affect
any limitation on the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal
or modification.
ARTICLE XII
Except to the extent limited or denied
by Nevada Revised Statutes 78.265 Shareholders shall have no preemptive right to acquire unissued shares, treasury shares or securities
convertible into such shares, of this corporation.
ARTICLE XIII (added 1/10/11)
Upon filing of this certificate of amendment,
the corporation shall effect a one-for-5 reverse split whereby each outstanding share of common stock, par value $0.001 per share
shall, without any action on the part of the holder, become and be converted into 0.20 shares of common stock, par value $0.001
per share. In connection with the reverse split, no fractional shares shall be issued. In lieu of fractional shares, each holder
who would otherwise be entitled to receive fractional shares of new common stock, will, upon surrender of the certificates representing
shares of old common stock, receive such additional fractional share as will result in the holder having a whole number of shares.
I, the undersigned, being the incorporator hereinbefore named
for the purpose of forming a corporation pursuant to the general corporation law of the State of Nevada, do make and file these
Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto
set my hand.
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State of Nevada
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Clark County
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On July 1, 1998 personally appeared before me, the undersigned, a Notary Public,
Richard Fritzler, known to me to be the person whose name is subscribed to the foregoing document and acknowledged to me that
he executed the same.
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/s/ Kristi Richardson
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Notary Public
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EXHIBIT 4.1
UNIROYAL GLOBAL ENGINEERED PRODUCTS, INC.
2015 U.S. STOCK OPTION PLAN
Purpose
. This Uniroyal
Global Engineered Products, Inc. 2015 U.S. Stock Option Plan (the “Plan”) is adopted effective as of the date indicated
below, by Uniroyal Global Engineered Products, Inc., a Nevada
corporation (the “Company”). The purpose of this
Plan is to further and promote the interest of the Company and its shareholders; to attract, motivate, and retain U.S. employees
and directors of superior capability; and to encourage such valued persons to have a proprietary interest in the Company. This
proprietary interest is expected to recognize and reward outstanding performances and contributions and to align the objectives
of the shareholders and option holders of the Company through increasing long-term interest of the option holders in the Company’s
profitability, growth, and long-term operational goals. In furtherance of that purpose, selected U.S. employees and directors of
the Company or its Subsidiaries may receive options to acquire shares of the Company’s Common Stock pursuant to this Plan.
The options granted under this Plan will be
non-statutory options taxed under Section 83 of the Internal Revenue Code of 1986, as amended from time to time. The Plan
is intended to create stock options that are exempt from the application of the provisions of Section 409A of the Internal Revenue
Code of 1986, as amended. If there is any discrepancy between the provisions of this Plan and the provisions of that exemption
to Section 409A, this discrepancy shall be resolved in a manner as to give full effect to the exemption from the provisions of
Section 409A of the Code.
1.
Definitions
. As used in this Plan and in an Award Agreement, the following terms shall have the meanings set forth in this
Section 1, unless a clearly different meaning is required by the context in which the word or phrase is used:
(a)
“
Award Agreement
”
means the written instrument evidencing the grant to an Optionee of an Option
Award pursuant to this Plan. Each Optionee may be issued one or more Award Agreements from time to time, containing one or more
Option Awards, singly, in combination, or in tandem.
(b)
“Board”
means the board of directors of the Company.
(c)
“Business Day”
means any day that is not a Saturday, a Sunday, or other day on which commercial
banks are required or authorized by law to be closed in the city in which the Company’s primary offices are located.
(d)
“Cause”
means termination of Optionee’s Continuous Service by reason of:
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(i)
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Any dishonest act;
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(ii)
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Any act which adversely reflects upon the integrity of that person or the
Company;
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(iii)
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Failure to implement and carry out policies set by the Board or management;
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(iv)
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Insubordination and/or continued unauthorized or unexcused absence from duty;
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(v)
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Any conduct which, in the opinion of the Company’s Board, reflects adversely
upon the Company’s image in the community;
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(vi)
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Engaging in conduct of a harassing or discriminatory nature in violation of
the Company’s policies or the law;
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(vii)
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Failure to perform the duties competently, correctly, and completely to the
satisfaction of the Board and pursuant to the direction of the Board after notice;
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(viii)
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Participation in a crime, a diversionary program to avoid a criminal proceeding,
or a plea of guilty or no contest to, or conviction of a crime.;
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(ix)
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An arrest for a crime involving moral turpitude;
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(x)
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Bad acts or failures in Optionee’s employment position, which would include
participation in dishonest, disloyal or unethical conduct or otherwise performing at a level unacceptable to the Board;
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(xi)
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Misrepresentation or participation in activities or conduct that may impair
the reputation or standing of the Company or may tend to bring upon the Company or Optionee embarrassment, ridicule or disrepute;
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(xii)
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A material failure to perform the duties of Optionee’s position, which
the Optionee fails to cure within 30 days after the Company provides the Optionee with written notice of such failure and an opportunity
to cure any curable failure. In the event the Company determines that a failure is not curable, only the 30 day notice of
termination and a statement that the failure is not curable are required. If the Optionee cures a curable failure during
the cure period, the Company shall have the right to terminate the Optionee’s employment for cause at any time thereafter
upon written notice of a subsequent violation of the same provision;
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(xiii)
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Upon failing the Company’s criminal background screening or drug testing;
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(xiv)
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Insubordination, which includes violation of Board or Company policy or Board
directive to Optionee; or
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(xv)
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Ineffectiveness in the Optionee’s position.
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The determination of whether an Optionee’s
conduct meets any of the above listed criteria shall be made solely by the Committee and such decision of the Committee shall be
final and binding.
(e)
“Change of Control”
means means the occurrence of any of the events described in below provided such change
would constitute a change in control under Section 409A of the Code and any guidance issued thereunder and restricted by the requirements
of this subsection and the definitions below.
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(i)
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A change in the ownership of the Company involving a change in ownership
of more than 70% of total fair market value of the Company’s shares as described in subsection (iv)(1) below or more
than 60% of the total voting power of the stock of the Company.
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(ii)
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A change in the effective control of the Company’s board of
directors involving a change of a majority of the members as described in subsection (iv)(2) below or a change in effective
ownership of more than 60% of the total voting power of the stock of the Company as described in subsection (iv)(2) below, or
a change in the ownership of a substantial portion of the assets of the Company involving a sale of assets equal to or more
than 50% as described in subsection (iv)(3) below.
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(iii)
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Notwithstanding the above, a Change in Control shall not occur by reason
of any increases in ownership of the Company by or between persons who are shareholders in the Company on April 29, 2015.
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(iv)
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Definitions
: The terms defined in this subsection shall be interpreted in a manner that is consistent with Code
§409A and Treas. Reg. §1.409A-3(i)(5).
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(1)
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Change in Ownership:
A change in the ownership of the Company occurs on the date that any
one person, or more than one person acting as a group (as defined in Treas. Reg. §1.409A-3(i)(5)), acquires ownership of stock
of the Company that, together with that stock held by such person or group, constitutes more than the percentage specified in subsection
(i) above of the total fair market value or total voting power of the stock of the Company.
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(A)
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For purposes of this subsection (1), persons will not be considered to be acting as a group solely
because they purchase or own stock of the Company at the same time, or as a result of the same public offering.
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(B)
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Persons will be considered to be acting as a group if they are owners of a corporation that enters
into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. If a person,
including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock,
or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation prior to
the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.
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(C)
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If any one person, or more than one person acting as a group, is considered to own more than the
percentage specified in subsection (i) above of the total fair market value or total voting power of the stock of a Company, the
acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the Company
(or to cause a change in the effective control of the Company (within the meaning of paragraph (2) below)).
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(D)
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An increase in the percentage of stock owned by any one person, or persons acting as a group, as
a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition
of stock for purposes of this section.
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(2)
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Change in the Effective Control of the Company:
A change in the effective control of the
Company will occur on either
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(A)
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the date that a majority of members of the Company’s Board is replaced during any 12 month
period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of
the appointment or election; or
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(B)
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the date that any one person, or more than one person acting as a group (as determined under subparagraph
(1) above of this section), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition
by such person or persons) ownership of stock of the Company possessing the percentage specified in subsection (ii) above, as applicable,
of the total voting power of the stock of the Company.
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(3)
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Change in the Ownership of a Substantial Portion of the Company’s Assets:
A change
in the ownership of a substantial portion of the Company’s assets occurs on the date that any one person, or more than one
person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition
by such person or persons) assets from the Company that have a total gross fair market value equal to or more than the percentage
specified in subsection (ii) above of the total gross fair market value of all of the assets of the Company immediately prior to
such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the
value of the assets being disposed of, determined without regard to any liabilities associated with such assets.
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(A)
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There is no change in control event under this subsection (3) when there is a transfer to an entity
that is controlled by the shareholders of the transferring corporation immediately after the transfer, as provide in this paragraph.
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(B)
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A transfer of assets by a corporation is not treated as a change in the ownership of such assets
if the assets are transferred to (A) a shareholder of the corporation (immediately before the asset transfer) in exchange for or
with respect to its stock; (B) an entity, 50 percent or more of the total value or voting power of which is owned, directly or
indirectly, by the corporation; (C) a person, or more than one person acting as a group, that owns, directly or indirectly, 50
percent or more of the total value or voting power of all the outstanding stock of the corporation; (D) an entity, at least 50
percent of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (C) above.
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(C)
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For purposes of this paragraph and except as otherwise provided, a person’s status is determined
immediately after the transfer of the assets.
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(D)
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For purposes of this subsection (3), persons will not be considered to be acting as a group solely
because they purchase or own assets of the Company at the same time, or as a result of the same public offering.
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(E)
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Persons will be considered to be acting as a group if they are owners of a corporation that enters
into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. If a person,
including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock,
or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only to
the extent of the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the
ownership interest in the other corporation.
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(v)
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Change in Control Event must be objectively determinable
. The determination of whether a change in control has
occurred under this subparagraph 1(e) shall be determined solely on the objective standards described above. None of the parties,
the Company or the Optionee retain any discretionary authority to increase the events that constitute a change in control
or to waive events that would qualify as change in control based on these standards. Any requirement that any other person,
such as the Committee or Board, certify the occurrence of a change in control must be strictly ministerial and not involve
any discretionary authority. No person or persons shall have the authority to subjectively determine whether a change in control
has occurred.
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(f)
“Code”
means the Internal Revenue Code of 1986, as amended from time to time.
(g)
“Committee”
means the Compensation Committee of the Board. If no Committee is appointed, the term “Committee”
means the Board, except in those instances where the text clearly indicates otherwise.
(h)
“Common Stock”
means (i) the Common Stock, par value $0.001 per share of the Company as adjusted as provided
in Section 10, that, as of the Date of Grant, is considered common stock of the Company within the meaning of Code §305 and
any guidance or regulations issued thereunder, is considered service recipient stock with the meaning of Treas. Reg. §1.409A-1(b)(5)(iii)
and, does not have any preferences as to distributions other than distributions of additional Common Stock and distributions in
liquidation of the Company; or (ii) if there is a merger or consolidation and the Company is not the surviving corporation, the
capital stock of the surviving corporation given in exchange for such common stock of the Company as described in Section 10.
(i)
“Company”
means Uniroyal Global Engineered Products, Inc., a Nevada corporation and its successors.
(j)
“Continuous Service”
means the absence of any interruption or termination of employment with the Company or
any Parent or Subsidiary of the Company that now exists or hereafter is organized or acquired by or acquires the Company. In the
case of a Director, Continuous Service means the absence of any interruption in the Director’s membership on the board of
directors of the Company, Parent or Subsidiary. For purposes of this subsection, if the Optionee is both an Employee of the Company,
or any of its Parents or Subsidiaries, and serves on the Board, then the Optionee’s Continuous Service shall be considered
to terminate on the last to occur of either (i) the termination of employment with the Company, or any of Parents or Subsidiaries,
or (ii) termination of membership on the Board. Continuous Service shall not be considered interrupted in the case of transfers
between locations of the Company or between the Company, its Parent, its Subsidiaries or its successor or in the case of sick
leave, military leave, or any other leave of absence approved by the Company if the period of such leave does not exceed 3 months,
or, if the leave is longer than 3 months, so long as the individual’s right to reemployment with the Company, its Parent
or Subsidiaries is provided either by statute or by contract. If the period of leave exceeds 3 months and the individual’s
right to reemployment is not provided either by statute or by contract, the Continuous Service shall be considered terminated
on the first day immediately following such three month period.
(k)
“Date of Grant”
means the later of (i) the date on which the Board grants an Option, or (ii) the effective
date of the grant determined by the Board on the grant of the Option.
(l)
“Director”
means any person who, on the Date of Grant, renders services to the Company or a Subsidiary of the
Company as a member of the board of directors of such company.
(m)
“Disability”
means the Optionee is totally and permanently disabled within the meaning of Code §22(e)(3).
(n)
“Employee”
means any person employed in the United States on the Date of Grant on an hourly or salaried basis
by the Company or a Parent or Subsidiary of the Company.
(o)
“Exercise Notice”
means a notice in substantially the same form as attached hereto as Exhibit A.
(p)
“Fair Market Value”
means the fair market value of the Common Stock on the Date of Grant.
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(i)
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If the Common Stock is not publicly traded on the Date of Grant, the Board
shall determine the fair market value of the Common Stock as of that date pursuant to the standards specified in Treas. Reg. §1.409A-1(b)(5)(iv),
using a reasonable application of a reasonable valuation method that takes into consideration in applying its methodology all available
information material to the value of the Company as of the Date of Grant. For this purpose, the valuation may take into consideration
such factors as the price determined by an independent appraisal, the price resulting from a generally applicable repurchase formula
(used for both compensatory and non-compensatory purposes other than transactions that are part of an arm’s length transaction
constituting the sale of all or substantially all of the stock of the Company to an unrelated purchaser), the price at which recent
sales have been made (provided there have been regular ongoing substantial sales of the Common Stock to independent purchasers)
and /or, in the case of illiquid stock of a start-up corporation, a valuation by a qualified individual or individuals applied
at a time that the corporation did not otherwise anticipate a change in control event or public offering of the stock. For this
purpose, a person will be considered as having significant experience if the person has at least five years of relevant experience
in business valuation or appraisal, financial accounting, investment banking, private equity, secured lending, or other comparable
experience in the line of business or industry in which the Company operates.
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(ii)
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If the Common Stock is publicly traded on the Date of Grant, the fair market
value on that date is the mean between the closing bid and asked prices of the shares as reported by the National Association of
Securities Dealer Automated Quotations (“NASDAQ”) on that date or, if the shares are listed on a stock exchange, the
mean between the high and low sales prices of the stock on that date, as reported in the
Wall Street Journal
. If trading
in the stock or a price quotation does not occur on the Date of Grant, the next preceding date on which the stock was traded or
a price was quoted will determine the fair market value.
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(q)
“Option”
means a stock option granted pursuant to the Plan.
(r)
“Option Period”
means the period beginning on the Date of Grant and ending on the earlier of the date specified
in Section 5(c) below or on the tenth anniversary of the Date of Grant.
(s)
“Optionee”
means an Employee or Director who receives an Option grant under the Plan and who executes an Award
Agreement with respect to such Option.
(t)
“Parent”
or
“Parent Corporation”
means a corporation that directly or indirectly owns or
controls 70%
of the stock or voting power of the Company.
(u)
“Plan”
means the Uniroyal Global Engineered Products, Inc. 2015 U.S. Stock Option Plan.
(v)
“Preferred Stock”
means any stock issued by the Company possessing preferred rights over the Common Stock.
(w)
“Share”
means the Common Stock and Preferred Stock, as adjusted in accordance with Section 10 of the Plan.
(x)
“Subsidiary”
means any corporation (other than the Company) in an unbroken chain of corporations beginning
with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 70%
or more of the total combined voting power of all classes of stock in one of the other corporations in such chain at any time
during the existence of this Plan.
2.
Administration.
(a)
Grants under the Plan will be determined by the Board on consultation with the Committee.
(b)
This Plan will be administered by the Committee. Notwithstanding anything contained in this Plan or any Award Agreement issued
under this Plan to the contrary, the Committee shall serve in such capacity at the pleasure of the Board, and shall be subject
to the oversight and veto of the Board with respect to all decisions and discretion of the Committee as provided in this Plan
and under any Award Agreement. All determinations, interpretations, and constructions made by the Committee in good faith shall
not be subject to review and shall be final, binding and conclusive on all persons except to the extent reviewed and revised by
the Board. All determinations, interpretations, and constructions made by the Board in good faith shall not be subject to review
and shall be final, binding and conclusive on all persons. The Board and the Committee shall not be liable for any action or determination
made in good faith with respect to the Plan or any Option Award.
The Board is authorized to appoint a successor
to any Committee member who ceases to serve. A majority of the full Committee constitutes a quorum for purposes of administering
the Plan, and all determinations of the Committee shall be made by a majority of the members present at a meeting at which a quorum
is present or by the unanimous, written consent of the Committee.
Members of the Committee, or of the Board,
if no Committee is appointed, who are either eligible for Options or have been granted Options may vote on any matters affecting
the administration of the Plan or the grant of any Options pursuant to the Plan, except that no such member shall act on the granting
of an Option to himself, but any such member may be counted in determining the existence of a quorum at any meeting during which
action is taken with respect to the granting of Options to him.
If no Committee has been appointed, members
of the Board who are either eligible for Options or have been granted Options may vote on any matters affecting the administration
of the Plan or the grant of any Options pursuant to the Plan, except that no such member shall act on the granting of an Option
to himself, but any such member may be counted in determining the existence of a quorum at any meeting of the Board during which
action is taken with respect to the granting of Options to him.
(c)
The Committee may exercise such powers and authority as may be necessary for the Committee to carry out their functions as described
in the Plan. Except as limited by subsection 2(a) above, the Committee shall have full and final authority in their discretion
to:
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(i)
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Formulate recommendations to the Board identifying the persons to whom, and
the time or times at which, Options may be granted;
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(ii)
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Formulate recommendations to the Board identifying the number of Shares that
shall be subject to each Option;
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(iii)
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Formulate recommendations to the Board identifying the terms and provisions
of the Award Agreements;
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(iv)
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Make all other determinations necessary or advisable for the operation and
administration of the Plan and any Award Agreement;
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(v)
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Interpret the Plan and all Award Agreements;
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(vi)
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Prescribe, amend, and rescind any rules relating to the Plan and all Award
Agreement;
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(vii)
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Accept or reject any Exercise Notice in the exercise of its reasonable discretion;
and
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(viii)
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Correct any defect or supply any omission or reconcile any inconsistency
in the Plan, any Award Agreement or any Option, in the manner and to the extent the Committee deems desirable.
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All interpretations,
determinations, and actions of the Committee shall be binding on persons.
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(d)
Indemnification
. The Committee shall be indemnified by the Company for any claim, loss, damage or expense incurred by him
or her in connection with the operation and administration of this Plan, if the Board concludes, in its sole and absolute discretion,
that the Committee acted in good faith in connection with the subject giving rise to such claim, loss, damage or expense.
(e)
Delegation by Board
. The Board may delegate some or all of its duties and responsibilities under this Plan and any Award
Agreement to the Committee and, in such event, the Committee shall have the authority and powers theretofore possessed by the
Board that have been delegated to the Committee including, but not limited to the power to delegate to a subcommittee of the Committee
any of the administrative powers the Committee is authorized to exercise (and references in this Plan or any Award Agreement to
the Board shall thereafter be to the Committee or subcommittee, as applicable), subject, however, to such resolutions, not inconsistent
with the provisions of this Plan, as may be adopted from time to time by the Board. The Board may retain any such authority concurrently
with a Committee or any subcommittee, as applicable, and at any time the Board may revest in the Board some or all of the powers
previously delegated.
(f)
No Obligation to Notify
. The Company, Board, and Committee shall have no duty or obligation: (i) to notify any Optionee
as to the time or manner of exercising any Option; (ii) to warn or otherwise advise any Optionee of a pending termination or expiration
of any Option or a possible period during which any Option may not be exercised; and (iii) to minimize the tax consequences of
any Optionee with respect to any Option, the exercise of any Option, the sale of any Option Shares, or otherwise.
3.
Shares Subject to Option
. The Shares that may be optioned and sold under the Plan shall be Common Stock of the Company.
Shares on which Options are granted may be authorized, but unissued, or may be treasury shares. If an Option should expire or
become unexercisable for any reason without having been exercised in full, the unpurchased Shares that were subject to the Option
shall, unless the Plan has then terminated, be available for other Options under the Plan.
The maximum aggregate number of Shares of Common
Stock that may be optioned and sold under the Plan at any point in time shall 6% of the Shares outstanding on the Date of Grant
subject to adjustment as provided in Section 10 hereof.
4.
Participants.
(a)
Eligible Participants
. Every Employee and/or Director rendering services in such role within the United States on the Date
of Grant to the Company or a Subsidiary, as the Board in its sole discretion designates, is eligible to receive non-statutory
Options under this Plan. Employees or Directors of the Parent of the Company who are not also rendering services on such date
to the Company or a Subsidiary shall not be eligible to receive non-statutory Options under the Plan.
The Committee’s award of an Option to
a participant in any year does not require the Committee to award an Option to that participant in any other year. Furthermore,
the Committee may award different Options to different participants.
The Committee may consider such factors as
it deems pertinent in selecting participants and in determining the amount of their Options, including, without limitation, (i)
the financial condition of the Company; (ii) expected profits for the current or future years; (iii) the contributions of a prospective
participant to the profitability and success of the Company; and (iv) the adequacy of the prospective participant’s other
compensation. Participants may include persons to whom stock, stock options, stock appreciation rights, or other benefits previously
were granted under this or another plan of the Company, whether or not the previously granted benefits have been fully exercised.
(b)
No Right of Employment
. An Optionee’s right, if any, to continue to serve the Company as an officer, Employee, Director
or otherwise will not be enlarged or otherwise affected by designation as a participant under this Plan, and such designation
will not in any way restrict the right of the Company, as the case may be, to terminate at any time the employment or affiliation
of any participant.
5.
Option Requirements
. Each Option granted under this Plan shall satisfy the following requirements:
(a)
Written Option
. An Option shall be evidenced by a written Award Agreement specifying (i) the number of Shares of Common
Stock that may be purchased by its exercise, and (ii) such terms and conditions consistent with the Plan as the Board shall
determine as part of the Option grant.
(b)
Exercise Price
. The exercise price of each Share subject to the Option shall equal the greater of (i) the Fair Market Value
of the Share on the Option’s Date of Grant, or, (ii) par value of the Share.
(c)
Duration of Option
. Except as otherwise expressly provided in the Award Agreement for such Option providing an earlier
termination date, each Option will expire on the tenth
anniversary of its Date of Grant. If an
Optionee’s Continuous Service terminates before the expiration date for an Option, the Options owned by such Optionee shall
expire on the earlier of the dates stated in this subsection or the date stated in subsection (d)(iv). Furthermore, expiration
of an Option may be accelerated under subsection (e) below.
(d)
Vesting of Option
. Except as otherwise expressly provided in the Award Agreement for such Option, an Option shall vest
according to the schedule described in this subsection. An Option shall be exercisable only as to the vested percentage of the
Shares subject to the Option at any point in time.
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(i)
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Each Option granted under the Plan shall become vested pursuant to the following
schedule on the anniversary of the Date of Grant with year 0 on the following table being the 12 month period following the Date
of Grant:
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YEAR
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PERCENT
VESTED
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0
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0%
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1
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33%
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2
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66%
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3
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100%
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(ii)
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All unvested Options granted pursuant to the Plan shall become 100% vested
upon termination of the Optionee’s Continuous Service by reason of one of the following events:
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(2)
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Disability (as described in Section 1(m) above)
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(3)
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Retirement on or after attaining age 65
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(4)
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Involuntary termination without Cause
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(5)
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As otherwise expressly provided in the Award Agreement for such Option.
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(iii)
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Upon the occurrence of a Change of Control during Optionee’s Continuous
Service, 50%
of an Optionee’s unvested Options granted pursuant
to the Plan shall vest (effective the day immediately before such Change of Control); provided, however, that 100%
of
an Optionee’s unvested Options granted pursuant to the Plan shall become vested (effective the day immediately before such
Change of Control) if such Optionee is a party to an Award Agreement with a Grant Date more than 2 years prior to the date of the
occurrence of such Change of Control.
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(iv)
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The Board, by majority vote, may accelerate the vesting of any Option at any
time including, if applicable and to the extent the Option has not expired at termination of Continuous Service, after termination
of the Optionee’s Continuous Service.
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(v)
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Except as provided above, all unexercised Options shall be forfeited and expire
early as follows:
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(1)
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If the Optionee’s Continuous Service is terminated for any reason, all unvested Options held
by the Optionee shall be forfeited and expire on the date of termination.
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(2)
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If the Optionee’s Continuous Service is terminated for any reason, any vested Options that
are not expired on the termination date shall be exerciseable only during the period described subsection 5(d)(v)(3) below and
shall expire at the end of such period, or if earlier, on the date specified in subsection (c) above. During such period, the Option
may be exercised only for the number of Shares for which it could have been exercised on such termination date, subject to the
requirements of this subsection (d) herein and subject to any adjustment under Section 10 herein.
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(3)
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Unless otherwise expressly provided in the Award Agreement for such Option, in the case of termination
of the Optionee’s Continuous Service for one of the following reasons, the Option shall expire on the date provided below,
or if earlier, on the date specified in subsection (c) above:
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(A)
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Death
: The Option shall expire on the one year anniversary of the Optionee’s death.
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(B)
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Disability
. The Option shall expire on the one year anniversary date of the termination
of Optionee’s Continuous Service by reason of disability.
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(C)
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Retirement on or after attaining age sixty five
. The Option will expire ninety days after
the date Continuous Service terminates.
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(D)
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Termination for Cause
. All Options held by the Optionee (whether vested or unvested) shall
expire immediately on delivery of notice to the Optionee of such termination.
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(E)
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Voluntary or Involuntary Termination for Any Other Reason
. All Options held by the Optionee shall expire 90 days following
the last day of the Optionee’s Continuous Service.
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To the
extent an Option is either unexerciseable or unexercised, the unexercised portion shall accumulate until the Option both becomes
exercisable and is exercised or until the expiration date of the Option.
(e)
Change of Control
. If a Change of Control occurs, unless otherwise expressly provided in the Award Agreement for such Option,
the Board may vote within 12 months of the date of the Change of Control to cash out all Options outstanding under the Plan as
of the date of the Change of Control or, no later than 3 Business Days after the date of the Change of Control may vote to accelerate
the expiration of the Options to the 10th Business Day after the effective date of the Change of Control. If the Board votes to
cash out the Options, it shall extend a cash payment to each Optionee equal to the difference between the Exercise Price of the
expired Option and the Fair Market Value of the Shares subject to the Option on the date of the Change of Control.
(f)
Conditions Required for Exercise. Except as provided above,
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(i)
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Options granted under the Plan shall be exercisable only to the extent they
are vested as described in subsection (d) above.
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(ii)
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Each Option issued under the Plan is exercisable only if the issuance of Shares
pursuant to the exercise would be in compliance with applicable securities laws, as contemplated by Section 9 of the Plan
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(iii)
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Each Option may be exercised only pursuant to a duly completed and executed
Exercise Notice.
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(iv)
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The Committee may impose other conditions on Options granted pursuant to this
Plan as it may deem advisable.
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(g)
Other Benefits
. Each grant of an Option may be accompanied by the grant of any other benefit chosen by the Committee so
long as the benefit is not inconsistent with the terms of this Plan and do not constitute deferred compensation under Code §409A
and applicable guidance issued thereunder.
6.
Method of Exercise
. An Option granted under this Plan shall be deemed exercised when the person entitled to exercise the
Option (a) delivers a properly executed Exercise Notice in the form of Exhibit A to the Corporate Secretary of the Company of
the decision to exercise, (b) concurrently tenders to the Company full payment for the Shares to be purchased pursuant to the
exercise, and (c) complies with such other reasonable requirements as the Committee establishes pursuant to Section 9 of the Plan.
Payment for Shares with respect to which an
Option is exercised may be made in cash, by certified check, by delivery to the Company of other Common Shares owned by the Optionee
valued at Fair Market Value on the date of exercise, or by any other method acceptable to the Committee.
Upon completion of the exercise process described
above, the Company shall direct the Company’s transfer agent to make immediate delivery of such shares, provided that if
any law or regulation requires the Company to take any action with respect to the shares specified in such notice before the issuance
thereof, then the date of delivery of such shares shall be extended for the period necessary to take such action.
7.
S Corporation Status
. During any period of time in which the Company is treated as an S corporation for federal income
tax purposes, any exercise of an Option that would result in the termination of the Company’s S corporation status will
be void and ineffective for all purposes unless the Board expressly waives application of this Section in writing.
8.
Rights Prior to Exercise of Option.
(a)
Shareholder rights
. No person will have the rights of a shareholder with respect to Shares subject to an Option granted
under this Plan until a certificate or certificates for the Shares have been delivered to him.
(b)
Partial exercise
. A partial exercise of an Option will not affect the holder’s right to exercise the Option from
time to time in accordance with this Plan as to the remaining Shares subject to the Option.
(c)
Assignability
. During the lifetime of an Optionee, his Options are exercisable only by the Optionee. Except as otherwise
provided in this Plan, any Options (whether Vested or Unvested) granted pursuant to the Plan and any rights or benefits under
this Plan may not at any time be sold, assigned, transferred, alienated, pledged, encumbered, or charged, whether voluntarily,
involuntarily, by operation of law or otherwise, including but not limited to any transfers required due to bankruptcy, domestic
relations order, or divorce (collectively, “Disposition”). Any attempted Disposition of Option (whether Vested or
Unvested) in violation of this Section or any other provision of the Plan or an Award Agreement shall be void and ineffective
for all purposes. Any Options (whether Vested or Unvested) granted pursuant to the Plan and any rights or benefits under this
Plan shall not in any manner be liable for, or subject to, any debts, contracts, liabilities or torts of an Optionee. If an Optionee
shall become bankrupt or attempt a Disposition of an Option (whether Vested or Unvested) or any rights or benefits under this
Plan to which such Optionee is entitled, or if any creditor shall attempt to subject the same to a writ of garnishment, attachment,
execution, sequestration or any other form of process or involuntary lien or seizure, then such Options (whether Vested or Unvested)
shall be forfeited to the Company, and such rights or benefits under this Plan shall cease and terminate.
9.
Taxes; Compliance with Law; Approval of Regulatory Bodies
.
(a)
The Company, if necessary or desirable, may pay or withhold the amount of any tax attributable to any Shares deliverable under
this Plan, and the Company may defer making delivery or payment until it is indemnified to its satisfaction for that tax including
until the Optionee has remitted to the Company an amount sufficient to satisfy all federal, state and local withholding tax requirements.
(b)
Options are exercisable, and Shares can be delivered under this Plan, only in compliance with all applicable federal and state
laws and regulations, including, without limitation, state and federal securities laws, and the rules of all stock exchanges on
which the Company’s stock is listed at any time. An Option is exercisable only if either (a) a registration statement pertaining
to the Shares to be issued upon exercise of the Option has been filed with and declared effective by the Securities and Exchange
Commission and remains effective on the date of exercise, or (b) an exemption from the registration requirements of applicable
securities laws is available. This Plan does not require the Company, however, to file such a registration statement or to assure
the availability of such exemptions. Each Option may not be exercised, and Shares may not be issued under this Plan, until the
Company has obtained the consent or approval of every regulatory body, federal or state, having jurisdiction over such matters
as the Committee deems advisable.
Any certificate issued to evidence Shares
issued under the Plan may bear such legends and statements, and shall be subject to such transfer restrictions, as the Committee
deems advisable to assure compliance with federal and state laws and regulations and with the requirements of this Section. Until
(a) the Common Shares are effectively registered under the Securities Act, or (b) the holder of the Common Shares delivers to the
Company a written opinion of counsel to such holder that is satisfactory to the Company, to effect that such legend is no longer
necessary under the Securities Act, the Company will cause each certificate representing its securities to be stamped or otherwise
imprinted with a legend to substantially the following effect:
The shares represented by this certificate
have not been registered under the Securities Act of 1933 or under any applicable state securities law. The shares have been
acquired for investment and may not be sold or transferred in the absence of an effective registration statement for the shares
under the Securities Act of 1933 and under applicable state law or an opinion of counsel satisfactory to the Company to the effect
that such registration is not required.
(c)
Each person who acquires the right to exercise an Option by bequest or inheritance may be required by the Committee to furnish
reasonable evidence of ownership of the Option as a condition to his exercise of the Option. In addition, the Committee may require
such consents and releases of taxing authorities as the Committee deems advisable.
(d)
Code Section 83(b) Election
. Optionee shall be permitted to make, if applicable, an election described in Code Section
83(b) with respect to any Options granted pursuant to this Plan, which may be beneficial to the Optionee from an income tax standpoint.
The Optionee shall provide the Company with a copy of such election, if made.
10.
Adjustment
upon Change of Shares
. If a reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange
of shares, stock split, stock dividend, rights offering, or other expansion or contraction of the Shares occurs, the number and
class of Shares for which Options are authorized to be granted under this Plan, the number and class of Shares then subject to
Options previously granted under this Plan, and the price per Share payable upon exercise of each Option outstanding under this
Plan shall be equitably adjusted by the Committee pursuant to the guidelines in this Section 10 and in accordance with Treas.
Reg. §1.409A-1(b)(5)(v) (including, to the extent applicable, subsection (H) of such regulations) to reflect such changes
provided however, that no such adjustment shall entitle an Optionee to purchase Shares that are other than Common Stock of the
Company satisfying the requirements of Treas. Reg. §1.409A-1(b)(5)(iii). To the extent deemed equitable and appropriate by
the Board, subject to any required action by stockholders, in any merger, consolidation, reorganization, liquidation or dissolution,
any Option granted under the Plan shall pertain to the securities and other property to which a holder of the number of Shares
of stock covered by the Option would have been entitled to receive in connection with such event provided such substitution or
modification of the Option satisfies the requirements of Treas. Reg. §1.409A-1(b)(5)(v)(D).
(a)
Stock Dividends - Split-Ups
. If, after the issuance of an Option under the Plan, and subject to the provisions of subparagraph
10(g) below, the number of outstanding Shares is increased by a stock dividend payable in Shares of Common Stock or by a split-up
of Shares of Common Stock, then, on the day following the date fixed for the determination of holders of Common Stock entitled
to receive such stock dividend or split-up, the number of Shares issuable on exercise of each Option shall be increased in proportion
to such increase in the number of outstanding Shares, and the then applicable Option Price shall be correspondingly decreased.
(b)
Aggregation
of Shares
. If, after the issuance of an Option under the Plan, and subject to the provisions of subparagraph 10(g) below, the
number of outstanding Shares of Common Stock is decreased by a combination or reclassification of Shares of Common Stock, after
the effective date of such combination or reclassification, the number of Shares issuable on exercise of each Option shall be decreased
in proportion to such decrease in the number of outstanding Shares, and the then application Option Price shall be correspondingly
increased.
(c)
Special Stock Dividends
. If after the exercise of an Option under the Plan, Shares of any class of stock of the Company
(other than Common Stock) are issued by way of a stock dividend on outstanding Common Stock, then, commencing with the day following
the date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, in addition to any Share
of Common Stock receivable upon exercise of an Option, the holders shall, upon exercise of an Option, be entitled to receive,
as nearly as practicable, the same number of Shares of dividend Stock, plus any Shares issued upon any subsequent change, replacement,
subdivision, or combination thereof to which the holders would have been entitled, had the exercise of their Options occurred
immediately prior to such stock dividend. No adjustment in the Option Price shall be made merely by virtue of any event specified
in this paragraph.
(d)
Mergers and Reorganization
. If, after the issuance of an Option under the Plan, any capital reorganization or reclassification
of the Common Stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or
substantially all of its assets to another corporation shall be effected, then, as condition of such reorganization, reclassification,
consolidation, merger, or sale, lawful and fair provision (insofar as practicable) shall be made whereby the holders shall thereafter
have the right to purchase and receive upon the basis and upon the terms and conditions specified in an Option and in lieu of
the Shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, such sales of stock, securities, or assets as may be issued or payable with respect to or in exchange for a number of
outstanding Shares of such Common Stock equal to the number of Shares of such stock immediately theretofore purchasable and receivable
upon the exercise of the rights represented by an Option had such reorganization, reclassification, consolidation, merger, or
sale not taken place, and in any case appropriate provision shall be made with respect to the rights and interest of the holders
to the end that the provisions hereof (including, without limitation, provisions for adjustments of Option Price and of the number
of shares purchasable upon the exercise of an Option) shall thereafter be applicable, as nearly as may be in relation to any Share
of stock, securities, or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation,
merger, or sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from
such consolidation or merger, or the corporation purchasing such assets, shall assume by written instrument executed and delivered
to the Board the obligation to deliver to the holders such Shares of stock, securities, or assets as, in accordance with the foregoing
provisions, such holders may be entitled to purchase.
(e)
Liquidating Dividends
. Subject to the provisions of subparagraph 10(g) hereof, in case the Company shall, at any time prior
to the exercise of an Option, make any distribution of its assets to holders of its Common Stock as a liquidating or partial liquidating
dividend, then a holder of an Option who thereafter exercises the same as herein provided after the date of record for the determination
of those holders of Common Stock entitled to such distribution of assets as a liquidating or partial liquidating dividend shall
be entitled to receive for the purchase price per share, in addition to each Share of Common Stock, the amount of such distribution
or, at the option of the Company, a sum equal to the value of any such assets at the time of such distribution to holders of Common
Stock, as such value is determined by the Board in good faith, which would have been payable to such holder had he been the holder
of record of such Common Stock receivable upon exercise of such Option on the record date of the determination of those entitled
to such distribution.
(f)
Dissolution
. In case of the dissolution, liquidation or winding-up of the Company, all rights under an Option shall terminate
on a date fixed by the Company, such date to be not earlier than the date of the commencement of the proceedings for such dissolution,
liquidating or winding-up and not later than thirty (30) days after such commencement date. Notice of such termination of purchase
rights shall be given to the holders of Options, as the same shall appear on the books of the Company maintained by the Corporate
Secretary, by certified mail at least thirty (30) days prior to such termination date.
(g)
Notice
of Changes in Options
. Upon any adjustment of an Option Price of the number of Shares issuable on exercise of an Option, or
upon any extension of the Expiration Date, the Company shall give written notice thereof by first class mail to each holder of
an Option, at the address appearing on the books of the Company maintained by the Corporate Secretary. Such notice shall state
the Option Price resulting from such adjustment and the increase or decrease, if any, in the number of Shares purchasable at such
price upon the exercise of an Option, setting forth in reasonable detail the method of calculation and the facts upon which such
calculation is based. Failure to give such notice, or any defect therein, shall not affect the legality or validity of the subject
adjustments.
11.
Amendment
and Termination of Plan and/or Outstanding Options
. The Board may alter, amend, or terminate this Plan from time to time without
approval of the shareholders. However, without the approval of the shareholders, no amendment will be effective that:
(a)
materially increases the benefits accruing to participants under the Plan;
(b)
increases
the aggregate number of Shares that may be delivered upon the exercise of Options granted under the Plan;
(c)
materially modifies the eligibility requirements for participation in the Plan; or
(d)
amends
the requirements of subsections (a)-(c) of this Section.
The Board may alter or amend the terms
of an Option granted before the amendment, whether with or without the approval of shareholders, provided, that the amendment (unless
the alteration is expressly permitted under this Plan) will be effective only with the consent of the Optionee to whom the Option
was granted or the holder currently entitled to exercise it and the amendment is not considered a modification or extension of
the Option under Treas. Reg. §1.409A-1(b)(5)(v).
12.
General.
(a)
Liability of the Company
. The Company, its Parent and any Subsidiary that is in existence or hereafter comes into existence
as well as any officers, executives or employees of those companies shall not be liable to any person for any tax consequences
expected but not realized by an Optionee or other person due to the exercise of an Option.
(b)
Severability.
The invalidity or unenforceability of any provisions of this Plan in any jurisdiction shall not affect the validity, legality
or enforceability of the remainder of this Plan in such jurisdiction or the validity, legality or enforceability of any provision
of this Plan in any other jurisdiction.
(c)
Copies of the Plan.
A copy of this Plan shall be delivered to a participant at or before the time that such participant
executes an Award Agreement, but the failure of Company to send, or the participant to receive, a copy of the Plan at or before
such time shall in no way affect the application of the terms and conditions of this Plan to any Options issued pursuant to such
Award Agreement.
(d)
Electronic
Delivery.
Any reference in this Plan to a “written” agreement or document shall include any agreement or document
delivered electronically or posted on the Company’s intranet.
(e)
Expenses of Plan
. The Company shall bear the expenses of administering the Plan.
(f)
Duration of Plan
. Options may be granted under this Plan only during the 10 years immediately following the effective date
of this Plan but Options granted during such period may extend beyond that date and the terms of this Plan shall continue to apply
to such Options and Shares acquired by exercise thereof. Any Options granted before the date on which shareholders approve the
Plan shall be conditioned on the adoption of the Plan being approved by the shareholders; however, the Date of Grant of such Options
shall not be delayed because of the need for shareholder approval.
(g)
Applicable
Law
. The validity, interpretation, and enforcement of this Plan and all Options issued hereunder are governed in all respects
by the laws of Florida and the United States of America.
(h)
Construction.
The singular may include the plural, and vice-versa unless the context clearly indicates to the contrary. Headings and subheadings
are for the purpose of reference only and are not to be considered in the construction of the Plan. The use of any gender shall
include any other or all genders as used in this Plan.
(i)
Effective Date
. The effective date of this Plan shall be the earlier of (i) the date on which the Board adopts the Plan
or (ii) the date on which the shareholders approve the Plan.
Adopted by the Board of Directors on April
29, 2015.
Approved by the Shareholders on June
25, 2015.
EXHIBIT A
Exercise Notice
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Uniroyal Global Engineered Products, Inc.
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1800 2nd Street, Suite 970
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Sarasota, FL 34236
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Date of Exercise: _______________
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To the Stock Option Committee:
This constitutes notice under my Award Agreement
that I elect to purchase the number of shares of Uniroyal Global Engineered Products, Inc., a Nevada corporation (the “Company”)
for the price set forth below:
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Grant date:
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___________________________________________
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Number of Option Shares as to which
the option is exercised:
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___________________________________________
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Stock certificate to be issued in name of:
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___________________________________________
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Option price per share:
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$__________________________________________
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Total option price:
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$__________________________________________
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Payment delivered herewith:
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$__________________________________________
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Form of payment (check one or more):
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¨
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Cash,
check, bank draft or money order
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¨
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Delivery
of a Promissory Note under which I am personally liable (if consented to by the Committee)
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¨
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Pursuant to a Regulation
T Program (cashless exercise) if the shares are publicly traded
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¨
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Delivery of already-owned
shares if the Shares have been owned for more than six months
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¨
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Net exercise
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By this exercise, I agree (i) to provide
such additional documents as the Committee of the Company may require pursuant to the terms of the Uniroyal Global Engineered Products,
Inc. 2015 U.S. Stock Option Plan; (ii) to provide for the payment by me to the Company (in the manner designated by the Committee)
of the Company’s tax withholding obligation, if any, relating to the exercise of this Option; and (iii) to provide a form
of payment for the Option Shares in a manner agreed to by the Committee.
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Submitted By:
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Accepted By:
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Uniroyal Global Engineered Products, Inc.,
a Nevada corporation
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Printed Name
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By:
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Signature
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Date:
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Date:
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