Exhibit 99.1

AMENDMENT TO pURPLE INNOVATION, INC. 2017 EQUITY INCENTIVE PLAN

The Board of Directors (the “Board”) of Purple Innovation, Inc. (the “Company”) hereby amends the Purple Innovation, Inc. 2017 Equity Incentive Plan (the “Plan”) as follows. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Plan.

WHEREAS, the Company maintains the Plan for itself and its Affiliates, and Section 14(a) of the Plan allows the Company’s Board to amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time, without stockholder approval, except for limited provisions that are not applicable.

WHEREAS, on July 12, 2021, the Board adopted a unanimous written consent authorizing and approving the Plan’s amendment of some or all of Sections 7(f), 13 and 15(u) of the Plan, to (i) eliminate single trigger vesting on a Change in Control, unless specifically approved by the Board or Committee, and (ii) make other changes beneficial to administration of the Plan.

NOW, THEREFORE, the Plan is amended as follows, effective July 12, 2021:

1. Section 7(f) of the Plan is amended in its entirety to read as follows:

(f) Compliance with Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable, or any other applicable law, the applicable rules and regulations of the Securities and Exchange Commission, the applicable rules and regulations of any securities exchange or inter-dealer quotation system upon which the securities of the Company are listed or traded, or the trading rules or policies of the Company. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company, if a Participant’s employment or service terminates for any reason other than for Cause and during the last thirty days of the post-termination exercise period, if any, applicable to the Participant’s Option the exercise of the Participant’s Option would be prohibited by applicable law, the applicable rules and regulations of the Securities and Exchange Commission, the applicable rules and regulations of any securities exchange or inter-dealer quotation system upon which the securities of the Company are listed or traded, or the trading rules or policies of the Company, then the applicable post-termination exercise period will be extended to the last day of the calendar month that commences following the date the Award would otherwise expire, with an additional extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period, generally without limitation as to the maximum permitted number of extensions; provided, however, that in no event may such Option be exercised after the expiration of its maximum term.

2. Section 13 is amended in its entirety to read as follows:

13. Reserved [This amendment shall not modify any award outstanding prior to this amendment to the extent that such modification is prohibited by Section 14(b) of the Plan.]

3. Section 15(u) is amended in its entirety to read as follows:

(u) Section 409A. Unless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements will be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted under this Plan exempt from Section 409A of the Code, and, to the extent not so exempt, comply with Section 409A of the Code. If the Board determines that any Award granted under this Plan is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement expressly provides otherwise), if a Participant holding an Award that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date that is six months following the date of such Participant’s “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) or, if earlier, the date of the Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses (or as soon as practicable following the Participant’s death, if applicable), with the balance paid thereafter on the original schedule. Notwithstanding anything in the Plan or any Award Agreement to the contrary, each Participant is solely liable and responsible for any federal and state income or other taxes arising from any Award to the Participant, the Company has no duty or obligation to minimize the tax consequences of any Award to the Participant and will not be liable to the Participant or Participant’s estate for any adverse tax consequences to the Participant or the Participant’s estate in connection with any Award.

Exhibit 99.2

RESTATED AND AMENDED PURPLE INNOVATION, INC. 2019 LONG-TERM EQUITY INCENTIVE PLAN

The Board of Directors (the “Board”) of Purple Innovation, Inc., for itself and its subsidiaries (collectively “Company”), has adopted this Purple Innovation, Inc. 2019 Long-Term Equity Incentive Plan (the “Plan”) as of May 9, 2019 and restated and amended the Plan as of July 12, 2021.

The purposes of the Plan are to retain and incentivize key employees who can influence long-term business success by improving profitability and shareholder value. The intent of this Plan is to maintain competitive compensation for such key employees and link a component of total compensation with long-term business performance.

(a) “Annual Base Salary” with respect to the Plan Period (defined below) shall mean the amount of salary paid by the Company to a participant during a specified calendar year in such Plan Period without reduction for any amounts withheld pursuant to participation in a qualified “cafeteria plan” under Section 125 of the Internal Revenue Code (the “Code”) or a cash or deferred arrangement under Section 401(k) of the Code. Annual Base Salary shall not include any amount paid or accruing to a participant under the Plan, cash awards granted under any Purple Innovation, Inc. short-term cash incentive or any other incentive plan, any extraordinary remuneration, expense allowance, imputed income or any other amounts deemed to be indirect compensation, and any contributions made by the Company to this Plan or any other plan or any other amounts which, in the discretion of the Board, are not considered to be Annual Base Salary for purposes of the Plan.

(b) “Equity Level” with respect to the Plan shall mean the monetary value used to determine the amount of equity awarded in a Grant Document (defined below) as set forth in this Plan, determined by multiplying (x) the percentage set forth in the participation letter issued by the Company to those who are eligible to participate in the Plan by (y) the participant’s Annual Base Salary.

(c) “Grant Document” shall mean an “Options Grant Agreement”, “Restricted Share Unit Agreement”, “Performance-Based Share Unit Agreement” or other document signed by the Company and the employee in which the terms of the equity award are stated.

(d) “Incentive Plan” shall mean the Purple Innovation, Inc. 2017 Equity Incentive Plan previously approved by the shareholders and which governs and takes precedence over this Plan and any Grant Document. Any capitalized terms used herein not otherwise defined or defined inconsistently with a definition in the Incentive Plan, shall have the meaning provided in the Incentive Plan.

(e) “Plan Period” shall mean all of the five calendar years beginning with 2019 (January 1, 2019) and ending with 2023 (December 31, 2023). (If the Plan is extended to apply to subsequent years it shall mean the Company’s fiscal year if then different from the calendar year.)

(f) “Vesting Schedule” shall mean the dates on which equity awarded under the Plan vests, or becomes an exercisable property right owned by the participant, in accordance with the terms of the Grant Document received by the participant during the Plan Period.

The Plan is authorized by the Board and shall be administered by the Company under the oversight of the Human Capital & Compensation Committee. All awards made under the Plan shall be approved by the Board. No member of the Board, while serving as such, shall be eligible for participation in the Plan as a director but shall be eligible as an employee if also employed by the Company. The Board shall have exclusive and final authority in all determinations and decisions affecting the Plan and its participants. The Board shall also have sole authority to interpret the Plan, to establish and revise rules and regulations relating to the Plan, to delegate such responsibilities or duties as it deems desirable, and to make any other determination that it believes necessary or advisable for the administration of the Plan including, but not limited to: (i) approving the designation of eligible participants; (ii) determining the percentage to be multiplied by a participant’s Annual Base Salary; (iii) setting the time restriction or the performance-based criteria for each participant; and (iv) determining attainment of the Plan’s purpose and other material terms.

Participation in the Plan is limited to key employees, other than the Chief Executive Officer, who are employed to serve as C-Suite Executives, Senior Vice Presidents, Vice Presidents or Senior Directors as determined by the Company’s management, or Board if required by the Bylaws, upon consideration of such factors deemed appropriate in connection with accomplishing the purposes of the Plan. The Board may from time to time designate when a participant ceases to be a participant of the Plan during the Plan Year or return to participation in the Plan during the Plan Period. The timing of equity awards for new employees hired and beginning service during a calendar year within the Plan Period shall be determined on a case-by-case basis.

For the Plan to activate, the Company must have sufficient shares available for issuance in accordance with the Incentive Plan, as the same may be refreshed from time to time. In no case shall an award be valid or binding if there is insufficient equity in the Incentive Plan to issue Class A Common Stock under this Plan. All equity awards must be consistent with the Incentive Plan.

Unless stated in the Grant Document or otherwise determined by the Board, in its sole discretion, a participant shall have no right to receive equity under the Plan unless the participant remains in the employ of the Company at the time of the grant, and shall have no right to exercise options or to receive a distribution of issued shares granted under the Plan unless the participant remains in the employ of the Company through and including one or more dates provided in the Vesting Schedule, and then limited to the portion(s) vested under the Vesting Schedule. No participant shall have a right to more than the amount of equity to be granted when vested or to exercise more than the number of options vested in accordance with the Grant Document. Grant Documents entered into during the Plan Period may provide for vesting, lapses of restrictions, and distributions of shares or other payments after the Plan Period and after any termination of employment as provided therein.

Subject to the other provisions of the Plan, equity awarded to a participant under the Plan will be made for each calendar year within the Plan Period by entering into a Grant Document with the participant for options to purchase Class A Common Stock of the Company or to be issued Class A Common Stock in an amount taking into account the quotient of (x) the Equity Level applicable to the participant for the subject calendar year within the Plan Period divided by (y) the fair market value of the Company’s Class A Common Stock, as determined in accordance with the Grant Document, on the date of the award stated on the Grant Document. It is anticipated that the form for the Grant Document will provide a Vesting Schedule governing the exercisability of any options and the lapse of the restrictions of any time or performance-based share units awarded therein. The Company reserves the right to amend and change the form of agreement from time to time in its discretion. Equity awarded under the Plan, including the form of equity, will be recommended by management and/or the Human Capital & Compensation Committee and subject to approval by the Board.

The grant will occur promptly for each calendar year within the Plan Period in the form of a Grant Document entered into during an open trading window as determined in accordance with the Company’s Insider Trading Policy after the elements of the Equity Level for the participant have been determined and announced to the participant. Any changes in the Annual Base Salary of participants, and of their respective participation percentages, are anticipated by March 15th of each calendar year within the Plan Period but may occur at any time with supplemental awards and amendments to form Grant Documents made later in the year if necessary to account for the lapse in time.

(a) A participant’s rights and interests under the Plan are personal to the participant and may not be sold, assigned, pledged, or otherwise transferred or encumbered in any manner.

(b) No equity award will be earned that is not vested or for which any time or performance-based restriction has not lapsed in accordance with the Vesting Schedule at the time employment is terminated (including for voluntary or involuntary separation, retirement, death or disability), except as may be stated in the Grant Document.

(c) Neither the Plan nor any action taken under the Plan shall be construed as giving any employee any right to continued employment with the Company either before or after vesting or the lapse of restrictions under the Vesting Schedule set forth in the Grant Document.

(d) The Company shall have the right to make such provisions as it deems necessary or appropriate to satisfy any obligations it may have to withhold income or other taxes incurred because of equity awards made under the Plan or vesting or other lapse of restrictions under the Vesting Schedule.

(e) The Board may at any time, and from time to time, alter, amend, suspend, or terminate the Plan in whole or in part prior to any equity award under the Plan. Notwithstanding the foregoing, no such action may be taken that affects adversely any of the rights of a participant, without such participant’s consent, under a Grant Document previously entered into under the Plan.

(f) The Company has the right to recoup or “clawback” awards granted under this Plan in accordance with the Company’s clawback policy in effect at the time and to impose equity ownership guidelines as a condition for the awards.

(g) The Plan shall apply only to Grant Documents entered into during the Plan Period and shall not continue thereafter for subsequent years or from year to year, except as hereafter may be determined by the Board.

(h) In the absence of a written employment contract, the relationship between employees and the Company is one of at-will employment. The Plan does not alter this relationship. The Plan will not supersede any specific employment contract obligations the Company may have with a Plan participant.

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Exhibit 99.3

Purple Innovation, Inc.

2017 EQUITY INCENTIVE PLAN

Restricted Share Unit Agreement

Purple Innovation, Inc., a Delaware corporation (the “Company“), hereby grants to Participant identified below, as of the below Date of Grant, the right to receive shares of Class A Common Stock, par value $0.0001 per share, in an amount equal to the Number of Shares specified below on the terms and conditions contained in this Restricted Share Unit Agreement and the Company’s 2017 Equity Incentive Plan (the “Plan“) and 2019 Long-Term Equity Incentive Plan (the “LTIP”), copies of which have been provided to Participant. Any capitalized term used but not defined in this Agreement shall have the meaning given to the term in the Plan or LTIP as they currently exist or may hereafter be amended.

¹ Determined using the 30-consecutive-trading-day volume weighted average price at the close of market on the Date of Grant.

The Participant hereby acknowledges receipt of a copy of the Plan as presently in effect. The text and all of the terms and provisions of the Plan are incorporated herein by reference, and this grant is subject to these terms and provisions in all respects. This grant also is subject to Participant’s compliance with all other agreements between Participant and the Company, including but not limited to those agreements entered into at the beginning of Participant’s employment.

Exhibit 99.4

Purple Innovation, Inc.

2017 EQUITY INCENTIVE PLAN

Performance-Based Share Unit Agreement

Purple Innovation, Inc., a Delaware corporation (the “Company“), hereby grants to Participant identified below, as of the below Date of Grant, the right to receive shares of Class A common stock, par value $0.0001 per share, in an amount initially equal to the Target Number of Shares specified below on the terms and conditions contained in this Performance-Based Share Unit Agreement (including the Schedule attached hereto, this “Agreement”) and the Company’s 2017 Equity Incentive Plan (the “Plan“) and 2019 Long-Term Equity Incentive Plan (the “LTIP”), copies of which have been provided to Participant. Any capitalized term used but not defined in this Agreement shall have the meaning given to the term in the Plan or LTIP as they currently exist or may hereafter be amended.

(b) In the event Participant’s employment is terminated on or after March 15, 2022 and prior to the end of the Performance Period by reason of involuntary termination by the Company without Cause on or within twelve months after a Change in Control then, Subject to Section 9, Participant shall be entitled to receive a pro-rata distribution (calculated based on the days elapsed in the Performance Period prior to the employment termination date divided by the total days in the Performance Period) of the Performance Award determined by the Committee, in its sole discretion, after completion of the Performance Period to be paid based on the attached Performance Goals Schedule with the pro-rata payment being calculated based on the performance goals attained as of the date of the termination or the end of the Performance Period, whichever produces a lower amount. In the event Participant’s employment is terminated by reason of an involuntary termination by the Company without cause on or within twelve months after completion of the Performance Period but prior to certification and distribution of the Performance Award then, subject to Section 9, Participant shall be entitled to receive the Performance Award determined by the Committee after completion of the Performance Period to be distributed, in its sole discretion, based on the attached Performance Goals Schedule. Such distributions will be made at the same time that distributions are made to active employees.

The Participant hereby acknowledges receipt of a copy of the Plan as presently in effect. The text and all of the terms and provisions of the Plan are incorporated herein by reference, and this grant is subject to these terms and provisions in all respects. This grant also is subject to Participant’s compliance with all other agreements between Participant and the Company, including but not limited to those agreements entered into at the beginning of Participant’s employment.

Performance Goals Schedule

Subject to the terms of this Agreement, vesting of the Target Award is contingent upon achievement of the 60-consecutive trading-day volume weighted average price (“VWAP”) of the Class A Common Stock of Purple Innovation, Inc. targets identified in the chart below and as determined and certified by the Committee in accordance with the Plan after the end of the Performance Period. The distribution of Distributed Shares will be deferred until after the conclusion of the Performance Period, provided that the participant continues to be employed by the Company at the time of such distribution, except as provided in the Agreement. For purposes hereof, “60-consecutive trading-day” VWAP will be determined as of the last day of the Performance Period. Vesting for achievement between targets will be subject to straight-line interpolation. These targets will be subject to adjustment by the Committee in accordance with Section 12 of the Plan.

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Exhibit 99.5

PURPLE INNOVATION, INC. 2021 SHORT-TERM CASH INCENTIVE PLAN

The Board of Directors (the “Board”) of Purple Innovation, Inc., for itself and its subsidiaries (collectively “Company”), has adopted this Purple Innovation, Inc. 2021 Short-Term Cash Incentive Plan (the “Plan”) as of July 12, 2021.

1. Purpose of Plan.

The purposes of the Plan are to provide clear focus on the Company’s annual strategic objectives, to align compensation with Company performance, to motivate and reward personal performance, and to retain the talent needed to drive success.

2. Definitions.

(a) “Annual Base Salary” with respect to the Plan Year (defined below) shall mean the amount of salary paid by the Company to a Participant (defined below) during such Plan Year without reduction for any amounts withheld pursuant to participation in a qualified “cafeteria plan” under Section 125 of the Internal Revenue Code (the “Code”) or a cash or deferred arrangement under Section 401(k) of the Code. Annual Base Salary shall not include any amount paid or accruing to a Participant under the Plan, equity awards granted under the Purple Innovation, Inc. 2017 Equity Incentive Plan or any other incentive plan, any extraordinary remuneration, expense allowance, imputed income or any other amounts deemed to be indirect compensation, and any contributions made by the Company to this Plan or any other plan or any other amounts which, in the discretion of the Board, are not considered to be Annual Base Salary for purposes of the Plan.

(b) “Bonus Amount” is the amount of cash to be awarded to a Participant under the Plan, and it is the product of (i) the Individual Allocation (defined below) of the Participant multiplied by (ii) the Bonus Fund Amount (defined below).

(c) “Bonus Fund Amount” is the amount of cash made available under the Plan from which each Bonus Amount is paid, and it is the product of (i) the Bonus Percentage (defined below) multiplied by (ii) the sum of the products of (A) each Participant’s Annual Base Salary multiplied by (B) that Participant’s Participation Percentage (defined below).

(d) “Bonus Percentage” is the percentage determined by the Company meeting certain Financial Targets (defined below). The Bonus Percentage will be a single percentage from and between 50% to 150% as determined on a pro rata basis for each of the two Financial Targets on a weighted basis. The percentage for each Financial Target will be determined in proportion to the actual amount achieved in between the Minimum Target Level and the Plan Target Level for the incremental percentage increase between 50% and 100%, or in proportion to the actual amount achieved in between the Plan Target Level and Maximum Target Level for the incremental percentage increase between 100% and 150%, as these terms are used in the definition of Financial Targets. In no event will the percentage for either Financial Target be below 50% or above 150%. The percentage for each Financial Target will be weighted at 50% for the Adjusted EBITDA Target and 50% for the Net Revenue Target, as these terms are used in the definition of Financial Targets, for a final combined Bonus Percentage. The Bonus Percentage is used to determine the Bonus Fund Amount from which a Bonus Amount will be paid to each Participant.

(e) “Financial Targets” are the targets for net revenue (the “Net Revenue Target”) and adjusted EBITDA (the “Adjusted EBITDA Target”) set by the Company for the Plan Year and consist of the financial targets for each at plan (the “Plan Target Level”) and at minimum and maximum levels (respectively, the “Minimum Target Level” and “Maximum Target Level”). For purposes of this definition, “adjusted EBITDA” and “net revenue” shall mean the amounts reported by the Company in its Form 10-K, for the Plan Year; however, in determining the Adjusted EBITDA Target the Committee may in its sole discretion decide to impose additional or eliminate certain adjustments in the calculation of that target for purposes of the Plan. The Financial Targets shall account for 70% of each Participant’s Incentive Factor.

(f) “Incentive Points” are the points for each Participant that are the quotient of (i) the product of (A) the Participant’s Annual Base Salary multiplied by (B) the Participant’s Incentive Factor, divided by (ii) 1,000,000.

(g) “Incentive Factor” is for each Participant the sum of (i) the Corporate Factor and (ii) the Individual Factor applicable to that Participant. For purposes of this definition, “Corporate Factor” is 70% of the Participant’s Participation Percentage, and “Individual Factor” is 30% of the Participant’s Participation Percentage. The Individual Factor portion is subject to adjustment in accordance with the Participant’s Personal Performance Criteria (defined below).

(h) “Individual Allocation” is a percentage applicable to each Participant that is the quotient of (i) the Participant’s Incentive Points divided by (ii) the sum of all Participants’ Incentive Points. Each Participant’s Individual Allocation is multiplied by the Bonus Fund Amount to determine that Participant’s Bonus Amount to be paid under the Plan.

(i) “Participant” is the executive officer or other employee determined by the Board to be entitled to participate in the Plan and has the title of Senior Director, Vice President or Senior Vice President and C-Suite Executive other than the Chief Executive Officer.

(j) “Participation Percentage” is the percentage set forth in the participation letter issued by the Company to each Participant determined to be eligible to participate in the Plan.

(k) “Payment Date” shall mean the date payments are made under the Plan which shall occur promptly following the filing of the Company’s audited financial results in Form 10-K for the Plan Year (defined below).

(l) “Personal Performance Criteria” for participants in the Plan may include one or more criteria as set by management and approved by the Board in their discretion to promote the Company’s key strategic objectives. The Personal Performance Criteria shall account for 30% of the Incentive Factor used to determine Incentive Points. Individual performance is ranked on a scale of 1 to 5. Those scoring a 1 or 2 will have this portion of the Incentive Factor reduced to 0%, meaning only the Corporate Factor will be included in the Incentive Factor and used to determine Incentive Points. Those scoring a 3 will retain the full 30%, meaning both the Corporate Factor and the Individual Factor will be included in the Incentive Factor used to determine Incentive Points. Those scoring a 4 or 5 receive an additional amount above the 30% Individual Factor portion of the Incentive Factor, with 30% multiplied by 1.25% for those scoring a 4 and multiplied by 1.5% for those scoring a 5, resulting in an incrementally higher Incentive Factor used to determine such Participant’s Incentive Points.

(m) “Plan Year” shall mean calendar year 2021 (January 1, 2021 – December 31, 2021). (If the Plan is extended to apply to subsequent years it shall mean the Company’s fiscal year if then different from the calendar year.)

3. Administration of the Plan.

The Plan is authorized by the Board and shall be administered by the Company under the oversight of the Human Capital & Compensation Committee (“Committee”). All awards made under the Plan shall be approved by the Board. No member of the Board, while serving as such, shall be eligible for participation in the Plan as a director but shall be eligible as an employee if also employed by the Company. The Board shall have exclusive and final authority in all determinations and decisions affecting the Plan and its Participants. The Board shall also have sole authority to interpret the Plan, to establish and revise rules and regulations relating to the Plan, to delegate such responsibilities or duties as it deems desirable, and to make any other determination that it believes necessary or advisable for the administration of the Plan including, but not limited to: (i) approving the designation of eligible Participants; (ii) determining the Participation Percentage of each Participant; (iii) setting the Personal Performance Criteria for each Participant; and (iv) determining attainment of Personal Performance Criteria and other material terms.

4. Participation.

The Board may from time to time designate when a Participant ceases to participate in the Plan or return to participation in the Plan. Cash awards for new Participants during the Plan Year shall be pro-rated for employees who are hired and begin service before the fourth quarter of the Plan Year.

5. Performance Gate Trigger.

For the Plan to activate, the Company must achieve annual 2021 Financial Targets. If the Company does not reach both of the Financial Targets at the Minimum Target Level set forth therein, no cash awards will be paid to any of the Participants under the Plan. This does not preclude management from making individual discretionary bonuses to any person regardless of whether the person is selected to be a Participant under this Plan, subject to any needed Board approval.

6. Right to Payment.

Unless otherwise determined by the Board, in its sole discretion, a Participant shall have no right to receive a payment under the Plan unless the Participant remains in the employ of the Company through and including the Payment Date and remains in good standing with the Company during the Plan Year. No Participant shall have a right to more than the amount of an award approved by the Board.

7. Payment.

Subject to the other provisions of the Plan, payment to a Participant of a Bonus Amount will be made in cash on the Payment Date.

8. Miscellaneous Provisions.

(a) A Participant’s rights and interests under the Plan are personal to the Participant and may not be sold, assigned, pledged, or otherwise transferred or encumbered in any manner, without the express approval of or exceptions allowed by the Committee in its discretion.

(b) No award will be earned on a pro rata basis for a termination (including for voluntary or involuntary separation, retirement, death or disability) of employment occurring during the Plan Year or before the Payment Date, except as expressly set forth in the award agreement.

(c) Neither the Plan nor any action taken under the Plan shall be construed as giving any Participant any right to continued employment with the Company either before or after the Payment Date.

(d) The Company shall have the right to make such provisions as it deems necessary or appropriate to satisfy any obligations it may have to withhold income or other taxes incurred because of payments made under the Plan.

(e) The Board may at any time, and from time to time, alter, amend, suspend, or terminate the Plan in whole or in part prior to any payment under the Plan. Notwithstanding the foregoing, no such action may be taken that affects adversely any of the rights of a Participant, without such Participant’s consent, to an award that has been paid under the Plan.

(f) The Company has the right to recoup or “clawback” awards paid under this Plan in accordance with the Company’s Clawback Policy in effect at the time and to impose equity ownership guidelines, and to make an award subject to policies and guidelines.

(g) The Plan shall apply only to the 2021 calendar year and shall not continue thereafter for subsequent years or from year to year, except as hereafter may be determined by the Board.

(h) In the absence of a written employment contract, the relationship between Participants and the Company is one of at-will employment. The Plan does not alter this relationship. The Plan will not supersede any specific employment contract obligations the Company may have with a Plan Participant.

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