Exhibit 99.1
Sentient
Brands Holdings Inc.
2022
Equity Incentive Plan
Table
of Contents
| Article I. Purposes and Definitions |
1 |
| Section 1.01 Purposes of this Plan; Structure. |
1 |
| Section 1.02 Definitions. |
1 |
| Section 1.03 Additional Interpretations. |
6 |
| Article II. Stock Subject to this Plan; Administration. |
7 |
| Section 2.01 Stock Subject to this Plan. |
7 |
| Section 2.02 Administration of this Plan. |
7 |
| Section 2.03 Eligibility. |
9 |
| Section 2.04 Indemnification. |
9 |
| Article III. Awards. |
10 |
| Section 3.01 Stock Options. |
10 |
| Section 3.02 Stock Appreciation Rights. |
13 |
| Section 3.03 Restricted Stock. |
14 |
| Section 3.04 Restricted Stock Units. |
15 |
| Section 3.05 Performance Units and Performance Shares. |
16 |
| Section 3.06 Cash-Based Awards and Other Stock-Based Awards. |
19 |
| Section 3.07 Form of Award Agreements. |
21 |
| Article IV. Additional Provisions Applicable to this Plan and Awards |
21 |
| Section 4.01 Outside Director Limitations. |
21 |
| Section 4.02 Compliance With Code Section 409A. |
21 |
| Section 4.03 Leaves of Absence/Transfer Between Locations. |
21 |
| Section 4.04 Limited Transferability of Awards. |
22 |
| Section 4.05 Adjustments; Dissolution, Merger, Etc. |
22 |
| Section 4.06 Tax Withholding. |
24 |
| Section 4.07 Compliance with Securities Laws. |
25 |
| Section 4.08 Tax Withholding. |
25 |
| Section 4.09 No Effect on Employment or Service. |
26 |
| Section 4.10 Repurchase Rights. |
26 |
| Section 4.11 Fractional Shares. |
26 |
| Section 4.12 Forfeiture Events. |
26 |
| Section 4.13 Date of Grant. |
27 |
| Section 4.14 Term of Plan. |
27 |
| Section 4.15 Amendment and Termination of this Plan. |
27 |
| Section 4.16 Conditions Upon Issuance of Shares. |
27 |
| Section 4.17 Inability to Obtain Authority. |
28 |
| Section 4.18 Shareholder Approval. |
28 |
| Section 4.19 Retirement and Welfare Plans. |
28 |
| Section 4.20 Beneficiary Designation. |
28 |
| Section 4.21 Severability. |
28 |
| Section 4.22 No Constraint on Corporate Action. |
29 |
| Section 4.23 Unfunded Obligation. |
29 |
| Section 4.24 Choice of Law. |
29 |
Exhibits
Exhibit A Form of Award Agreement
for Options
Exhibit B Form of Award Agreement
for Stock Appreciation Rights
Exhibit C Form of Award Agreement
for Restricted Stock
Exhibit D Form of Award Agreement
for Restricted Stock Units
Sentient
Brands Holdings Inc.
2022
Equity Incentive Plan
Article
I. Purposes and Definitions
Section 1.01 Purposes of this Plan; Structure.
| (a) | The purposes of this Plan are (i) to attract and retain the best available personnel for positions of
substantial responsibility, (ii) to provide additional incentive to Employees, Directors and Consultants, and (ii) to promote the success
of the Company’s business. |
| (b) | This Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation
Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Cash-Based Awards and Other Stock-Based Awards. |
Section 1.02 Definitions.
As used herein, the following definitions will apply:
| (a) | “Administrator” means the Board or any of its Committees as will be administering this Plan,
in accordance with Section 2.02. |
| (b) | “Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling,
Controlled by, or under common Control with such Person. |
| (c) | “Applicable Laws” means the legal and regulatory requirements relating to the administration
of equity-based awards, including but not limited to the related issuance of shares of Common Stock, including but not limited to under
U.S. federal and state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which
the Common Stock is listed or quoted and the applicable laws of any non-U.S. country or jurisdiction where Awards are, or will be, granted
under this Plan. |
| (d) | “Award” means, individually or collectively, a grant under this Plan of Options, Stock Appreciation
Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, or Cash-Based Award or Other Stock-Based Award
granted under this Plan. |
| (e) | “Award Agreement” means the written or electronic agreement setting forth the terms and provisions
applicable to each Award granted under this Plan, which Award Agreement shall be is subject to the terms and conditions of this Plan. |
| (f) | “Board” means the Board of Directors of the Company. |
| (g) | “Cash-Based Award” means an Award denominated in cash and granted pursuant to Section 3.06. |
| (h) | “Cause” means, unless such term or an equivalent term is otherwise defined by the applicable
Award Agreement or other written agreement between a Participant and the Company or its Affiliates applicable to an Award, any of the
following: (i) the Participant’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification
of documents or records of the Company or any of its Affiliates; (ii) the Participant’s material failure to abide by the Company’s
or any Affiliate’s code of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable
workplace conduct); (iii) the Participant’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible
asset or corporate opportunity of the Company or any of its Affiliates (including, without limitation, the Participant’s improper
use or disclosure of the Company’s or any of its Affiliate’s confidential or proprietary information); (iv) any intentional
act by the Participant which has a material detrimental effect on the Company’s or any of its Affiliate’s reputation or business;
(v) the Participant’s repeated failure to perform any reasonable assigned duties after written notice from the Company or any of
its Affiliates, and a reasonable opportunity to cure, such failure; (vi) any material breach by the Participant of any employment, service,
non-disclosure, non-competition, non-solicitation or other similar agreement between the Participant and the Company or any of its Affiliates
which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant’s conviction (including any plea of
guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the
Participant’s ability to perform his or her duties with the Company or any of its Affiliates. |
| (i) | “Change in Control” means the occurrence of any of the following events, subject to the provisions
of Section 1.03: |
| (i) | Change in Ownership of the Company. A change in the ownership of the Company which occurs on the
date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company
that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock
of the Company; provided, however, that for purposes of this Section 1.02(i)(i), the acquisition of additional stock by any one Person,
who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered
a Change in Control. Further, if the shareholders of the Company immediately before such change in ownership continue to retain immediately
after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock
immediately prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting
power of the stock of the Company or of the ultimate parent entity of the Company, such event shall not be considered a Change in Control
under this Section 1.02(i)(i). For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting
from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may
be, either directly or through one or more subsidiary corporations or other business entities. |
| (ii) | Change in Effective Control of the Company. A change in the effective control of the Company which
occurs on the date that a majority of members of the Board is replaced during any twelve (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. For purposes of
this Section 1.02(i)(ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control
of the Company by the same Person will not be considered a Change in Control. |
| (iii) | Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership
of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve
(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 fifty percent (50%) of the total gross fair market value of all of the
assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this Section 1.02(i)(iii),
the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer
to an entity that is controlled by the Company’s shareholders immediately after the transfer, or (B) a transfer of assets by
the Company to: (1) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to
the Company’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned,
directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the
total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the
total value or voting power of which is owned, directly or indirectly, by a Person described in clause (B)(3) of this Section 1.02(i)(iii).
For purposes of this Section 1.02(i)(iii), 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. |
| (j) | “Code” means the Internal Revenue Code of 1986, as amended, and reference to a specific section
of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and
any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation. |
| (k) | “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws
appointed by the Board, or by a duly authorized committee of the Board, in accordance with Section 2.02. |
| (l) | “Common Stock” means the common stock, par value $0.001 per share, of the Company. |
| (m) | “Company” means Sentient Brands Holdings Inc., a Nevada corporation, or any successor thereto. |
| (n) | “Consultant” means any natural person, including an advisor, engaged by the Company or a Parent
or Subsidiary to render bona fide services to such entity, provided the services (i) are not in connection with the offer or sale
of securities in a capital-raising transaction, and (ii) do not directly promote or maintain a market for the Company’s securities,
in each case, within the meaning of Form S-8 promulgated under the Securities Act, and provided further, that a Consultant will include
only those persons to whom the issuance of Shares may be registered under Form S-8 promulgated under the Securities Act. |
| (o) | “Control” of a Person means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract,
or otherwise.” Controlled”, “Controlling” and “under common Control with” have correlative meanings.
Without limiting the foregoing a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (the
“10% Owner”) (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast
10% or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated
or receive 10% or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner
(other than a limited partner), manager, or member (other than a member having no management authority that is not a 10% Owner ) of the
Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law,
or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which
an Affiliate of the Controlled Person is a trustee. |
| (p) | “Director” means a member of the Board. |
| (q) | “Disability” means total and permanent disability as defined in Code Section 22(e)(3),
provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent
and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time. |
| (r) | “Dividend Equivalent Right” means the right of a Participant, granted at the discretion of
the Administrator or as otherwise provided by this Plan, to receive a credit for the account of such Participant in an amount equal to
the cash dividends paid on one Share for each Share represented by an Award held by such Participant. |
| (s) | “Employee” means any person, including Officers and Directors, employed by the Company or
any Parent or Subsidiary of the Company, provided that neither service as a Director nor payment of a director’s fee by the Company
will be sufficient to constitute “employment” by the Company or any Parent or Subsidiary of the Company. |
| (t) | “Exchange Act” means the Securities Exchange Act of 1934, as amended. |
| (u) | “Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled
in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type,
and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person
or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is reduced or increased. The Administrator
will determine the terms and conditions of any Exchange Program in its sole discretion. |
| (v) | “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: |
| (i) | If the Common Stock is listed on any established stock exchange or a national market system (other than
an over-the counter market, which will not be considered an established stock exchange of national market system for the purposes of this
definition), including without limitation the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the
Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or, if no closing
sales price was reported on that date, as applicable, on the last trading date such closing sales price was reported) as quoted on such
exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems
reliable; |
| (ii) | If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported,
the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination
(or, if no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported
in The Wall Street Journal or such other source as the Administrator deems reliable; |
| (iii) | In the absence of an established market for the Common Stock, the Fair Market Value will be determined
in good faith by the Administrator. |
| (w) | “Fiscal
Year”
means the fiscal
year
of the Company. |
| (x) | “Incentive Stock Option” means an Option that by its terms qualifies and is otherwise intended
to qualify as an incentive stock option within the meaning of Code Section 422 and the regulations promulgated thereunder. |
| (y) | “Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended
to qualify as an Incentive Stock Option. |
| (z) | “Officer” means a person who is an officer of the Company within the meaning of Section 16
of the Exchange Act and the rules and regulations promulgated thereunder. |
| (aa) | “Option” means a stock option granted pursuant to this Plan. |
| (bb) | “Outside Director” means a Director who is not an Employee. |
| (cc) | “Other Stock-Based Award” means an Award denominated in Shares and granted pursuant to Section
3.06. |
| (dd) | “Parent” means a “parent corporation,” whether now or hereafter existing, as defined
in Code Section 424(e). |
| (ee) | “Participant” means the holder of an outstanding Award. |
| (ff) | “Performance Award” means an Award of Performance Shares or Performance Units. |
| (gg) | “Performance Award Formula” means, for any Performance Award, a formula or table established
by the Administrator pursuant to Section 3.05 which provides the basis for computing the value of a Performance Award at one or more levels
of attainment of the applicable Performance Goal(s) measured as of the end of the applicable Performance Period. |
| (hh) | “Performance Share” means an Award denominated in Shares which may be earned in whole or in
part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section 3.05. |
| (ii) | “Performance Unit” means an Award which may be earned in whole or in part upon attainment
of performance goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities
or a combination of the foregoing pursuant to Section 3.05. |
| (jj) | “Period of Restriction” means the period during which the transfer of Shares of Restricted
Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be
based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the
Administrator. |
| (kk) | “Person” means an individual, corporation, partnership (including a general partnership, limited
partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including
a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof. |
| (ll) | “Plan” means this 2022 Equity Incentive Plan. |
| (mm) | “Restricted Stock” means Shares issued pursuant to an Award of Restricted Stock under Section
3.03, or issued pursuant to the early exercise of an Option. |
| (nn) | “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair
Market Value of one Share, granted pursuant to Section 3.04. Each Restricted Stock Unit represents an unfunded and unsecured obligation
of the Company. |
| (oo) | “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect
when discretion is being exercised with respect to this Plan. |
| (pp) | “Section 16(b)” means Section 16(b) of the Exchange Act. |
| (qq) | “Securities Act” means the Securities Act of 1933, as amended. |
| (rr) | “Service Provider” means an Employee, Director or Consultant. |
| (ss) | “Share” means a share of the Common Stock, as adjusted in accordance with Section 4.05. |
| (tt) | “Stock Appreciation Right” means an Award, granted alone or in connection with an Option,
that pursuant to Section 3.02 is designated as a Stock Appreciation Right. |
| (uu) | “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing,
as defined in Code Section 424(f). |
Section 1.03 Additional
Interpretations. For purposes of Section 1.02(i), 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. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a
change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any
proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated
thereunder from time to time. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i)
its sole purpose is to change the jurisdiction of the Company’s incorporation, or (ii) its sole purpose is to create a holding
company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately
before such transaction.
Article
II. Stock Subject to this Plan; Administration.
Section 2.01 Stock Subject to this Plan.
| (a) | Subject to the provisions of Section 2.01(a) and Section 4.05, the maximum aggregate number of Shares
that may be subject to Awards and sold under this Plan is 5,000,000 Shares. The Shares may be authorized but unissued, or reacquired Common
Stock. |
| (b) | If an Award expires or becomes un-exercisable without having been exercised in full, is surrendered pursuant
to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited
to or repurchased by the Company due to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation
Rights the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under this Plan
(unless this Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued pursuant to a Stock Appreciation
Right will cease to be available under this Plan; all remaining Shares under Stock Appreciation Rights will remain available for future
grant or sale under this Plan (unless this Plan has terminated). Shares that have actually been issued under this Plan under any Award
will not be returned to this Plan and will not become available for future distribution under this Plan; provided, however, that if Shares
issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the
Company or are forfeited to the Company due to the failure to vest, such Shares will become available for future grant under this Plan.
Shares used to pay the exercise price of an Award or to satisfy the tax withholdings related to an Award will become available for future
grant or sale under this Plan. To the extent an Award under this Plan is paid out in cash rather than Shares, such cash payment will not
result in reducing the number of Shares available for issuance under this Plan. Notwithstanding the foregoing and, subject to adjustment
as provided in Section 4.05, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the
aggregate Share number stated in Section 2.01(a), plus, to the extent allowable under Code Section 422 and the Treasury Regulations promulgated
thereunder, any Shares that become available for issuance under this Plan pursuant to Section 2.01(b) and Section 2.01(c). |
| (c) | The Company, during the term of this Plan, will at all times reserve and keep available such number of
Shares as will be sufficient to satisfy the requirements of this Plan. |
Section 2.02 Administration of this Plan.
| (i) | Multiple Administrative Bodies. Different Committees with respect to different groups of Service
Providers may administer this Plan. |
| (ii) | Rule 16b-3. To the extent
desirable
to qualify transactions
hereunder
as exempt
under Rule 16b-3,
the transactions
contemplated
hereunder
will be structured
to satisfy
the requirements
for exemption
under Rule 16b-3. |
| (iii) | Other Administration. Other than as provided above, this Plan will be administered by (A) the
Board or (B) a Committee, which Committee will be constituted to satisfy Applicable Laws. |
| (b) | Powers of the Administrator. Subject to the provisions of this Plan, and in the case of a Committee,
subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion: |
| (i) | to determine the Fair Market Value; |
| (ii) | to select the Service Providers to whom Awards may be granted hereunder; |
| (iii) | to determine the number of Shares to be covered by each Award granted hereunder; |
| (iv) | to approve forms of Award Agreements for use under this Plan; |
| (v) | to determine the terms and conditions, not inconsistent with the terms of this Plan, of any Award granted
hereunder, with such terms and conditions including, but not being limited to, the exercise price, the time or times when Awards may be
exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction
or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine; |
| (vi) | to determine whether an Award will be settled in Shares, cash, other property or in any combination thereof; |
| (vii) | to institute and determine the terms and conditions of an Exchange Program; |
| (viii) | to construe and interpret the terms of this Plan and Awards granted pursuant to this Plan; |
| (ix) | to prescribe, amend and rescind rules and regulations relating to this Plan, including rules and regulations
relating to sub-plans established for the purpose of satisfying applicable non-U.S. laws or for qualifying for favorable tax treatment
under applicable non-U.S. laws; |
| (x) | to modify or amend each Award (subject to Section 4.15(c)), including but not limited to the discretionary
authority to extend the post-termination exercisability period of Awards; provided, however, that in no case will an Option or Stock Appreciation
Right be extended beyond its original maximum term; |
| (xi) | to allow Participants to satisfy tax withholding obligations in a manner prescribed in Section 4.05(d); |
| (xii) | to authorize any person to execute on behalf of the Company any instrument required to effect the grant
of an Award previously granted by the Administrator; |
| (xiii) | to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise
would be due to such Participant under an Award; |
| (xiv) | to prescribe, amend or rescind rules, guidelines and policies relating to this Plan, or to adopt sub-plans
or supplements to, or alternative versions of, this Plan, including, without limitation, as the Administrator deems necessary or desirable
to comply with the laws of, or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose residents
may be granted Awards; |
| (xv) | to correct any defect, supply any omission or reconcile any inconsistency in this Plan or any Award Agreement
and to make all other determinations and take such other actions with respect to this Plan or any Award as the Administrator may deem
advisable to the extent not inconsistent with the provisions of this Plan or applicable law; and |
| (xvi) | to make all other determinations deemed necessary or advisable for administering this Plan. |
| (c) | Option or Stock Appreciation Right Repricing. The Administrator shall have the authority, without
additional approval by the shareholders of the Company, to approve a program providing for either (a) the cancellation of outstanding
Options or Stock Appreciation Rights having exercise prices per share greater than the then Fair Market Value of a Share (“Underwater
Awards”) and the grant in substitution therefor of new Options or Stock Appreciation Rights covering the same or a different number
of shares but with an exercise price per share equal to the Fair Market Value per share on the new grant date or payments in cash, or
(b) the amendment of outstanding Underwater Awards to reduce the exercise price thereof to the Fair Market Value per share on the date
of amendment. |
| (d) | Effect of Administrator’s Decision. The Administrator’s decisions, determinations
and interpretations will be final and binding on all Participants and any other holders of Awards and will be given the maximum deference
permitted by Applicable Laws |
Section 2.03 Eligibility.
Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Performance
Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.
Section 2.04 Indemnification. In
addition to such other rights of indemnification as they may have as members of the Board or the Administrator or as officers or
employees of the Company or any of its Affiliates, to the extent permitted by applicable law, members of the Board or the
Administrator and any officers or employees of the Company or any of its Affiliates to whom authority to act for the Board, the
Administrator or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including
attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act
under or in connection with this Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit
or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however,
that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in
writing, the opportunity at its own expense to handle and defend the same.
Article
III. Awards.
Section 3.01 Stock Options.
| (a) | Grant of Options. Subject to the terms and provisions of this Plan, the Administrator, at any time
and from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine. |
| (b) | Option Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify
the exercise price, the term of the Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable
to the Option, and such other terms and conditions as the Administrator, in its sole discretion, will determine. |
| (c) | Limitations. Each Option will be designated in the Award Agreement as either an Incentive Stock
Option or a Nonstatutory Stock Option. Notwithstanding such designation, however, to the extent that the aggregate Fair Market Value of
the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year
(under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated
as Nonstatutory Stock Options. For purposes of this Section 3.01(c), Incentive Stock Options will be taken into account in the order in
which they were granted, the Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares
is granted, and the calculation will be performed in accordance with Code Section 422 and Treasury Regulations promulgated thereunder. |
| (d) | Term of Option. The term of each Option will be stated in the Award Agreement. In the case of an
Incentive Stock Option, the term will be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock
Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive
Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement. |
| (e) | Option Exercise Price and Consideration. |
| (i) | Exercise Price. The per Share exercise price for the Shares to be issued pursuant to the exercise
of an Option will be determined by the Administrator, subject to the following: |
| (1) | In the case of an Incentive Stock Option: |
| (A) | granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing
more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise
price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share (or the fair market value per Share as determined
in accordance with Treas. Reg. 1.409A-1(b)(5)(iv)(A)) on the date of grant; |
| (B) | granted to any Employee other than an Employee described in paragraph (1) immediately above, the per Share
exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant; |
| (2) | In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred
percent (100%) of the Fair Market Value per Share on the date of grant (or the fair market value per Share as determined in accordance
with Treas. Reg. 1.409A-1(b)(5)(iv)(A)). |
| (3) | Notwithstanding the foregoing provisions of this Section 3.01(e), Options may be granted with a per Share
exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction
described in, and in a manner consistent with, Code Section 424(a). |
| (ii) | Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix
the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be
exercised. |
| (iii) | Form of Consideration. The Administrator will determine the acceptable form of consideration for
exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the
acceptable form of consideration at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory
note, to the extent permitted by Applicable Laws; (4) other Shares, provided that such Shares have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided further that accepting
such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion;
(5) consideration received by the Company under a broker assisted (or other) cashless exercise program (whether through a broker or otherwise)
implemented by the Company in connection with this Plan; (6) by net exercise; (7) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws; or (8) any combination of the foregoing methods of payment. In making its
determination as to the type of consideration to accept, the Administrator will consider if acceptance of such consideration may be reasonably
expected to benefit the Company. |
| (i) | Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder will be exercisable
according to the terms of this Plan and at such times and under such conditions as determined by the Administrator and set forth in the
Award Agreement. An Option may not be exercised for a fraction of a Share. An Option will be deemed exercised when the Company receives:
(i) notice of exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the
Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with applicable tax withholding).
Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement
and this Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant,
in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a
shareholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue
(or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for
which the record date is prior to the date the Shares are issued, except as provided in Section 4.05. Exercising an Option in any manner
will decrease the number of Shares thereafter available, both for purposes of this Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised. |
| (ii) | Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider,
other than upon the Participant’s termination as the result of the Participant’s death or Disability, the Participant may
exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on
the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In
the absence of a specified time in the Award Agreement, the Option will remain exercisable for three (3) months following the Participant’s
termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or
her entire Option, the Shares covered by the unvested portion of the Option will revert to this Plan. If after termination the Participant
does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered
by such Option will revert to this Plan. |
| (iii) | Disability of Participant. If a Participant ceases to be a Service Provider as a result of the
Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award
Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such
Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable
for twelve (12) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date
of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option
will revert to this Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the
Option will terminate, and the Shares covered by such Option will revert to this Plan. |
| (iv) | Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised
following the Participant’s death within such period of time as is specified in the Award Agreement to the extent that the Option
is vested on the date of death (but in no event may the option be exercised later than the expiration of the term of such Option as set
forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior
to Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant,
then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option
is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of
a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following Participant’s
death. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option will immediately revert to this Plan. If the Option is not so exercised within
the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to this Plan. . |
Section 3.02 Stock Appreciation Rights.
| (a) | Grant of Stock Appreciation Rights. Subject to the terms and conditions of this Plan, a Stock Appreciation
Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. |
| (b) | Number of Shares. The Administrator will have complete discretion to determine the number of Shares
subject to any Award of Stock Appreciation Rights. |
| (c) | Exercise Price and Other Terms. The per Share exercise price for the Shares that will determine
the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 3.02(f) will be determined
by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise,
the Administrator, subject to the provisions of this Plan, will have complete discretion to determine the terms and conditions of Stock
Appreciation Rights granted under this Plan. Stock Appreciation Rights which have become exercisable may be exercised by delivery of written
or electronic notice of exercise to the Company in accordance with the terms of the Award Agreement, specifying the number of Stock Appreciation
Rights to be exercised and the date on which such Stock Appreciation Rights were awarded and vested. |
| (d) | Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an
Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other
terms and conditions as the Administrator, in its sole discretion, will determine. |
| (e) | Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under this Plan will
expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the
foregoing, the rules of Section 3.01(d) relating to the maximum term and Section 3.01(f) relating to exercise also will apply to Stock
Appreciation Rights. |
| (f) | Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant
will be entitled to receive payment from the Company in an amount determined by multiplying (i) the difference between the Fair Market
Value of a Share on the date of exercise over the exercise price; and (ii) the number of Shares with respect to which the Stock Appreciation
Right is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares
of equivalent value, or in some combination thereof. |
| (g) | Deemed Exercise of Stock Appreciation Rights. If, on the date on which a Stock Appreciation Rights
would otherwise terminate or expire, the Stock Appreciation Right by its terms remains exercisable immediately prior to such termination
or expiration and, if so exercised, would result in a payment to the holder of such Stock Appreciation Right, then any portion of such
Stock Appreciation Right which has not previously been exercised shall automatically be deemed to be exercised as of such date with respect
to such portion. |
Section 3.03 Restricted Stock.
| (a) | Grant of Restricted Stock. Subject to the terms and provisions of this Plan, the Administrator,
at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in
its sole discretion, will determine. |
| (b) | Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement
that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in
its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted
Stock until the restrictions on such Shares have lapsed. |
| (c) | Transferability. Except as provided in this Section 3.03 or as the Administrator determines, Shares
of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable
Period of Restriction. |
| (d) | Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions
on Shares of Restricted Stock as it may deem advisable or appropriate. |
| (e) | Removal of Restrictions. Except as otherwise provided in this Section 3.03, Shares of Restricted
Stock covered by each Restricted Stock grant made under this Plan will be released from escrow as soon as practicable after the last day
of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate
the time at which any restrictions will lapse or be removed. |
| (f) | Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted
Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. |
| (g) | Dividends and Other Distributions. During the Period of Restriction, Service Providers holding
Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless
the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same
restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. |
| (h) | Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted
Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under this Plan. |
Section 3.04 Restricted Stock Units.
| (a) | Grant. Restricted Stock Units may be granted at any time and from time to time as determined by
the Administrator. After the Administrator determines that it will grant Restricted Stock Units under this Plan, it will advise the Participant
in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units. |
| (b) | Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion,
which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out
to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit,
or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws, or
any other basis determined by the Administrator in its discretion. |
| (c) | Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will
be entitled to receive a payout as determined by the Administrator or as set forth in the applicable Award Agreement. Notwithstanding
the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any
vesting criteria that must be met to receive a payout. |
| (d) | Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable
after the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may
settle earned Restricted Stock Units in cash, Shares, or a combination of both. |
| (e) | Voting Rights, Dividend Equivalent Rights and Distributions. Participants shall have no voting
rights with respect to Shares represented by Restricted Stock Units until the date of the issuance of such shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the Administrator, in its
discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit Award that the Participant shall be entitled to Dividend
Equivalent Rights with respect to the payment of cash dividends on Stock during the period beginning on the date such Award is granted
and ending, with respect to each share subject to the Award, on the earlier of the date the Award is settled or the date on which it is
terminated. Dividend Equivalent Rights, if any, shall be paid by crediting the Participant with a cash amount or with additional whole
Restricted Stock Units as of the date of payment of such cash dividends on Stock, as determined by the Administrator. The number of additional
Restricted Stock Units (rounded to the nearest whole number), if any, to be credited shall be determined by dividing (a) the amount of
cash dividends paid on the dividend payment date with respect to the number of Shares represented by the Restricted Stock Units previously
credited to the Participant by (b) the Fair Market Value per Share on such date. Such cash amount or additional Restricted Stock Units
shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time as the Restricted Stock
Units originally subject to the Restricted Stock Unit Award. In the event of a dividend or distribution paid in Shares or other property
or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.05, appropriate adjustments
shall be made in the Participant’s Restricted Stock Unit Award so that it represents the right to receive upon settlement any and
all new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which the Participant
would be entitled by reason of the Shares issuable upon settlement of the Award, and all such new, substituted or additional securities
or other property shall be immediately subject to the same vesting conditions as are applicable to the Award. |
| (f) | Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units
will be forfeited to the Company. |
Section 3.05 Performance Units and Performance
Shares.
| (a) | Issuance. Performance Awards may be granted to Service Providers at any time and from time to time,
as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the
number of Performance Units and Performance Shares granted to each Participant. |
| (b) | Value of Performance Units/Shares. Each Performance Unit will have an initial value that is established
by the Administrator on or before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value
of a Share on the date of grant. |
| (c) | Performance Objectives and Other Terms. The Administrator will set performance objectives or other
vesting provisions (including, without limitation, continued status as a Service Provider) in its discretion which, depending on
the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service
Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the “Performance
Period.” Each Performance Awards will be evidenced by an Award Agreement that will specify the Performance Period, and such other
terms and conditions as the Administrator, in its sole discretion, will determine. |
| (d) | Performance Targets and Goals. The Administrator may set performance objectives based upon the
achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, continued employment or service),
applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion (“Performance
Goals”). Performance Goals shall be established by the Administrator on the basis of targets to be attained (“Performance
Targets”) with respect to one or more measures of business or financial performance (each, a “Performance Measure”),
subject to the following: |
| (i) | Performance Measures. Performance Measures shall be calculated in accordance with
the Company’s financial statements, or, if such measures are not reported in the Company’s financial statements, they shall
be calculated in accordance with generally accepted accounting principles, a method used generally in the Company’s industry, or
in accordance with a methodology established by the Administrator prior to the grant of the Performance Award. As specified by the Administrator,
Performance Measures may be calculated with respect to the Company and its Subsidiaries consolidated therewith for financial reporting
purposes, one or more Subsidiaries or such division or other business unit of any of them selected by the Administrator. Unless otherwise
determined by the Administrator prior to the grant of the Performance Award, the Performance Measures applicable to the Performance Award
shall be calculated prior to the accrual of expense for any Performance Award for the same Performance Period and excluding the effect
(whether positive or negative) on the Performance Measures of any change in accounting standards or any unusual or infrequently occurring
event or transaction, as determined by the Administrator, occurring after the establishment of the Performance Goals applicable to the
Performance Award. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to period
for the calculation of Performance Measures in order to prevent the dilution or enlargement of the Participant’s rights with respect
to a Performance Award. Performance Measures may be based upon one or more of the following, as determined by the Administrator: (1) revenue;
(2) sales; (3) expenses; (4) operating income; (5) gross margin; (6) operating margin; (7) earnings before any one or more of: stock-based
compensation expense, interest, taxes, depreciation and amortization; (8) pre-tax profit; (9) net operating income; (10) net income; (11)
economic value added; (12) free cash flow; (13) operating cash flow; (14) balance of cash, cash equivalents and marketable securities;
(15) stock price; (16) earnings per share; (17) return on shareholder equity; (18) return on capital; (19) return on assets; (20) return
on investment; (21) total shareholder return; (22) employee satisfaction; (23) employee retention; (24) market share; (25) customer satisfaction;
(26) product development; (27) research and development expenses; (28) completion of an identified special project; and (29) completion
of a joint venture or other corporate transaction. |
| (ii) | Performance Targets. Performance Targets may include a minimum, maximum, target level and intermediate
levels of performance, with the final value of a Performance Award determined under the applicable Performance Award Formula by the Performance
Target level attained during the applicable Performance Period. A Performance Target may be stated as an absolute value, an increase or
decrease in a value, or as a value determined relative to an index, budget or other standard selected by the Administrator. |
| (e) | Earning of Performance Units/Shares. After the applicable Performance Period has ended, the holder
of Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over
the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting
provisions have been achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive
any performance objectives or other vesting provisions for such Performance Unit/Share. |
| (f) | Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units or
Performance Shares will be made as soon as practicable after the expiration of the applicable Performance Period. The Administrator, in
its sole discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value
equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination
thereof. |
| (g) | Cancellation of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned
or unvested Performance Units or Performance Shares will be forfeited to the Company, and again will be available for grant under this
Plan. |
| (h) | Qualified Performance-Based Awards. Restricted Stock and Restricted Stock Units granted to officers
and Employees of the Company or any Parent or Subsidiary of the Company (within the meaning of Code Section 424) may be granted with the
intent that the award satisfy the “Performance-Based Exception” (any such award intended to satisfy the Performance-Based
Exception, a “Qualified Performance-Based Award”). The grant, vesting, or payment of a Qualified Performance-Based Awards
may depend on the degree of achievement of one or more performance goals relative to a pre-established targeted level or levels using
one or more performance targets as determined by the Administrator (on an absolute or relative (including, without limitation, relative
to the performance of one or more other companies or upon comparisons of any of the indicators of performance relative to one or more
other companies) basis, any of which may also be expressed as a growth or decline measure relative to an amount or performance for a prior
date or period) for the Company on a consolidated basis or for one or more of the Company’s Subsidiaries, segments, divisions, or
business or operational units, or any combination of the foregoing. The performance period applicable to any Performance Units or Performance
Shares may not be less than three (3) months nor more than ten (10) years. To satisfy the Performance-Based Exception, the performance
measure(s) applicable to the Qualified Performance-Based Award and specific performance formula, goal or goals (“targets”),
including must be established and approved by the Administrator during the first ninety (90) days of the applicable Performance Period
(and, in the case of Performance Periods of less than one year, in no event after 25% or more of the Performance Period has elapsed) and
while performance relating to such target(s) remains substantially uncertain within the meaning of Section 162(m) of the Code. |
| (i) | Voting Rights; Dividend Equivalent Rights and Distributions. Participants shall have no voting
rights with respect to Shares represented by Performance Share Awards until the date of the issuance of such Shares, if any (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the Administrator,
in its discretion, may provide in the Award Agreement evidencing any Performance Share Award that the Participant shall be entitled to
Dividend Equivalent Rights with respect to the payment of cash dividends on Stock during the period beginning on the date the Award is
granted and ending, with respect to each share subject to the Award, on the earlier of the date on which the Performance Shares are settled
or the date on which they are forfeited. Such Dividend Equivalent Rights, if any, shall be credited to the Participant either in cash
or in the form of additional whole Performance Shares as of the date of payment of such cash dividends on Stock, as determined by the
Administrator. The number of additional Performance Shares (rounded to the nearest whole number), if any, to be so credited shall be determined
by dividing (a) the amount of cash dividends paid on the dividend payment date with respect to the number of Shares represented by the
Performance Shares previously credited to the Participant by (b) the Fair Market Value per Share on such date. Dividend Equivalent Rights,
if any, shall be accumulated and paid to the extent that the related Performance Shares become nonforfeitable. Settlement of Dividend
Equivalent Rights may be made in cash, Shares, or a combination thereof as determined by the Administrator, and may be paid on the same
basis as settlement of the related Performance Share as provided in Section 3.05(e). Dividend Equivalent Rights shall not be paid with
respect to Performance Units. In the event of a dividend or distribution paid in Shares or other property or any other adjustment made
upon a change in the capital structure of the Company as described in Section 4.05, appropriate adjustments shall be made in the Participant’s
Performance Share Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities
or other property (other than regular, periodic cash dividends) to which the Participant would be entitled by reason of the Shares issuable
upon settlement of the Performance Share Award, and all such new, substituted or additional securities or other property shall be immediately
subject to the same Performance Goals as are applicable to the Award. |
Section 3.06 Cash-Based Awards and Other
Stock-Based Awards. Cash-Based Awards and Other Stock-Based Awards shall be evidenced by Award Agreements in such form as the
Administrator shall establish. Such Award Agreements may incorporate all or any of the terms of this Plan by reference and shall comply
with and be subject to the following terms and conditions.
| (a) | Grant of Cash-Based Awards. Subject to the provisions of this Plan, the Administrator, at any time
and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms and conditions, including the achievement
of performance criteria, as the Administrator may determine. |
| (b) | Grant of Other Stock-Based Awards. The Administrator may grant other types of equity-based or equity-related
Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted securities, stock-equivalent
units, stock appreciation units, securities or debentures convertible into common stock or other forms determined by the Administrator)
in such amounts and subject to such terms and conditions as the Administrator shall determine. Other Stock-Based Awards may be made available
as a form of payment in the settlement of other Awards or as payment in lieu of compensation to which a Participant is otherwise entitled.
Other Stock-Based Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on
the value of a Share and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws
of jurisdictions other than the United States. |
| (c) | Value of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a monetary
payment amount or payment range as determined by the Administrator. Each Other Stock-Based Award shall be expressed in terms of Shares
or units based on such Shares, as determined by the Administrator. The Administrator may require the satisfaction of such Service requirements,
conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 3.05, as shall
be established by the Administrator and set forth in the Award Agreement evidencing such Award. If the Administrator exercises its discretion
to establish performance criteria, the final value of Cash-Based Awards or Other Stock-Based Awards that will be paid to the Participant
will depend on the extent to which the performance criteria are met. The establishment of performance criteria with respect to the grant
or vesting of any Cash-Based Award or Other Stock-Based Award intended to result in Performance-Based Compensation shall follow procedures
substantially equivalent to those applicable to Performance Awards set forth in Section 3.05. |
| (d) | Payment or Settlement of Cash-Based Awards and Other Stock-Based Awards. Payment or settlement,
if any, with respect to a Cash-Based Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash,
Shares or other securities or any combination thereof as the Administrator determines. The determination and certification of the final
value with respect to any Cash-Based Award or Other Stock-Based Award intended to result in Performance-Based Compensation shall comply
with the requirements applicable to Performance Awards set forth in Section 3.05. To the extent applicable, payment or settlement with
respect to each Cash-Based Award and Other Stock-Based Award shall be made in compliance with the requirements of Section 409A. |
| (e) | Voting Rights; Dividend Equivalent Rights and Distributions. Participants shall have no voting
rights with respect to Shares represented by Other Stock-Based Awards until the date of the issuance of such Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), if any, in settlement of such Award.
However, the Administrator, in its discretion, may provide in the Award Agreement evidencing any Other Stock-Based Award that the Participant
shall be entitled to Dividend Equivalent Rights with respect to the payment of cash dividends on Stock during the period beginning on
the date such Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date the Award is settled
or the date on which it is terminated. Such Dividend Equivalent Rights, if any, shall be paid in accordance with the provisions set forth
in Section 3.04(e). Dividend Equivalent Rights shall not be granted with respect to Cash-Based Awards. In the event of a dividend or distribution
paid in Shares or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section
4.05, appropriate adjustments shall be made in the Participant’s Other Stock-Based Award so that it represents the right to receive
upon settlement any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends)
to which the Participant would be entitled by reason of the Shares issuable upon settlement of such Award, and all such new, substituted
or additional securities or other property shall be immediately subject to the same vesting conditions and performance criteria, if any,
as are applicable to the Award. |
| (f) | Nontransferability of Cash-Based Awards and Other Stock-Based Awards. Prior to the payment or settlement
of a Cash-Based Award or Other Stock-Based Award, the Award shall not be subject in any manner to anticipation, alienation, sale, exchange,
transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except
transfer by will or by the laws of descent and distribution. The Administrator may impose such additional restrictions on any Shares issued
in settlement of Cash-Based Awards and Other Stock-Based Awards as it may deem advisable, including, without limitation, minimum holding
period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon
which such Shares are then listed and/or traded, or under any state securities laws or foreign law applicable to such Shares. |
Section 3.07 Form
of Award Agreements. A form of Award Agreement for a grant of Options is attached
hereto as Exhibit A, a form of Award Agreement for a grant of Stock Appreciation Rights is attached hereto as Exhibit B, a form of
Award Agreement for a grant of Restricted Stock is attached hereto as Exhibit C; and a form of Award Agreement for a grant of
Restricted Stock Units is attached hereto as Exhibit D, provided that the Administrator shall have the discretion to modify such
forms and to replace such forms with any other agreement as determined by the Administrator. In the event of a conflict between the
terms of any Award Agreement and the provisions in the body of this Plan, the terms of the Award Agreement shall control.
Article
IV. Additional Provisions Applicable to this Plan and Awards
Section 4.01 Outside
Director Limitations. No Outside Director may be granted, in any Fiscal Year, Awards
with a grant date fair value (computed as of the date of grant in accordance with U.S. generally accepted accounting principles) of
more than $300,000. Any Awards granted to an individual while he or she was an Employee, or while he or she was a Consultant but not
an Outside Director, will not count for purposes of the limitations under this Section 4.01.
Section 4.02 Compliance
With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from
the application of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral
will not be subject to the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the
sole discretion of the Administrator. This Plan and each Award Agreement under this Plan is intended to meet the requirements
of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in
the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject
to Code Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code
Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest
applicable under Code Section 409A. In no event will the Company have any obligation under the terms of this Plan to reimburse
a Participant for any taxes or other costs that may be imposed on Participant as a result of Section 409A.
Section 4.03 Leaves
of Absence/Transfer Between Locations. Unless the Administrator provides otherwise,
vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an
Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed
three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon
expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months following the first
(1st) day of such leave, any Incentive Stock Option held by the Participant will cease to be treated as an Incentive
Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.
Section 4.04 Limited
Transferability of Awards. Unless determined otherwise by the Administrator, Awards may
not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent
and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes
an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems
appropriate.
Section 4.05 Adjustments; Dissolution,
Merger, Etc.
| (a) | Adjustments. In the event that any dividend or other distribution (whether in the form of cash,
Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate
structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits
or potential benefits intended to be made available under this Plan, will adjust the number and class of shares of stock that may be delivered
under this Plan and/or the number, class, and price of shares of stock covered by each outstanding Award, and the numerical Share limits
of Section 2.01. |
| (b) | Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company,
the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the
extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action. |
| (i) | In the event of a merger of the Company with or into another corporation or other entity or a Change in
Control, each outstanding Award will be treated as the Administrator determines (subject to the provisions of the following paragraph)
without a Participant’s consent, including, without limitation, that (i) Awards will be assumed, or substantially equivalent
awards will be substituted, by the acquiring or succeeding corporation (or an Affiliate thereof) with appropriate adjustments as to the
number and kind of shares and prices; (ii) upon written notice to a Participant, that the Participant’s Awards will terminate upon
or immediately prior to the consummation of such merger or Change in Control; (iii) outstanding Awards will vest and become exercisable,
realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger
or Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such
merger or Change in Control; (iv) (A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to
the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date
of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator
determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s
rights, then such Award may be terminated by the Company without payment), or (B) the replacement of such Award with other rights
or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions
permitted under this Section 4.05(c), the Administrator will not be obligated to treat all Awards, all Awards held by a Participant, or
all Awards of the same type, similarly. |
| (ii) | In the event that the successor corporation does not assume or substitute for the Award (or portion thereof),
the Participant will fully vest in and have the right to exercise all of his or her outstanding Options and Stock Appreciation Rights,
including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted
Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will
be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in all cases, unless specifically
provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the Company or any of its
Subsidiaries or Parents, as applicable. In addition, if an Option or Stock Appreciation Right is not assumed or substituted in the event
of a merger or Change in Control, the Administrator will notify the Participant in writing or electronically that the Option or Stock
Appreciation Right will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or
Stock Appreciation Right will terminate upon the expiration of such period. |
| (iii) | For the purposes of this Section 4.05(c) and Section 4.05(d), an Award will be considered assumed if,
following the merger or Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately
prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger
or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered
a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however,
that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its
Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise
of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit, or Performance Share, for each
Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per
share consideration received by holders of Common Stock in the merger or Change in Control. |
| (iv) | Notwithstanding anything in this Section 4.05(c) to the contrary, an Award that vests, is earned or paid-out
upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of
such performance goals without the Participant’s consent, in all cases, unless specifically provided otherwise under the applicable
Award Agreement or other written agreement between the Participant and the Company or any of its Subsidiaries or Parents, as applicable;
provided, however, a modification to such performance goals only to reflect the successor corporation’s post-Change in Control corporate
structure will not be deemed to invalidate an otherwise valid Award assumption. |
| (v) | Notwithstanding anything in this Section 4.05(c) to the contrary, and unless otherwise provided in an
Award Agreement, if an Award that vests, is earned or paid-out under an Award Agreement is subject to Code Section 409A and if the change
in control definition contained in the Award Agreement does not comply with the definition of “change of control” for purposes
of a distribution under Code Section 409A, then any payment of an amount that is otherwise accelerated under this Section 4.05(c) will
be delayed until the earliest time that such payment would be permissible under Code Section 409A without triggering any penalties applicable
under Code Section 409A. |
| (vi) | The Administrator may, without affecting the number of Shares reserved or available hereunder, authorize
the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock,
or reorganization upon such terms and conditions as it may deem appropriate, subject to compliance with Section 409A and any other applicable
provisions of the Code. |
| (d) | Outside Director Awards. In the event of a Change in Control, with respect to Awards granted to
an Outside Director, the Outside Directors will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights
as to all of the Shares underlying such Award, including those Shares which would not otherwise be vested or exercisable, all restrictions
on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance
goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions
met, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between the Participant and
the Company or any of its Subsidiaries or Parents, as applicable. |
Section 4.06 Tax Withholding.
| (a) | Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or
exercise thereof) or such earlier time as any tax withholding obligation is due, the Company will have the power and the right to deduct
or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, non-U.S. or other
taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof). |
| (b) | Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures
as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by such
methods as the Administrator shall determine, including, without limitation, (i) paying cash, (ii) electing to have the Company withhold
otherwise deliverable cash or Shares having a fair market value equal to the minimum statutory amount required to be withheld or such
greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator
determines in its sole discretion, (iii) delivering to the Company already-owned Shares having a fair market value equal to the minimum
statutory amount required to be withheld or such greater amount as the Administrator may determine, in each case, provided the delivery
of such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion, (iv) selling
a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole
discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (v) any combination of the foregoing
methods of payment. The amount of the withholding requirement will be deemed to include any amount which the Administrator agrees may
be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal
income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined
or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator
determines in its sole discretion. The fair market value of the Shares to be withheld or delivered will be determined as of the date that
the taxes are required to be withheld. |
Section 4.07 Compliance with Securities
Laws. The grant of Awards and the issuance of Shares pursuant to any Award shall be subject to compliance with all
applicable requirements of federal, state and foreign law with respect to such securities and the requirements of any stock exchange
or market system upon which the Stock may then be listed. In addition, no Award may be exercised or shares issued pursuant to an
Award unless (a) a registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with
respect to the shares issuable pursuant to the Award, or (b) in the opinion of legal counsel to the Company, the shares issuable
pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of
the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any,
deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares under this Plan shall
relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority
shall not have been obtained. As a condition to issuance of any Stock, the Company may require the Participant to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the Company.
Section 4.08 Tax Withholding.
| (a) | Tax Withholding in General. The Company shall have the right to deduct from any and all payments
made under this Plan, or to require the Participant, through payroll withholding, cash payment or otherwise, to make adequate provision
for, the federal, state, local and foreign taxes (including social insurance), if any, required by law to be withheld by the Company or
any of its Affiliates with respect to an Award or the Shares acquired pursuant thereto. The Company shall have no obligation to deliver
Shares, to release Shares from an escrow established pursuant to an Award Agreement, or to make any payment in cash under this Plan until
the Company or its Affiliate’s, as applicable, withholding obligations have been satisfied by the Participant. |
| (b) | Withholding in or Directed Sale of Shares. The Company shall have the right, but not the obligation,
to deduct from the Shares issuable to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the
tender of, a number of whole Shares having a Fair Market Value, as determined by the Administrator, equal to all or any part of the tax
withholding obligations of any the Company or its Affiliates, as applicable. The Fair Market Value of any Shares withheld or tendered
to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding
rates. The Administrator may require a Participant to direct a broker, upon the vesting, exercise or settlement of an Award, to sell a
portion of the shares subject to the Award determined by the Administrator in its discretion to be sufficient to cover the tax withholding
obligations of the Company or its Affiliates, as applicable, and to remit an amount equal to such tax withholding obligations to the Company
or its Affiliates, as applicable ,in cash. |
Section 4.09 No Effect on Employment or
Service. Neither this Plan nor any Award will confer upon a Participant any right with respect to continuing the
Participant’s relationship as a Service Provider with the Company or its Subsidiaries or Parents, as applicable, nor will they
interfere in any way with the Participant’s right or the right of the Company and its Subsidiaries or Parents, as applicable
to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.
Section 4.10 Repurchase Rights.
Shares issued under this Plan may be subject to one or more repurchase options, or other conditions and restrictions as determined by
the Administrator in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase
right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request
by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of Shares hereunder
and shall promptly present to the Company any and all certificates representing Shares acquired hereunder for the placement on such certificates
of appropriate legends evidencing any such transfer restrictions.
Section 4.11 Fractional Shares.
The Company shall not be required to issue fractional shares upon the exercise or settlement of any Award.
Section 4.12 Forfeiture Events.
| (a) | All Awards under this Plan will be subject to recoupment under any clawback policy that the Company is
required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities
are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Laws. In addition,
the Administrator may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Administrator determines
necessary or appropriate, including but not limited to a reacquisition right regarding previously acquired Shares or other cash or property.
Unless this Section 4.12 is specifically mentioned and waived in an Award Agreement or other document, no recovery of compensation under
a clawback policy or otherwise will be an event that triggers or contributes to any right of a Participant to resign for “good reason”
or “constructive termination” (or similar term) under any agreement with the Company or a Subsidiary or Parent of the Company. |
| (b) | Notwithstanding any other provision of this Plan, if the Participant’s service to the Company or
any of its Affiliates as a Service Provider is terminated for Cause, then any Award which has no vested as of such time in accordance
with its terms shall automatically be forfeited and cancelled and shall cease to vest, be exercisable or otherwise provide any benefit
to Participant, provided that such provision may be amended in any Award Agreement. |
| (c) | The Administrator may specify in an Award Agreement that the Participant’s rights, payments, and
benefits with respect to an Award will be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence additional
of specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but
will not be limited to, termination of such Participant’s status as Service Provider for Cause or any specified action or inaction
by a Participant, whether before or after such termination of service, that would constitute Cause for termination of such Participant’s
status as a Service Provider. |
Section 4.13 Date of Grant.
The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award,
or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within
a reasonable time after the date of such grant.
Section 4.14 Term of Plan. This
Plan will become effective upon its adoption by the Board. It will continue in effect for a term of ten (10) years from the date
adopted by the Board, unless terminated earlier under Section 4.15.
Section 4.15 Amendment and Termination
of this Plan.
| (a) | Amendment and Termination. The Administrator may at any time amend, alter, suspend or terminate
this Plan. |
| (b) | Shareholder Approval. The Company will obtain shareholder approval of any Plan amendment to the
extent necessary and desirable to comply with Applicable Laws. |
| (c) | Effect of Amendment or Termination. No amendment, alteration, suspension or termination of this
Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which
agreement must be in writing and signed by the Participant and the Company. Termination of this Plan will not affect the Administrator’s
ability to exercise the powers granted to it hereunder with respect to Awards granted under this Plan prior to the date of such termination. |
Section 4.16 Conditions Upon Issuance of
Shares.
| (a) | Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise
of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval
of counsel for the Company with respect to such compliance. |
| (b) | Investment Representations. As a condition to the exercise of an Award, the Company may require
the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation
is required. |
Section 4.17 Inability to Obtain
Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction or to complete or
comply with the requirements of any registration or other qualification of the Shares under any state, federal or non-U.S. law or
under the rules and regulations of the Securities and Exchange Commission, the stock exchange on which Shares of the same class are
then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is deemed
by the Company’s counsel to be necessary or advisable for the issuance and sale of any Shares hereunder, will relieve the
Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority, registration,
qualification or rule compliance will not have been obtained.
Section 4.18 Shareholder Approval.
This Plan will be presented for approval by the shareholders of the Company within twelve (12) months after the date this Plan is adopted
by the Board. Such shareholder approval will be obtained in the manner and to the degree required under Applicable Laws. No Option granted
under this Plan may be treated as an Incentive Stock Option if this Plan is not approved by shareholders of the Company within twelve
(12) months after the date this Plan is adopted by the Board.
Section 4.19 Retirement and Welfare
Plans. Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards may be included as “compensation”
for purposes of computing the benefits payable to any Participant under the Company’s or any of its Affiliates’ retirement
plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall
be taken into account in computing a Participant’s benefit.
Section 4.20 Beneficiary Designation.
Subject to local laws and procedures, each Participant may file with the Company a written designation of a beneficiary who is
to receive any benefit under this Plan to which the Participant is entitled in the event of such Participant’s death before he
or she receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant, shall be in
a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s
lifetime. If a married Participant designates a beneficiary other than the Participant’s spouse, the effectiveness of such designation
may be subject to the consent of the Participant’s spouse. If a Participant dies without an effective designation of a beneficiary
who is living at the time of the Participant’s death, the Company will pay any remaining unpaid benefits to the Participant’s
legal representative.
Section 4.21 Severability. If
any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any respect,
such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the
remaining provisions (or any part thereof) of this Plan shall not in any way be affected or impaired thereby.
Section 4.22 No Constraint on Corporate
Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s or any of its
Affiliate’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure,
or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or (b) limit the right
or power of the Company any of its Affiliates to take any action which such entity deems to be necessary or appropriate.
Section 4.23 Unfunded Obligation.
Participants shall have the status of general unsecured creditors of the Company. Any amounts payable to Participants pursuant to this
Plan shall be considered unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee
Retirement Income Security Act of 1974. Neither the Company nor any of its Affiliates shall be required to segregate any monies from
its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain
at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment
obligations hereunder. Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute
a trust or fiduciary relationship between the Administrator, the Company or any of its Affiliates and a Participant, or otherwise create
any vested or beneficial interest in any Participant or the Participant’s creditors in any assets of the Company or any of its
Affiliates. The Participants shall have no claim against the Company or any of its Affiliates for any changes in the value of any assets
which may be invested or reinvested by the Company with respect to this Plan.
Section 4.24 Choice of Law.
Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of this Plan and
each Award Agreement shall be governed by the laws of the State of Nevada, without regard to its conflict of law rules.
***
Exhibit A
Form of Option Award Agreement
Sentient
Brands Holdings Inc.
Option
Award Agreement
This grant of an Award to purchase
Shares (“Grant”) is made as of [_______________] (the “Effective Date”) by Sentient Brands Holdings Inc., a Nevada
corporation (the “Company”) under the Sentient Brands Holdings Inc. 2022 Equity Incentive Plan (the “Plan”), to
[__________________] (the “Participant”). Under applicable provisions of the Internal
Revenue Code of 1986, as amended, the Option is treated as [an incentive option][a non-qualified option].
By
signing this cover sheet, you hereby accept the Option (as defined below) and agree to all of the terms and conditions described herein
and in this Plan.
Participant
Name: _____________________________
Signature:
____________________________
Sentient
Brands Holdings Inc.
By: _________________________
Name: _________________________
Title: _________________________
This
is not a stock certificate or a negotiable instrument. This grant of Option is a
voluntary,
revocable grant from the Company and Participant hereby acknowledges that the Company has no obligation to make additional grants in the
future.
UPON
RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY WILL BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS
TO
EVIDENCE THE OPTIONS GRANTED TO YOU.
***
| 1. | Grant. As of the Effective Date, the Company grants to the Participant an option (the “Option”)
to purchase on the terms and conditions hereinafter set forth all or any part of an aggregate of [________________] shares of the Company’s
Common Stock, par value $0.001 per share, (the “Option Shares”), at the purchase price of $[____________] per share (the “Option
Price”). The Participant shall have the cumulative right to exercise the Option, and the Option is only exercisable, with respect
to the following number of Option Shares on or after the following dates: |
| Date |
Number of Options Vested and Shares Which May be Acquired |
| |
|
| |
|
The Administrator may,
in its sole discretion, accelerate the date on which the Participant may purchase Option Shares.
| 2. | Term. The Option granted hereunder shall expire in all events at 5:00 p.m., Eastern time on [______________],
unless sooner terminated as provided in in this Section 2. |
| 3. | Change in Accounting Treatment. If the Administrator finds that a change in the financial accounting
treatment for options granted under this Plan adversely affects the Company or, in the determination of the Administrator, may adversely
affect the Company in the foreseeable future, the Administrator may, in its discretion, set an accelerated termination date for the Option.
In such event, the Administrator may take whatever other action, including acceleration of any exercise provisions, it deems necessary. |
| 4. | Blackout Periods. The Administrator reserves the right to suspend or limit the Participant’s
rights to exercise and sell Shares acquired through the exercise of Options to comply with Applicable Requirements and any Company’s
insider trading policy, any Applicable Law, or at any other times that it deems appropriate. |
| 5. | Transfers. Except as otherwise provided herein or in any separate provisions applicable to this
Option, the Option is transferable by the Participant only by will or pursuant to the laws of descent and distribution in the event of
the Participant’s death, in which event the Option may be exercised by the heirs or legal representatives of the Participant as
set forth in this Plan. Any attempt at assignment, transfer, pledge or disposition of the Option contrary to the provisions hereof or
the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect. Any exercise of the
Option by a Person other than the Participant shall be accompanied by appropriate proofs of the right of such person to exercise the Option. |
| 6. | Adjustments on Changes in Common Stock. In the event that, prior to the delivery by the Company
of all of the Option Shares in respect of which the Option is granted, there shall be an increase or decrease in the number of issued
shares of Common Stock of the Company as a result of a subdivision or consolidation of Shares or other capital adjustment, or the payment
of a stock dividend or other increase or decrease in such Shares, effected without receipt of consideration by the Company, the remaining
number of Option Shares still subject to the Option and the Option Price therefor shall be adjusted in a manner determined by the Administrator
so that the adjusted number of Option Shares and the adjusted Option Price shall be the substantial equivalent of the remaining number
of Option Shares still subject to the Option and the Option Price thereof prior to such change. For purposes of this Section 7 no adjustment
shall be made as a result of the issuance of Common Stock upon the conversion of other securities of the Company which are convertible
into Shares. |
| 7. | Legal Requirements. If the listing, registration or qualification of the Option Shares upon any
securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body is necessary as
a condition of or in connection with the purchase of such Option Shares, the Company shall not be obligated to issue or deliver the certificates
representing the Option Shares as to which the Option has been exercised unless and until such listing, registration, qualification, consent
or approval shall have been effected or obtained. If registration is considered unnecessary by the Company or its counsel, the Company
may cause a legend to be placed on the Option Shares being issued calling attention to the fact that they have been acquired for investment
and have not been registered. |
| 8. | Administration. The Option has been granted pursuant to, and is subject to the terms and provisions
of, this Plan. All questions of interpretation and application of this Plan and the Option shall be determined by the Administrator, and
such determination shall be final, binding and conclusive. The Option shall not be treated as an incentive stock option (as such term
is defined in section 422(b) of the Code) for federal income tax purposes unless expressly indicated as same hereupon. |
| 9. | Severability. Should a court of competent jurisdiction deem any of the provisions in this Agreement
to be unenforceable in any respect, it is the intention of the parties to this Agreement that this Agreement be deemed, without further
action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.
It is further the parties’ intent that all provisions not deemed to be overbroad shall be given their full force and effect. You
acknowledge that you are freely, knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with
your own independent counsel. |
| 10. | Notices. Any notice to be given to the Company shall be addressed to the Administrator at its principal
executive office, and any notice to be given to the Participant shall be addressed to the Participant at the address then appearing on
the personnel or other records of the Company, or at such other address as either party hereafter may designate in writing to the other.
Any such notice shall be deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered or
certified mail, and with proper postage and registration or certification fees prepaid. |
| 11. | Reservation of Right to Terminate. Nothing herein contained shall affect the right of the Company
or any Affiliate to terminate the Participant in its applicable capacity as a Service Provider at any time for any reason whatsoever. |
| 12. | Choice of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in accordance
with the substantive laws of the State of Nevada, without giving effect to any conflicts of law rule or principle that might require the
application of the laws of another jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL
BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF NEW YORK OR THE FEDERAL COURTS OF THE UNITED STATES, IN EACH CASE LOCATED IN NEW YORK
CITY, NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. |
| 13. | Taxes. You agree to comply with the appropriate procedures established by the Company, from time
to time, to provide for payment or withholding of such income or other taxes as may be required by law to be paid or withheld in connection
with the Options and exercise thereof. |
***
Exhibit B
Form of Stock Appreciation Right
Award Agreement
Sentient
Brands Holdings Inc.
Stock
Appreciation Rights Award Agreement
| Number of SARs |
Grant Date |
Vesting Schedule |
| |
|
|
| |
|
|
Exercise
Price: $_______________ per share of Common Stock
Sentient
Brands Holdings Inc., a Nevada corporation (the “Company”), hereby grants to [_________] (the “Participant”, also
referred to as “you”) Stock Appreciation Rights (the “SAR”), pursuant to the terms of the attached Stock Appreciation
Rights Award Agreement and the Sentient Brands Holdings Inc. 2022 Equity Incentive Plan (the “Plan”).
By
signing this cover sheet, you agree to all of the terms and conditions described in the attached Stock Appreciation Rights Award Agreement
and this Plan.
Participant:
_____________________________
Signature:
____________________________
Sentient
Brands Holdings Inc.
By: _________________________
Name: _________________________
Title: _________________________
This
is not a stock certificate or a negotiable instrument. This grant of SAR is a
voluntary,
revocable grant from the Company and Participant hereby acknowledges that the
Company
has no obligation to make additional grants in the future.
UPON
RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY
WILL
BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS
TO
EVIDENCE THE SAR GRANTED TO YOU.
Sentient Brands Holdings Inc.
STOCK
APPRECIATION RIGHTS AWARD AGREEMENT
| 1. | SAR/Nontransferability. This Stock Appreciation Rights Award Agreement (this “Agreement”)
evidences the grant to you on the Grant Date set forth on the cover page of this Agreement the Stock Appreciation Right as set forth therein
(the “SAR”) under the Sentient Brands Holdings Inc. 2022 Equity Incentive Plan (the “Plan”). These SARs represent
the right to receive, upon exercise thereof, an amount in cash as set forth in this Plan. This SAR will NOT be credited with dividends
to the extent dividends are paid on the Common Stock of the Company. Your SAR may not be transferred, assigned, pledged or hypothecated,
whether by operation of law or otherwise, nor may the SAR be made subject to execution, attachment or similar process. Any capitalized,
but undefined, term used in this Agreement shall have the meaning ascribed to it in this Plan. |
| 2. | The Plan. The SAR is issued in accordance with and is subject to and conditioned upon all of the
terms and conditions of this Agreement and this Plan as amended from time to time; provided, however, that no future amendment or termination
of this Plan shall, without your consent, alter or impair any of your rights or obligations under this Plan, all of which are incorporated
by reference in this Agreement as if fully set forth herein. |
| 3. | Cash Value Determination upon Vesting and Exercise. Subject to the terms and conditions set forth
in this Agreement, the SARs covered by this grant shall vest on the vesting date set forth on the cover page of this Agreement, provided
the Participant is a Service Provider of the Company on the Date of Vesting. The payment of the value of the SARs shall be made no later
than ten (10) days following exercise. The payment of amounts with respect to the SARs is subject to the provisions of this Plan
and to interpretations, regulations and determinations concerning this Plan as established from time to time by the Administrator in accordance
with the provisions of this Plan, including, but not limited to, provisions relating to (i) rights and obligations with respect to
withholding taxes, (ii) capital or other changes of the Company and (iii) other requirements of applicable law. |
| 4. | No Shareholder Rights. SARs are not Shares. Neither the Participant, nor any Person entitled to
exercise the Participant’s rights in the event of the Participant’s death, shall have any of the rights and privileges of
a holder of Shares. |
| 5. | Severability. Should a court of competent jurisdiction deem any of the provisions in this Agreement
to be unenforceable in any respect, it is the intention of the parties to this Agreement that this Agreement be deemed, without further
action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.
It is further the parties’ intent that all provisions not deemed to be overbroad shall be given their full force and effect. You
acknowledge that you are freely, knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with
your own independent counsel. |
| 6. | Notices. Any notice to be given to the Company shall be addressed to the Administrator at its principal
executive office, and any notice to be given to the Participant shall be addressed to the Participant at the address then appearing on
the personnel or other records of the Company, or at such other address as either party hereafter may designate in writing to the other.
Any such notice shall be deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered or
certified mail, and with proper postage and registration or certification fees prepaid. |
| 7. | Reservation of Right to Terminate. Nothing herein contained shall affect the right of the Company
or any Affiliate to terminate the Participant in its applicable capacity as a Service Provider at any time for any reason whatsoever. |
| 8. | Choice of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in accordance
with the substantive laws of the State of Nevada, without giving effect to any conflicts of law rule or principle that might require the
application of the laws of another jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL
BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF NEW YORK OR THE FEDERAL COURTS OF THE UNITED STATES, IN EACH CASE LOCATED IN NEW YORK
CITY, NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. |
| 9. | Taxes. You agree to comply with the appropriate procedures established by the Company, from time
to time, to provide for payment or withholding of such income or other taxes as may be required by law to be paid or withheld in connection
with the SARs. |
***
Exhibit C
Form of Restricted Stock Award
Agreement
Sentient
Brands Holdings Inc.
Restricted
Stock Award Agreement
| Number of Shares |
Grant Date |
Vesting Schedule |
| |
|
|
| |
|
|
Sentient
Brands Holdings Inc., a Nevada corporation (the “Company”), hereby grants to [_________] (the “Participant”, also
referred to as “you”) shares of Restricted Stock (the “Shares”), pursuant to the terms of the attached Restricted
Stock Award Agreement and the Sentient Brands Holdings Inc. 2022 Equity Incentive Plan (the “Plan”).
By
signing this cover sheet, you agree to all of the terms and conditions described in the attached Restricted Stock Award Agreement and
this Plan.
Participant:
_____________________________
Signature:
____________________________
Sentient
Brands Holdings Inc.
By: _________________________
Name: _________________________
Title: _________________________
This
is not a stock certificate or a negotiable instrument. This grant of Shares is a
voluntary,
revocable grant from the Company and Participant hereby acknowledges that the
Company
has no obligation to make additional grants in the future.
UPON
RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY
WILL
BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS
TO
EVIDENCE THE SHARES GRANTED TO YOU.
Sentient Brands Holdings Inc.
RESTRICTED
STOCK AWARD AGREEMENT
| 1. | Award. This Restricted Stock Award Agreement (this “Agreement”) evidences the grant
to Participant on the Grant Date set forth on the cover page of this Agreement the shares of Restricted Stock as set forth therein (the
“Shares”) under the Sentient Brands Holdings Inc. 2022 Equity Incentive Plan (the “Plan”). Any capitalized, but
undefined, term used in this Agreement shall have the meaning ascribed to it in this Plan. |
| 2. | Non-Transferability of the Shares. Your Shares may not be transferred, assigned, pledged or hypothecated,
whether by operation of law or otherwise, nor may the Shares be made subject to execution, attachment or similar process. Except as may
be required by federal income tax withholding provisions or by the tax laws of any state, your interests (and the interests of your beneficiaries,
if any) under this Agreement are not subject to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred,
alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber,
charge or otherwise dispose of any right to benefits payable hereunder shall be void. Your rights to your Shares are no greater than that
of other general, unsecured creditors of the Company. |
| 3. | Vesting. Subject to the terms and conditions set forth in this Agreement, the Shares covered by
this grant shall vest on the vesting date set forth on the cover page of this Agreement, provided the Participant is a Service Provider
of the Company or a member of the Company Group on the Date of Vesting. |
| (a) | Vesting. Shares that vest (together with any payment due pursuant to the terms herein in respect
of such Shares) shall be delivered to Participant (or the person to whom ownership rights may have passed by will or the laws of descent
and distribution), on or as soon as administratively practicable after, the date of such vesting. |
| (b) | Certain Limitations. Notwithstanding the foregoing provisions of this Section 3, delivery of Shares,
if any, by reason of Participant’s termination of employment shall be delayed until the six (6) month anniversary of the date of
Participant’s termination of employment to the extent necessary to comply with Code Section 409A(a)(B)(i), and the determination
of whether or not there has been a termination of Participant’s employment with the Company shall be made by the Administrator consistent
with the definition of “separation from service” (as that phrase is used for purposes of Code Section 409A, and as set forth
in Treasury Regulation Section 1.409A-1(h)). |
| 5. | Withholding Taxes. Participant shall be responsible to pay to the Company the amount of withholding
taxes as determined by the Company with respect to the date the Shares are delivered. If Participant does not arrange for payment of the
applicable withholding taxes by providing such amount to the Company in cash prior to the date established by the Company as the deadline
for such payment, Participant shall be treated as having elected to relinquish to the Company a portion of the Shares that would otherwise
have been transferred to Participant having a fair market value, based on the Fair Market Value of the Common Stock on the business day
immediately preceding the date of delivery of the Shares, equal to the amount of such applicable withholding taxes, in lieu of paying
such amount to the Company in cash. Participant authorizes the Company to withhold in accordance with applicable law from any compensation
payable to him or her any taxes required to be withheld for federal, state or local law in connection with this Agreement. |
| 6. | Legal Requirements. If the listing, registration or qualification of Shares deliverable in respect
of an Shares upon any securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory
body is necessary as a condition of or in connection with the issuance of such Shares, the Company shall not be obligated to issue or
deliver such Shares unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained.
If registration is considered unnecessary by the Company or its counsel, the Company may cause a legend to be placed on any Shares being
issued calling attention to the fact that they have been acquired for investment and have not been registered. The Administrator may from
time to time impose any other conditions on the Shares it deems necessary or advisable to ensure that Shares are issued and resold in
compliance with the Securities Act of 1933, as amended. |
| 7. | Severability. Should a court of competent jurisdiction deem any of the provisions in this Agreement
to be unenforceable in any respect, it is the intention of the parties to this Agreement that this Agreement be deemed, without further
action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.
It is further the parties’ intent that all provisions not deemed to be overbroad shall be given their full force and effect. You
acknowledge that you are freely, knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with
your own independent counsel. |
| 8. | Notices. Any notice to be given to the Company shall be addressed to the Administrator at its principal
executive office, and any notice to be given to the Participant shall be addressed to the Participant at the address then appearing on
the personnel or other records of the Company, or at such other address as either party hereafter may designate in writing to the other.
Any such notice shall be deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered or
certified mail, and with proper postage and registration or certification fees prepaid. |
| 9. | Reservation of Right to Terminate. Nothing herein contained shall affect the right of the Company
or any Affiliate to terminate the Participant in its applicable capacity as a Service Provider at any time for any reason whatsoever. |
| 10. | Choice of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in accordance
with the substantive laws of the State of Nevada, without giving effect to any conflicts of law rule or principle that might require the
application of the laws of another jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL
BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF NEW YORK OR THE FEDERAL COURTS OF THE UNITED STATES, IN EACH CASE LOCATED IN NEW YORK
CITY, NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. |
| 11. | Taxes. You agree to comply with the appropriate procedures established by the Company, from time
to time, to provide for payment or withholding of such income or other taxes as may be required by law to be paid or withheld in connection
with the Restricted Stock. |
***
Exhibit D
Form of Restricted Unit Award
Agreement
Sentient
Brands Holdings Inc.
Restricted
Unit Award Agreement
| Number of Restricted Stock Units |
Grant Date |
Vesting Schedule/Performance Period/Performance Vesting Requirements |
| |
|
|
| |
|
|
Sentient
Brands Holdings Inc., a Nevada corporation (the “Company”), hereby grants to [_________] (the “Participant”, also
referred to as “you”) the Restricted Stock Units (the “Restricted Stock Units” or “RSUs”), pursuant
to the terms of the attached Restricted Unit Award Agreement and the Sentient Brands Holdings Inc. 2022 Equity Incentive Plan (the “Plan”).
By
signing this cover sheet, you agree to all of the terms and conditions described in the attached Restricted Unit Award Agreement and this
Plan.
Participant:
_____________________________
Signature:
____________________________
Sentient
Brands Holdings Inc.
By: _________________________
Name: _________________________
Title: _________________________
This
is not a stock certificate or a negotiable instrument. This grant of RSUs is a
voluntary,
revocable grant from the Company and Participant hereby acknowledges that the
Company
has no obligation to make additional grants in the future.
UPON
RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY
WILL
BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS
TO
EVIDENCE THE RSUs GRANTED TO YOU.
Sentient Brands Holdings Inc.
RESTRICTED
UNIT AWARD AGREEMENT
| 1. | Award. This Restricted Unit Award Agreement (this “Agreement”) evidences the grant
to Participant on the Grant Date set forth on the cover page of this Agreement the Restricted Stock Units as set forth therein (the “Restricted
Stock Units” or “RSUs”) under the Sentient Brands Holdings Inc. 2022 Equity Incentive Plan (the “Plan”).
As used herein, the term “Restricted Stock Unit” or “RSU” shall mean a non-voting unit of measurement which is
deemed for bookkeeping purposes to be equivalent to one outstanding Share solely for purposes of this Plan and this Agreement. The Restricted
Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Restricted
Stock Units vest pursuant to this Award Agreement. The Restricted Stock Units shall not be treated as property or as a trust fund of any
kind. Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in this Plan. |
| 2. | Non-Transferability of the RSUs. Your RSUs may not be transferred, assigned, pledged or hypothecated,
whether by operation of law or otherwise, nor may the RSUs be made subject to execution, attachment or similar process. Except as may
be required by federal income tax withholding provisions or by the tax laws of any state, your interests (and the interests of your beneficiaries,
if any) under this Agreement are not subject to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred,
alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber,
charge or otherwise dispose of any right to benefits payable hereunder shall be void. Your rights to your RSUs are no greater than that
of other general, unsecured creditors of the Company. |
| 3. | Vesting. Subject to the terms and conditions set forth in this Agreement, the RSUs covered by this
grant shall vest on the vesting date set forth on the cover page of this Agreement and subject to the satisfaction or attainment of the
performance criteria set forth therein, if any, provided the Participant is employed by the Company on the date of vesting. The Administrator
may not accelerate vesting of Restricted Stock Units for any reason. |
| 4. | Dividends. Participant shall not be entitled to any cash, securities or property that would have
been paid or distributed as dividends with respect to the RSUs subject to this Agreement prior to the date the RSUs are delivered to Participant;
provided, however, that the Company shall keep a hypothetical account in which any such items shall be recorded, and shall pay to Participant
the amount of such dividends (in cash or in kind as determined by the Company) on the same date that the RSUs to which such payments or
distributions relate are required to be delivered under this Agreement. |
| 5. | Timing and Manner of Payment on RSUs. |
| (a) | On or as soon as administratively practical following the vesting event pursuant to this Agreement (and
in all events not later than two and one-half (2½) months after such vesting event), the Company shall deliver to the Participant
a number of Shares (either by delivering one or more certificates for such Shares or by entering such Shares in book entry form, as determined
by the Company in its discretion) equal to the number of Shares subject to the RSU that vest on the Vesting Date, less any withholding
or expenses as set forth herein, or may settle the RSU in cash or other payment as provided in this Plan, as determined by the Administrator.
The Company’s obligation to deliver Shares or otherwise make payment with respect to vested RSUs is subject to the condition precedent
that the Participant or other person entitled under this Plan to receive any Shares or payment with respect to the vested RSUs deliver
to the Company any representations or other documents or assurances required pursuant to this Plan. The Participant shall have no further
rights with respect to any RSUs that are paid or that terminate pursuant to this Agreement or this Plan. |
| (b) | Certain Limitations. Notwithstanding the foregoing provisions of this Section 3, delivery of Shares
or other payment, if any, with respect to RSUs by reason of Participant’s termination of employment shall be delayed until the six
(6) month anniversary of the date of Participant’s termination of employment to the extent necessary to comply with Code Section
409A(a)(B)(i), and the determination of whether or not there has been a termination of Participant’s employment with the Company
shall be made by the Administrator consistent with the definition of “separation from service” (as that phrase is used for
purposes of Code Section 409A, and as set forth in Treasury Regulation Section 1.409A-1(h)). |
| 6. | Rights of Participant. Participant shall have none of the rights of a shareholder at any time prior
to the delivery of any Shares pursuant to the RSUs subject to this Agreement, except as expressly set forth in this Plan or herein. |
| 7. | Withholding Taxes. Participant shall be responsible to pay to the Company the amount of withholding
taxes as determined by the Company with respect to the date the RSUs are settled. If Participant does not arrange for payment of the applicable
withholding taxes by providing such amount to the Company in cash prior to the date established by the Company as the deadline for such
payment, Participant shall be treated as having elected to relinquish to the Company a portion of the Shares that would otherwise have
been transferred to Participant having a fair market value, based on the Fair Market Value of the Common Stock on the business day immediately
preceding the date of delivery of the Shares, equal to the amount of such applicable withholding taxes, in lieu of paying such amount
to the Company in cash, or an amount in cash if the RSU is settled in cash. Participant authorizes the Company to withhold in accordance
with applicable law from any compensation payable to him or her any taxes required to be withheld for federal, state or local law in connection
with this Agreement. |
| 8. | Legal Requirements. If the listing, registration or qualification of Shares deliverable in respect
of an RSU upon any Securities Exchange or any Applicable Requirement, or the consent or approval of any governmental regulatory body is
necessary as a condition of or in connection with the issuance of such Shares, the Company shall not be obligated to issue or deliver
such Shares unless and until such Applicable Requirements shall have been effected or obtained. If registration is considered unnecessary
by the Company or its counsel, the Company may cause a legend to be placed on any Shares being issued calling attention to the fact that
they have been acquired for investment and have not been registered. The Administrator may from time to time impose any other conditions
on the Shares it deems necessary or advisable to ensure that Shares are issued and resold in compliance with the Securities Act of 1933,
as amended. |
| 9. | Severability. Should a court of competent jurisdiction deem any of the provisions in this Agreement
to be unenforceable in any respect, it is the intention of the parties to this Agreement that this Agreement be deemed, without further
action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.
It is further the parties’ intent that all provisions not deemed to be overbroad shall be given their full force and effect. You
acknowledge that you are freely, knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with
your own independent counsel. |
| 10. | Notices. Any notice to be given to the Company shall be addressed to the Administrator at its principal
executive office, and any notice to be given to the Participant shall be addressed to the Participant at the address then appearing on
the personnel or other records of the Company, or at such other address as either party hereafter may designate in writing to the other.
Any such notice shall be deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered or
certified mail, and with proper postage and registration or certification fees prepaid. |
| 11. | Reservation of Right to Terminate. Nothing herein contained shall affect the right of the Company
or any Affiliate to terminate the Participant in its applicable capacity as a Service Provider at any time for any reason whatsoever. |
| 12. | Choice of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in accordance
with the substantive laws of the State of Nevada, without giving effect to any conflicts of law rule or principle that might require the
application of the laws of another jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL
BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF NEW YORK OR THE FEDERAL COURTS OF THE UNITED STATES, IN EACH CASE LOCATED IN NEW YORK
CITY, NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. |
| 13. | Taxes. You agree to comply with the appropriate procedures established by the Company, from time
to time, to provide for payment or withholding of such income or other taxes as may be required by law to be paid or withheld in connection
with the RSUs. |
***
D-4
