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Form 8-K

sec.gov
OFAL The article is a Form 8-K filing detailing corporate actions including director changes, shareholder votes on an equity incentive plan, and financial statements. It does not contain forward-looking statements or opinions that would indicate a specific market sentiment.

8-K — OFA Group

Accession: 0001493152-26-025118

Filed: 2026-05-26

Period: 2026-05-21

CIK: 0002036307

SIC: 8711 (SERVICES-ENGINEERING SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0002036307

0002036307

2026-05-21

2026-05-21

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 21, 2026

OFA

GROUP

(Exact

name of registrant as specified in its charter)

Cayman

Islands

001-42592

98-1824417

(State

or other jurisdiction

of

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

609

Deep Valley Drive, Suite

200 Rolling Hills, CA

92074

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (800) 418-5160

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Ordinary Shares, $0.001 par value per share

OFAL

The

Nasdaq Capital Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

If

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers

As

described below in Item 5.07 of this Current Report on Form 8-K, on May 21, 2026, at the 2026 Extraordinary General Meeting of Shareholders

(the “Meeting”), the shareholders of OFA Group (the “Company”) approved the OFA Group 2026 Equity Incentive Plan

(the “Plan”). The Plan was adopted by the Company’s Board of Directors (the “Board”) on May 8, 2026, and

became effective upon the approval of the shareholders at the Meeting.

A

description of the material terms of the Plan is set forth in Proposal 3 contained in the Company’s definitive proxy statement

for the Meeting filed with the Securities and Exchange Commission on May 11, 2026. The description of the Plan is qualified in all respects

by the full text of the Plan, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.

Item

5.07 Submission of Matters to a Vote of Security Holders

As

of April 16, 2026, the record date of the Meeting, there were 26,266,846 Class A ordinary shares of the Company issued and outstanding,

each entitling its holder to one vote, and 20,000,000 Class B ordinary shares of the Company issued and outstanding, each entitling its

holder to 25 votes. At the Meeting, the Company’s shareholders voted on the following three proposals:

1.

Proxies

were solicited on behalf of the Board and a vote by ballot was taken for and against allowing the Company’s board of directors

to effect a share consolidation of all the Company’s Class A ordinary shares by consolidating them at a ratio of 1 for 10 at

any time after approval by the shareholders, and to authorize the board of directors to implement the share consolidation at its

discretion

Votes For

Votes Against

Abstentions

Broker

Non-Votes

517,538,056

58,979

2,364

-

2.

Proxies

were solicited on behalf of the Board and a vote by ballot was taken for and against the adoption of the third amended and restated

amended and restated memorandum and articles of association to reflect the share consolidation.

Votes For

Votes Against

Abstentions

Broker

Non-Votes

517,541,954

54,469

2,976

-

3.

Proxies

were solicited on behalf of the Board and a vote by ballot was taken for and against the approval the 2026 Equity Incentive Plan.

Votes For

Votes Against

Abstentions

Broker

Non-Votes

517,491,380

56,053

51,966

-

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Description

10.1

2026 OFA Group Equity Incentive Plan

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

May 22, 2026

OFA

Group

By:

/s/

Li Hsien Wong

Name:

Li

Hsien Wong

Title:

Chief

Executive Officer

EX-10.1

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

OFA

GROUP

2026

EQUITY INCENTIVE PLAN

1. Purpose

The

Plan’s purpose is to attract, retain, and motivate persons who make important contributions to the Company by providing these individuals

with the opportunity to acquire Shares. Additionally, the Plan is intended to align the interests of these individuals to those of the

Company’s other shareholders.

2. Definitions

2.1. Administrator

means the Board or a Committee to the extent the Board’s powers and authorities under

the Plan have been delegated to a Committee. “Administrator” also includes any

officer that has been delegated authority pursuant to Section 4.2 for such time as such delegation

is in effect.

2.2. Affiliate

means (i) any person or entity that directly or indirectly controls, is controlled by or

is under common control with the Company and/or (ii) to the extent provided by the Board

or a Committee, any person or entity in which the Company has a significant interest as determined

by the Board or a Committee in its discretion. The term “control” (including,

with correlative meaning, the terms “controlled by” and “under common control

with”), as applied to any person or entity, means the possession, directly or indirectly,

of the power to direct or cause the direction of the management and policies of such person

or entity, whether through the ownership of voting or other securities, by contract or otherwise.

2.3. Applicable

Law means any applicable law, including without limitation: (i) provisions of the

Code, the Securities Act, the Exchange Act and any rules or regulations thereunder, (ii)

corporate, securities, tax or other laws, statutes, rules, requirements, or regulations,

whether federal, state, local, or foreign, and (iii) rules of any securities exchange or

automated quotation system on which the Shares are listed, quoted, or traded.

2.4. Award

means an Option award, Stock Appreciation Right award, Restricted Stock award, Restricted

Stock Unit award, Performance Award, Dividend Equivalents award, or Other Stock or Cash Based

Award granted to a Participant under the Plan.

2.5. Award

Agreement means an agreement (written or electronic) made and delivered in accordance

with Section 12.3 of this Plan, evidencing the grant of an Award hereunder.

2.6. Board

means the Board of Directors of the Company.

2.7. Cause

means, in the case of a particular Award, unless the applicable Award Agreement states otherwise,

(i) the Company or an Affiliate having “cause” to terminate a Participant’s

employment or service, as defined in any employment or consulting agreement or similar document

or policy between the Participant and the Company or an Affiliate in effect at the time of

such termination or (ii) in the absence of any such employment or consulting agreement, document

or policy (or the absence of any definition of “Cause” contained therein), (A)

a continuing material breach or material default (including, without limitation, any material

dereliction of duty) by Participant of any agreement between the Participant and the Company,

except for any such breach or default which is caused by the Participant’s Disability,

or a continuing failure by the Participant to follow the direction of a duly authorized representative

of the Company; (B) gross negligence, willful misfeasance or breach of fiduciary duty to

the Company or Affiliate by the Participant; (C) the commission by the Participant of an

act of fraud, embezzlement or any felony or other crime of dishonesty in connection with

the Participant’s duties to the Company or Affiliate; or (D) the Participant’s

conviction of, or plea of nolo contendere to, a felony or any other crime that would

materially and adversely affect: (i) the business reputation of the Company or Affiliate

or (ii) the performance of the Participant’s duties to the Company or an Affiliate.

Any determination of whether Cause exists shall be made by the Administrator in its sole

discretion.

2.8. Change

in Control shall, in the case of a particular Award, unless the applicable Award

Agreement provides otherwise or contains a different definition of “Change in Control”

be deemed to occur upon:

2.8.1. A

tender offer (or series of related offers) which is made and consummated for the ownership

of 50% or more of the outstanding voting securities of the Company, unless as a result of

such tender offer more than 50% of the outstanding voting securities of the surviving or

resulting corporation or entity are owned in the aggregate by (A) the shareholders of the

Company (as of the time immediately prior to the commencement of such offer), or (B) any

employee benefit plan of the Company or its Subsidiaries, and their Affiliates;

2.8.2. The

consummation of the Company’s merger or consolidation with another corporation, unless

as a result of such merger or consolidation, more than 50% of the outstanding voting securities

of the surviving or resulting corporation or entity shall be owned in the aggregate by (A)

the shareholders of the Company (as of the time immediately prior to such transaction); provided,

that a merger or consolidation of the Company with another company which is controlled by

persons owning more than 50% of the outstanding voting securities of the Company shall constitute

a Change in Control unless the Administrator, in its discretion, determine otherwise, or

(B) any employee benefit plan of the Company or its Subsidiaries, and their Affiliates;

2.8.3. The

consummation of the Company’s sale of substantially all of its assets to another entity

that is not wholly owned by the Company, unless as a result of such sale more than 50% of

such assets shall be owned in the aggregate by (A) the shareholders of the Company (as of

the time immediately prior to such transaction), or (B) any employee benefit plan of the

Company or its Subsidiaries, and their Affiliates;

2.8.4. The

consummation of a transaction, or series of transactions, in which a Person acquires 50%

or more of the outstanding voting securities of the Company (whether directly, indirectly,

beneficially or of record), unless as a result of such acquisition more than 50% of the outstanding

voting securities of the surviving or resulting corporation or entity shall be owned in the

aggregate by (A) the shareholders of the Company (as of the time immediately prior to the

first acquisition of such securities by such Person), or (B) any employee benefit plan of

the Company or its Subsidiaries, and their Affiliates; or

2.8.5. The

Incumbent Directors cease to constitute a majority of the Board for any reason.

For

purposes of this Section 2.8, ownership of voting securities shall take into account and shall include ownership as determined by applying

the provisions of Rule 13d-3(d)(1)(i) (as in effect on the date hereof) under the Exchange Act.

Notwithstanding

the foregoing, if a Change in Control constitutes a payment event with respect to any Award or portion thereof that provides for the

deferral of compensation that is subject to Section 409A, then to the extent required to avoid the imposition of additional taxes under

Section 409A, the transaction or event described above in this Section 2.8 with respect to such Award or portion thereof shall only constitute

a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control

event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

The

Administrator shall have the authority, in its sole discretion, to determine whether a Change in Control has occurred, the effective

date of such Change in Control, and any incidental matters relating thereto; provided that any exercise of authority in conjunction with

a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5)

shall be consistent with such regulation.

2.9. Clawback

Policies means any policy of the Company regarding the reduction, recoupment, clawback

or recovery of compensation, as such policies may be amended from time to time. “Clawback

Policies” includes the Company’s policies to comply with the Dodd-Frank Wall

Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act, or other Applicable Law,

as well as any implementing regulations and/or listing standards.

2.10. Code

means the Internal Revenue Code of 1986, as amended, and any successor thereto. References

in this Plan to any section of the Code shall be deemed to include any regulations or other

interpretative guidance issued by any governmental authority under such section, and any

amendments or successor provisions to such section, regulations or guidance.

2.11. Committee

means one or more committees or subcommittees of the Board, which shall be comprised, unless

otherwise determined by the Board, solely of not less than two members who shall be (i) Non-Employee

Directors, and (ii) “Non-Employee Directors” within the meaning of Rule 16b-3.

2.12. Company

means OFA Group, a Cayman Islands exempted company.

2.13. Consultant

means any person, including any adviser, engaged by the Company or a Subsidiary to

render services to such entity if the consultant or adviser: (i) renders bona fide services

to the Company or a Subsidiary, (ii) renders services not in connection with the offer or

sale of securities in a capital-raising transaction and does not directly or indirectly promote

or maintain a market for the Company’s securities, and (iii) who qualifies as a consultant

or advisor under Instruction A.1.(a)(1) of Form S-8 under the Securities Act.

2.14. Designated

Beneficiary means, if permitted by the Company, the beneficiary or beneficiaries

the Participant designates, in a manner the Company determines, to receive amounts due or

exercise the Participant’s rights if the Participant dies. If a Participant does not

make an effective designation, then the “Designated Beneficiary” will mean the

Participant’s estate or legal heirs.

2.15. Director

means a Board member.

2.16. Disability

means a permanent and total disability under Code Section 22(e)(3).

2.17. Dividend

Equivalents means a right granted to a Participant to receive the equivalent value

(in cash or Shares) of dividends paid on a specified number of Shares. Such Dividend Equivalents

shall be converted to cash or additional Shares, or a combination of cash and Shares, by

such formula and at such time and subject to such limitations as may be determined by the

Administrator.

2.18. Effective

Date has the meaning ascribed to such term in Section 21.

2.19. Employee

means any employee of the Company or any of its Affiliates.

2.20. ERISA

means the Employee Retirement Income Security Act of 1974, as amended.

2.21. Exchange

Act means the United States Securities Exchange Act of 1934, as amended, and all

regulations, guidance, and other interpretive authority issued thereunder.

2.22. Fair

Market Value means unless otherwise provided by the Administrator in accordance with

Applicable Law, on a given date, (i) if the Shares are listed on a national securities exchange,

the closing sales price on the principal exchange of the Shares on such date, as reported

in The Wall Street Journal or another source the Administrator deems reliable, or,

in the absence of reported sales on such date, the closing sales price on the immediately

preceding date on which sales were reported, or (ii) if the Shares are not listed on a national

securities exchange, the mean between the bid and offered prices as quoted by any nationally

recognized interdealer quotation system for such date, as reported in The Wall Street

Journal or another source the Administrator deems reliable, provided that if the Shares

are not quoted on an interdealer quotation system or it is determined that the fair market

value is not properly reflected by such quotations, Fair Market Value will be determined

by such other method as the Administrator determines in good faith to be reasonable and in

compliance with Section 409A.

2.23. GAAP

means United States Generally Accepted Accounting Principles.

2.24. Greater

Than 10% Shareholder means an individual then owning (within the meaning of Code

Section 424(d)) more than 10% of the total combined voting power of all classes of stock

of the Company or any Parent or Subsidiary.

2.25. Incentive

Stock Option means an Option that meets the requirements to qualify as an “incentive

stock option” as defined in Code Section 422.

2.26. Incumbent

Directors means, for any period of 12 consecutive months, individuals who, at the

beginning of such period, constitute the Board together with any new Director(s) (other than

a Director designated by a person who shall have entered into an agreement with the Company

to effect a transaction described in clause 2.8.1 or 2.8.3 of the Change in Control definition)

whose election or nomination for election to the Board was approved by a vote of at least

a majority (either by a specific vote or by approval of the proxy statement of the Company

in which such person is named as a nominee for Director without objection to such nomination)

of the Directors then still in office who either were Directors at the beginning of the 12-month

period or whose election or nomination for election was previously so approved. No individual

initially elected or nominated as a director of the Company as a result of an actual or threatened

election contest with respect to Directors or as a result of any other actual or threatened

solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent

Director.

2.27. Non-Employee

Director means a Director who is not an Employee.

2.28. Nonqualified

Option means an Option that by its terms, or in operation, does not qualify or is

not intended to qualify as an Incentive Stock Option.

2.29. Option

means an Award granted pursuant to Section 6 hereof (excepting Stock Appreciation Rights)

to purchase a specified number of Shares at a specified price per Share during a specified

time period, each as specified in an Award Agreement. An Option may be either an Incentive

Stock Option or a Nonqualified Option.

2.30. Ordinary

Shares or Shares means the Class A ordinary shares, par value $0.01

per share, of the Company (and any stock or other securities into which such common shares

may be converted or into which they may be exchanged).

2.31. Other

Stock or Cash Based Awards means cash awards, awards of Shares, and other awards

valued by reference to or based on, Shares or other property.

2.32. Parent

means a “parent corporation,” whether now or hereafter existing, as defined by

Code Section 424(e).

2.33. Participant

means a Service Provider who has been granted an Award.

2.34. Performance

Award means an Award granted hereunder that vests or is earned based at least in

part upon the attainment of performance criteria established by the Administrator.

2.35. Period

of Restriction means the period during which the transfer of Restricted Stock is

subject to restrictions and a substantial risk of forfeiture. Such restrictions may be based

on the passage of time, the achievement of certain performance criteria, or the occurrence

of other events as determined by the Administrator.

2.36. Person

means as defined in Section 3(a)(9) of the Exchange Act, as modified and used in

Sections 13(d) and 14(d) thereof; however, a Person shall not include (A) the Company or

any of its Subsidiaries; (B) a trustee or other fiduciary holding securities under an employee

benefit plan of the Company or any of its Subsidiaries; (C) an underwriter temporarily holding

securities pursuant to an offering of such securities; or (D) a corporation owned, directly

or indirectly, by the shareholders of the Company in substantially the same proportion as

their ownership of stock of the Company.

2.37. Plan

means this OFA Group 2026 Equity Incentive Plan.

2.38. Restricted

Stock means Shares, subject to a Period of Restriction or certain other specified

restrictions (including, without limitation, a requirement that the Participant remain continuously

employed or provide continuous service for a specified period of time), granted under Section

7 or issued pursuant to the early exercise of an Option.

2.39. Restricted

Stock Unit or RSU means an unfunded and unsecured promise to deliver

Shares, cash, other securities, or other property, subject to certain restrictions (including,

without limitation, a requirement that the Participant remain continuously employed or provide

continuous service for a specified period of time), granted under Section 8.

2.40. Restrictive

Covenant means any non-competition, non-solicitation, confidentiality, non-disparagement,

non-disclosure, or similar agreement between a Participant and the Company or an Affiliate.

2.41. Rule

16b-3 means Rule 16b-3 promulgated under the Exchange Act, as amended.

2.42. Securities

Act means the United States Securities Act of 1933, as amended, and all regulations,

guidance, and other interpretive authority issued thereunder.

2.43. Section

409A means Code Section 409A and the regulations and other guidance promulgated thereunder

by the United States Treasury Department, as amended.

2.44. Service

Provider means an Employee, Consultant, or a Director.

2.45. Share

Limit has the meaning ascribed to such term in Section 5.1.

2.46. Stock

Appreciation Right or SAR means a right granted under Section 6 hereof

to receive a payment equal to the excess of the Fair Market Value of a specified number of

Shares on the date the right is exercised over the exercise price set forth in the applicable

Award Agreement.

2.47. Subsidiary

means a “subsidiary corporation,” whether now or hereafter existing, as defined

by Code Section 424(f).

2.48. Substitute

Awards means Awards granted or Shares issued by the Company in assumption of, or

in substitution or exchange for, awards previously granted, or the right or obligation to

make future awards, in each case by a company or other entity acquired by the Company or

any Subsidiary or with which the Company or any Subsidiary combines.

2.49. Tax

Obligations means any United States and non-United States federal, state, and/or

local taxes, including income tax, social insurance contributions, fringe benefit tax, employment

tax, stamp tax, and any employer tax liability which has been transferred to a Participant,

for which a Participant is liable in connection with Awards and/or Shares.

2.50. Termination

of Service means the time at which a Participant has terminated from all service

with the Company and its Affiliates, for any reason. A Termination of Service shall occur

when a Participant is no longer a Consultant, Employee, or Non-Employee Director. The Company,

in its sole discretion, shall make all determinations regarding whether a Termination of

Service has occurred.

3. Eligibility

Service

Providers are eligible to receive Awards pursuant to the Plan, subject to the Plan’s conditions and limitations. No Service Provider

shall have any right to be granted an Award pursuant to the Plan, and neither the Company nor the Administrator is obligated to treat

Service Providers, Participants, or other persons uniformly.

4. Administration

4.1. Generally.

The Plan will be administered by the Administrator. The Administrator is authorized, subject

to the provisions of the Plan, to establish such rules and regulations as it deems necessary

for the proper administration of the Plan and to make such determinations and interpretations,

and to take such action in connection with the Plan and any benefits granted hereunder as

it deems necessary or advisable. Without limiting the foregoing, the Administrator shall

have the sole discretion to (i) designate Participants; (ii) determine the type or types

of Awards to be granted to a Participant; (iii) determine the number of Shares to be covered

by, or with respect to which payments, rights, or other matters are to be calculated in connection

with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether,

to what extent, and under what circumstances Awards may be settled or exercised in cash,

Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended,

and the method or methods by which Awards may be settled, exercised, canceled, forfeited,

or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery

of cash, Shares, other securities, other Awards or other property and other amounts payable

with respect to an Award shall be made; (vii) interpret, administer, reconcile any inconsistency

in, settle any controversy regarding, correct any defect in and/or complete any omission

in this Plan and any instrument or agreement relating to, or Award granted under, this Plan;

(viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents

as the Administrator shall deem appropriate for the proper administration of this Plan; (ix)

accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards;

(x) to reprice existing Awards or to grant Awards in connection with or in consideration

of the cancellation of an outstanding Award with a higher price; and (xi) make any other

determination and take any other action that the Administrator deems necessary or desirable

for the administration of the Plan. All determinations and interpretations made by the Administrator

shall be binding and conclusive on all Participants and their legal representatives.

4.2. Delegation.

The Board or a Committee may delegate its powers and authorities to one or more Committees

or officers of the Company, provided, however, that no officer of the Company or any Subsidiary

may be delegated authority to grant, amend, modify, make any administrative determination

to, or cancel any Awards held by either (A) any person subject to Section 16 of the Exchange

Act or (B) an officer who has been delegated any authority under the Plan. All delegations

shall be subject to terms and conditions determined by the Board or a Committee. Any delegation

of authority under the Plan may be revoked at any time. Regardless of any delegation, the

Board or a Committee may act as the Administrator at any time in accordance with Applicable

Law.

4.3. Liability.

Neither the Administrator nor any employee of the Company shall be liable for any act or

failure to act hereunder, except in circumstances involving his or her bad faith, gross negligence,

or willful misconduct, or for any act or failure to act hereunder by any other member or

employee or by any agent to whom duties in connection with the administration of this Plan

have been delegated. The Company shall indemnify members of the Administrator and any agent

of the Administrator who is an employee of the Company, a Subsidiary, or an Affiliate against

any and all liabilities or expenses to which they may be subjected by reason of any act or

failure to act with respect to their duties on behalf of the Plan, except in circumstances

involving such person’s bad faith, gross negligence or willful misconduct.

4.4. Administrative

Delegation and Reliance. The Administrator may delegate to one or more of its members,

or to one or more agents, such administrative duties as it may deem advisable, and the Administrator,

or any person to whom it has delegated duties as aforesaid, may employ one or more persons

to render advice with respect to any responsibility the Administrator or such person may

have under the Plan. The Administrator may employ such legal or other counsel, consultants,

and agents as it may deem desirable for the administration of the Plan and may rely upon

any opinion or computation received from any such counsel, consultant, or agent.

5. Plan

Limits

5.1. Number

of Shares Available for Issuance. Subject to the provisions of Section 11, the maximum

aggregate number of Shares that may be issued under the Plan shall be the sum of (A) 3,940,027

Shares, plus (B) an increase commencing on January 1, 2027 and continuing annually on each

anniversary thereof through and including January 1, 2036, equal to the lesser of (i) 5%

of the Shares issued and outstanding on the last day of the immediately preceding calendar

year and (ii) such smaller number of Shares as determined by the Board or the Committee (the

“Share Limit”). The Shares subject to the Plan may be authorized,

but unissued, or reacquired shares.

5.2. Share

Recycling. Upon payment in Shares pursuant to the exercise or settlement of an Award,

the number of Shares available for issuance under the Plan shall be reduced only by the number

of Shares actually issued in such payment. If a Participant pays the exercise price (or purchase

price, if applicable) of an Award through the tender of Shares, or if the Shares are tendered

or withheld to satisfy any tax withholding obligations, the number of Shares so tendered

or withheld shall again be available for issuance pursuant to future Awards under the Plan,

although such Shares shall not again become available for issuance as Incentive Stock Options.

Shares shall not be deemed to have been issued pursuant to the Plan with respect to any portion

of an Award that is settled in cash. If any outstanding Award expires or is terminated or

canceled without having been exercised or settled in full, or if the Shares acquired pursuant

to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company,

the Shares allocable to the terminated portion of such Award or such forfeited or repurchased

Shares shall again be available for grant under the Plan.

5.3. Incentive

Stock Option Limit. No more than 10,000,000 Shares (subject to adjustment pursuant to

Section 11) may be issued under the Plan upon the exercise of Incentive Stock Options.

5.4. Substitute

Awards. Substitute Awards shall not be counted against the Share Limit; provided, however,

that Substitute Awards issued in connection with the assumption of, or in substitution for,

outstanding Options intended to qualify as Incentive Stock Options shall be counted against

the Incentive Stock Option limit in Section 5.3. Additionally, Shares subject to Substitute

Awards shall not be added to the Shares available for Awards under the Plan pursuant to Section

5.2. If the Company or any Subsidiary acquires or combines with a company that has shares

available under an equity plan approved by shareholders and in place prior to such acquisition

or combination (and not adopted in contemplation of such acquisition or combination), the

available shares under the acquired or combined entity’s plan (as appropriately adjusted

to reflect the transaction) may be used for Awards under the Plan and shall not count against

the Share Limit (and Shares subject to such Awards may again become available for Awards

under the Plan as provided in Section 5.2). Awards made from the available shares of an acquired

or combined entity’s plan shall not be made after the date awards or grants could not

be under the terms of the acquired or combined entity’s plan prior to the acquisition

or combination, and shall only be made to individuals who were not Service Providers prior

to such acquisition or combination. Substitute Awards may be granted on such terms and conditions

as the Administrator deems appropriate.

5.5. Non-Employee

Director Award Limit. Notwithstanding any provision to the contrary in the Plan or in

any policy of the Company regarding Non-Employee Director compensation, the sum of the grant

date fair value (determined as of the grant date in accordance with Financial Accounting

Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of

all equity-based Awards and the maximum amount that may become payable pursuant to all cash-based

Awards that may be granted to a Service Provider as compensation for services as a Non-Employee

Director during any calendar year shall not exceed $1,000,000 for such Service Provider’s

first year of service as a Non-Employee Director and $750,000 for each year thereafter.

6. Options

and Stock Appreciation Rights

6.1. General.

The Administrator, at any time and from time to time, may grant Options or Stock Appreciation

Rights under the Plan to Service Providers, provided, however, to the extent required to

avoid accelerated taxation and/or tax penalties under Section 409A, a Service Provider may

only be granted an Option or Stock Appreciation Right if the Company is an “eligible

issuer of service recipient stock” within the meaning of Section 409A, with respect

to such Service Provider. Each Option or Stock Appreciation Right shall be subject to such

terms and conditions consistent with the Plan as the Administrator may impose from time to

time, subject to the limitations in this Section 6. Any Option or Stock Appreciation Rights

granted hereunder will be exercisable according to the terms of the Plan and at such times

and under such conditions as determined by the Administrator and set forth in the Award Agreement.

Exercising an Option or Stock Appreciation Right in any manner will decrease the number of

Shares thereafter available for purchase under the Option or Stock Appreciation Right, by

the number of Shares as to which the Option or Stock Appreciation Right is exercised.

6.2. Exercise

Price. The per share exercise price for Shares to be issued pursuant to exercise of an

Option or Stock Appreciation Right will be determined by the Administrator; provided, however,

that to avoid the imposition of taxes under Section 409A, the exercise price per Share shall

be no less than one hundred percent (100%) of the Fair Market Value per Share on the date

of grant, subject to Section 5.4. In the case of an Option or Stock Appreciation Right that

is a Substitute Award, the exercise price for Shares subject to such Option or Stock Appreciation

Right may be less than the Fair Market Value per Share on the date of grant; provided that

the exercise price of any Substitute Award shall be determined in accordance with the applicable

requirements of Code Sections 424 and 409A.

6.3. Exercise

Period. Options and Stock Appreciation Rights shall be exercisable at such time or times

and subject to such terms and conditions as shall be determined by the Administrator; provided,

however, that no Option or Stock Appreciation Right shall be exercisable later than ten (10)

years after the date it is granted. No portion of an Option or Stock Appreciation Right which

is unexercisable at a Participant’s Termination of Service shall thereafter become

exercisable and the portion of an Option or Stock Appreciation Right which is unexercisable

at a Participant’s Termination of Service shall automatically expire on the date of

such Termination of Service. Options and Stock Appreciation Rights granted to an Employee

who is a non-exempt employee for purposes of overtime pay under the United States Fair Labor

Standards Act of 1938 shall not become exercisable earlier than six months after its date

of grant. Options and Stock Appreciation Rights shall terminate at such earlier times and

upon such conditions or circumstances as the Administrator shall in its discretion set forth

in such Award Agreement at the date of grant; provided, however, the Administrator may, in

its sole discretion, later waive any such condition. If, prior an Option’s or Stock

Appreciation Right’s exercise and prior to its termination, a Participant commits an

act of Cause (to be determined by the Administrator), or violates a Restrictive Covenant,

the Administrator may terminate the Participant’s right to exercise the Option or Stock

Appreciation Right when it reasonably believes that the Participant may have participated

in such act or violation.

6.4. Exercise.

Options and Stock Appreciation Rights may be exercised by delivering to the Company (or such

other person or entity designated by the Administrator) a notice of exercise, in a form and

manner the Company approves, which may be written or electronic, signed or authenticated

by the person authorized to exercise the Option or Stock Appreciation Right, together with,

as applicable, (a) payment in full of the exercise price for the number of Shares for which

the Option is exercised in a manner consistent with Section 6.5 and (b) satisfaction in full

of any withholding obligations for Tax Obligations in a manner specified in Section 12.5.

The Administrator may, in its discretion, require that any partial exercise of an Option

or Stock Appreciation Right be with respect to a minimum number of Shares.

6.5. Payment

Upon Exercise. To the extent permitted by Applicable Law, the Participant may pay the

Option exercise price by cash, wire transfer, or check and, if approved by the Administrator,

as determined in its sole discretion, by the following methods:

6.5.1. surrender

of other Shares that meet the conditions established by the Administrator to avoid adverse

accounting consequences to the Company (as determined by the Administrator);

6.5.2. by

a broker-assisted cashless exercise in accordance with procedures approved by the Administrator,

whereby payment of the exercise price may be satisfied, in whole or in part, with Shares

subject to the Option by delivery of an irrevocable direction to a securities broker (on

a form prescribed by the Administrator) to sell Shares and to deliver all or part of the

sale proceeds to the Company in payment of the aggregate exercise price;

6.5.3. for

a Nonqualified Option, by delivery of a notice of “net exercise” to the Company,

pursuant to which the Participant shall surrender Shares then issuable upon the Nonqualified

Option’s exercise valued at their Fair Market Value on the exercise date;

6.5.4. such

other consideration and method of payment for the issuance of Shares to the extent permitted

by Applicable Law;

6.5.5. any

combination of the foregoing methods of payment.

6.6. Incentive

Stock Options.

6.6.1. Each

Option will be designated in the Award Agreement as either an Incentive Stock Option or a

Nonqualified Option. However, notwithstanding such designation, 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,

its Parent, or any Subsidiary) exceeds $100,000 (or such other limit established in the Code),

such Options will be treated as Nonqualified Options. For purposes of this Section 6.6.1,

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 is granted.

6.6.2. In

the case of an Incentive Stock Option, the exercise price will be determined by the Administrator,

but shall be no less than one hundred percent (100%) of the Fair Market Value per Share on

the date of grant. The term of any Incentive Stock Option will be ten (10) years from the

date of grant or such shorter term as may be provided in the Award Agreement. Moreover, in

the case of an Incentive Stock Option granted to a Greater Than 10% Shareholder, 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 and the exercise price shall not be less than

one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant.

6.6.3. No

Option shall be treated as an Incentive Stock Option unless this Plan has been approved by

the shareholders of the Company in a manner intended to comply with the shareholder approval

requirements of Code Section 422(b)(1), provided that any Option intended to be an Incentive

Stock Option shall not fail to be effective solely on account of a failure to obtain such

approval, but rather such Option shall be treated as a Nonqualified Option unless and until

such approval is obtained.

6.6.4. In

the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject

to and comply with such rules as may be prescribed by Code Section 422. If for any reason

an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify

as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or

portion thereof shall be regarded as a Nonqualified Option appropriately granted under this

Plan.

6.6.5. By

accepting an Incentive Stock Option, the Participant agrees to give prompt notice to the

Company of dispositions or other transfers (other than in connection with a Change in Control)

of Shares acquired under the Option made within the later of (a) two years from the grant

date of the Option or (b) one year after the transfer of such Shares to the Participant,

specifying the date of the disposition or other transfer and the amount the Participant realized,

in cash, other property, or other consideration, in such disposition or transfer. Neither

the Company nor the Administrator will be liable to a Participant, or any other party, if

an Incentive Stock Option fails or ceases to qualify as an “incentive stock option”

under Code Section 422. Any Incentive Stock Option or portion thereof that fails to qualify

as an “incentive stock option” under Code Section 422 for any reason, will be

a Nonqualified Option.

7. Restricted

Stock

7.1. Generally.

The Administrator, at any time and from time to time, may grant Restricted Stock to Service

Providers in such amounts as the Administrator, in its sole discretion, will determine, subject

to the limitations of this Section 7. Each Award of Restricted Stock will be evidenced by

an Award Agreement that will specify the Period of Restriction and the applicable restrictions,

the number of Shares granted, and such other terms and conditions as the Administrator, in

its sole discretion, will determine. Restricted Stock may be awarded in consideration for

(i) cash, check, bank draft or money order payable to the Company, (ii) past service, or

(iii) any other form of legal consideration (including future Service) that may be acceptable

to the Administrator, in its sole discretion, and permissible under Applicable Laws.

7.2. Restrictions;

Voting Rights; Transferability. Unless the Administrator determines otherwise, Restricted

Stock will be held by the Company as escrow agent until the restrictions on such Restricted

Stock have lapsed. The Administrator, in its discretion, may accelerate the time at which

any restrictions will lapse or be removed. During the Period of Restriction, a Participant

holding Restricted Stock may exercise the voting rights applicable to those restricted Shares,

unless the Administrator determines otherwise. Restricted Stock may not be sold, transferred,

pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable

Period of Restriction.

7.3. Dividends

and Other Distributions. Except as provided in the Award Agreement, during the Period

of Restriction, a Participant holding Restricted Stock will be entitled to receive all dividends

and other distributions paid with respect to such Restricted Stock. If any such dividends

or distributions are paid in Shares, such Shares will be subject to the same restrictions

on transferability and forfeitability as the Restricted Stock with respect to which they

were paid.

7.4. Return

of Restricted Stock to the Company. On the date set forth in the Award Agreement, the

Restricted Stock for which restrictions have not lapsed will be forfeited and will revert

to the Company and again will become available for grant under the Plan.

7.5. Section

83(b) Election. If a Participant makes an election under Code Section 83(b) to be taxed

with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather

than as of the date or dates upon which such Participant would otherwise be taxable under

Code Section 83(a), such Participant shall be required to deliver a copy of such election

to the Company promptly after filing such election with the Internal Revenue Service along

with proof of the timely filing thereof.

8. Restricted

Stock Units (RSUs)

8.1. Generally.

The Administrator, at any time and from time to time, may grant RSUs under the Plan to Service

Providers. Each RSU shall be subject to such terms and conditions as are consistent with

the Plan and as the Administrator may impose from time to time, subject to this Section 8.

Each Award of RSUs will be evidenced by an Award Agreement that will specify the terms, conditions,

and restrictions related to the grant, including the number of RSUs and such other terms

and conditions as the Administrator, in its sole discretion, will determine. A Participant

holding RSUs will have only the rights of a general unsecured creditor of the Company until

delivery of Shares, cash, other securities, other property, or a combination of the foregoing.

8.2. Vesting

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 RSUs

that will be paid out to the Participant. Upon meeting the applicable vesting criteria, the

Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding

the foregoing, at any time after the grant of RSUs, the Administrator, in its sole discretion,

may reduce or waive any vesting criteria that must be met to receive a payout.

8.3. Form

and Timing of Payment. Payment of earned RSUs 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 RSUs in Shares, cash, other securities, other property,

or a combination of the foregoing. If a cash payment is made in lieu of delivering Shares,

the amount of such payment shall be equal to the fair market value of the Shares as of the

date on which the restricted period lapsed with respect to such RSUs, less an amount equal

to any taxes required to be withheld or paid. The Administrator may provide that RSUs will

be deferred, on a mandatory basis or at the Participant’s election, subject to compliance

with Applicable Law.

8.4. Voting.

The holders of RSUs shall have no voting rights as the Company’s shareholders.

9. Performance

Awards

9.1. Generally.

The Administrator shall have the authority to designate any Award described in Sections 6

through 8 of the Plan as a Performance Award. Additionally, the Administrator shall have

the authority to make an award of a cash bonus to any Participant and designate such Award

as a Performance Award.

9.2. Discretion

of Administrator. The Administrator shall have the discretion to establish the terms,

conditions, and restrictions of any Performance Award. For each performance period, the Administrator

shall have the sole authority to select the length of such performance period, the types

of Performance Awards to be granted, the performance criteria that will be used to establish

the performance goals, and the level(s) of performance which shall result in a Performance

Award being earned.

9.3. Performance

Criteria. The Administrator may establish performance-based conditions for an Award as

specified in the Award Agreement, which may be based on the attainment of specific levels

of performance of the Company (and/or one or more Subsidiaries, divisions, business segments

or operational units, or any combination of the foregoing) and may include, without limitation,

any of the following: (i) net earnings or net income (before or after taxes); (ii) basic

or diluted earnings per share (before or after taxes); (iii) revenue or revenue growth (measured

on a net or gross basis); (iv) gross profit or gross profit growth; (v) operating profit

(before or after taxes); (vi) return measures (including, but not limited to, return on assets,

capital, invested capital, equity, or sales); (vii) cash flow (including, but not limited

to, operating cash flow, free cash flow, net cash provided by operations and cash flow return

on capital); (viii) financing and other capital raising transactions (including, but not

limited to, sales of the Company’s equity or debt securities); (ix) earnings before

or after taxes, interest, depreciation and/or amortization; (x) gross or operating margins;

(xi) productivity ratios; (xii) share price (including, but not limited to, growth measures

and total shareholder return); (xiii) expense targets; (xiv) margins; (xv) productivity and

operating efficiencies; (xvi) customer satisfaction; (xvii) customer growth; (xviii) working

capital targets; (xix) measures of economic value added; (xx) inventory control; (xxi) enterprise

value; (xxii) sales; (xxiii) debt levels and net debt; (xxiv) combined ratio; (xxv) timely

launch of new facilities; (xxvi) client retention; (xxvii) employee retention; (xxviii) timely

completion of new product rollouts; (xxix) cost targets; (xxx) reductions and savings; (xxxi)

productivity and efficiencies; (xxxii) strategic partnerships or transactions; and (xxxiii)

personal targets, goals or completion of projects. Any one or more of the performance criteria

may be used on an absolute or relative basis to measure the performance of the Company and/or

one or more Subsidiaries as a whole or any business unit(s) of the Company and/or one or

more Subsidiaries or any combination thereof, as the Administrator may deem appropriate,

or any of the above performance criteria may be compared to the performance of a selected

group of comparison or peer companies, or a published or special index that the Administrator,

in its sole discretion, deems appropriate, or as compared to various stock market indices.

The Administrator also has the authority to provide for accelerated vesting of any Award

based on the achievement of performance criteria specified in this paragraph. Any performance

criteria that are financial metrics, may be determined in accordance with GAAP or may be

adjusted when established to include or exclude any items otherwise includable or excludable

under GAAP.

9.4. Modification

of Performance Goals. At any time, the Administrator may adjust or modify the calculation

of a performance goal for a performance period, to appropriately reflect any circumstance

or event that occurs during a performance period and that in the Administrator’s sole

discretion, warrants adjustment or modification. Adjustments the Administrator may make include

but are not limited to the following: (i) asset write-downs; (ii) litigation or claim judgments

or settlements; (iii) the effect of changes in tax laws, accounting principles, or other

laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring

programs; (v) unusual and/or infrequently occurring items; (vi) acquisitions or divestitures;

(vii) discontinued operations; (viii) any other specific unusual or infrequently occurring

or non-recurring events, or objectively determinable category thereof; (ix) foreign exchange

gains and losses; and (x) a change in the Company’s fiscal year.

9.5. Terms

and Conditions to Payment. Except as otherwise provided in an Award Agreement, a Participant

must be employed by the Company on the last day of a performance period to be eligible to

vest and receive Shares, cash, or other consideration in respect of a Performance Award for

such performance period. A Participant shall be eligible to receive payment in respect of

a Performance Award only to the extent that the performance goals for such period are achieved

and any other vesting conditions specified in the Participant’s Award Agreement are

satisfied. Following the completion of a performance period, the Administrator shall determine

whether, and to what extent, the performance goals for the performance period have been achieved

and determine the number of Shares, cash or other consideration that will be settled pursuant

to Performance Awards.

9.6. Timing

of Award Payments. Except as provided in an Award agreement, Performance Awards granted

for a performance period shall be paid to Participants as soon as administratively practicable

following the Administrator’s determination in accordance with Section 9.5.

10. Other

Awards

10.1. General.

The Administrator may grant Dividend Equivalents or Other Stock or Cash Based Awards, to

one or more Service Providers, in such amounts and subject to such terms and conditions as

are consistent with the Plan.

10.2. Dividend

Equivalents. The Administrator may provide that any Award, other than an Option or Stock

Appreciation Right, may provide a Participant with the right to receive Dividend Equivalents.

Dividend Equivalents may be paid currently or credited to an account for the Participant,

settled in cash or Shares and subject to the same restrictions on transferability and forfeitability

as the Award with respect to which the Dividend Equivalents are granted. The payment of Dividend

Equivalents shall be specified in the applicable Award Agreement and shall in all cases be

subject to Applicable Law.

10.3. Other

Stock or Cash Based Awards. Other Stock-Based Awards may be granted either alone, in

addition to, or in tandem with, other Awards granted under the Plan and/or cash awards made

outside of the Plan. The Administrator shall have authority to determine the Service Providers

to whom and the time or times at which Other Stock-Based Awards shall be made, the amount

of such Other Stock-Based Awards, and all other conditions of the Other Stock-Based Awards

including any dividend and/or voting rights. The Administrator may grant Cash Awards in such

amounts and subject to such performance or other vesting criteria and terms and conditions

as the Administrator may determine. Cash Awards shall be evidenced in such form as the Administrator

may determine.

11. Adjustments;

Change in Control

11.1. Adjustments.

In the event that any dividend or other distribution (whether in the form of cash, Shares,

other securities, or other property), recapitalization, share split, reverse share 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 such that an adjustment is determined by the Administrator

(in its sole discretion) to be appropriate in order to prevent dilution or enlargement of

the benefits or potential benefits intended to be made available under the Plan, then the

Administrator shall, in such manner as it may deem equitable, adjust (i) the number and class

of Shares which may be delivered under the Plan (or number and kind of other securities or

other property); (ii) the number, class and price (including the exercise or strike price

of Options and SARs) of Shares subject to outstanding Awards, (iii) any applicable performance

criteria, performance period, and other terms and conditions of outstanding Performance Awards,

and (iv) the numerical limits in Section 5. Notwithstanding the preceding, the number of

Shares subject to any Award always shall be a whole number.

11.2. 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. The Administrator in its discretion may provide for a

Participant to have the right to exercise an Award, to the extent applicable, until ten (10)

days prior to such transaction as to all of the Shares covered thereby, including Shares

as to which the Award would not be vested or otherwise be exercisable. In addition, the Administrator

may provide that any Company repurchase option or forfeiture rights applicable to any Award

shall lapse one hundred percent (100%), and that any Award vesting shall accelerate one hundred

percent (100%), provided the proposed dissolution or liquidation takes place at the time

and in the manner contemplated. To the extent it has not been previously vested and, if applicable,

exercised, an Award will terminate immediately prior to the consummation of such proposed

action.

11.3. Change

in Control. In the event of a Change in Control, any outstanding Award shall be treated

in accordance with the applicable Award Agreement. If the applicable Award Agreement does

not specify the treatment of the Award in a Change in Control, the Award shall be treated

as determined by the Administrator in its sole discretion, and the Administrator shall not

be obligated to treat all outstanding Awards similarly.

12. Provisions

Applicable to Awards

12.1. Conditions

Upon Issuance of Shares. Shares will not be issued pursuant to an Award unless the exercise

of such Award and the issuance and delivery of such Shares will comply with Applicable Law

and will be further subject to the approval of counsel for the Company with respect to such

compliance. As a condition to the exercise or receipt of an Award, the Company may require

the person exercising or receiving such Award to represent and warrant at the time of any

such exercise or receipt 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 or desirable.

12.2. Transferability.

No Award may be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily

or by operation of law, except by will or the laws of descent and distribution. Each Participant

may file with the Administrator a written designation of one or more persons as the beneficiary(ies)

who shall be entitled to receive the amounts payable with respect to an Award, if any, due

under this Plan upon his or her death. A Participant may, from time to time, revoke or change

his or her beneficiary designation without the consent of any prior beneficiary by filing

a new designation with the Administrator. The last such designation filed with the Administrator

shall be controlling; provided, however, that no designation, or change or revocation thereof,

shall be effective unless received by the Administrator prior to the Participant’s

death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary

designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse

or, if the Participant is unmarried at the time of death, his or her estate. Upon the occurrence

of a Participant’s divorce (as evidenced by a final order or decree of divorce), any

spousal designation previously given by such Participant shall automatically terminate.

12.3. Documentation.

All Awards made under the Plan shall be made pursuant to an Award Agreement. The Administrator

may, in its sole discretion, determine the terms and conditions set forth in each Award Agreement,

provided that all such terms and conditions are consistent with the Plan.

12.4. Discretion.

All Awards made pursuant to the Plan may be made alone or in addition to or in conjunction

with any other Award. The terms of each Award are not required to be identical, and the Administrator

does not have to treat Participants or Awards uniformly.

12.5. Withholding.

A Participant shall be required to pay to the Company or any Affiliate, or the Company or

any Affiliate shall have the right and is hereby authorized to withhold, from any cash, Shares,

other securities or other property deliverable under any Award or from any compensation or

other amounts owing to a Participant, the amount (in cash, Shares, other securities or other

property) of any required withholding taxes, including any Tax Obligations, in respect of

an Award, its exercise, or any payment or transfer under an Award or under this Plan and

to take such other action as may be necessary in the opinion of the Administrator or the

Company to satisfy all obligations for the payment of such withholding and taxes. In addition,

the Administrator, in its discretion, may make arrangements mutually agreeable with a Participant

who is not an employee of the Company or an Affiliate to facilitate the payment of applicable

income and self-employment taxes. Without limitation, the Administrator may, in its sole

discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding

liability by (A) the delivery of Shares (which are not subject to any pledge or other security

interest) owned by the Participant having a fair market value equal to such withholding liability,

(B) having the Company withhold from the number of Shares otherwise issuable or deliverable

pursuant to the exercise or settlement of the Award a number of shares with a fair market

value equal to such withholding liability, (C) deducting an amount sufficient to satisfy

such withholding obligation from any payment of any kind otherwise due to a Participant,

(D) accepting a payment from the Participant in cash, by wire transfer of immediately available

funds, or by check made payable to the order of the Company, or (E) if there is a public

market for Shares at the time the withholding obligation for Tax Obligations is to be satisfied,

selling Shares issued pursuant to the Award creating the withholding obligation. The amount

withheld pursuant to any of the foregoing payment forms shall be determined by the Company

and may be up to (but not in excess of) the aggregate amount of such obligations based on

the maximum statutory withholding rates in the Participant’s jurisdiction for all Tax

Obligations that are applicable to such taxable income.

12.6. Award

Modification; Repricing. The Administrator may at any time, and from time to time, amend

the terms of any one or more Awards without the consent of any Participant; provided, however,

that the Administrator may not make any amendment which would otherwise constitute an impairment

of the material rights under any Award unless the Participant consents to such impairment

in writing. Notwithstanding anything to the contrary in Section 4 and except for an adjustment

pursuant to Section 11 or a repricing approved by shareholders, in no case may the Administrator

(i) amend an outstanding Option or Stock Appreciation Right to reduce the exercise price

of the Award, (ii) cancel, exchange, or surrender an outstanding Option or Stock Appreciation

Right in exchange for cash or other awards for the purpose of repricing the Award, or (iii)

cancel, exchange, or surrender an outstanding Option or Stock Appreciation Right in exchange

for an Option or Stock Appreciation Right with an exercise price that is less than the exercise

price of the original Award.

12.7. Acceleration.

The Administrator may at any time provide that any Award will become immediately vested and

fully or partially exercisable, free of some or all restrictions or conditions, or otherwise

fully or partially realizable, in each case, subject to Applicable Law.

12.8. Fractional

Shares. No fractional Shares shall be issued or delivered pursuant to the Plan. The Administrator

shall determine whether cash, additional Awards, or other property shall be issued or paid

in lieu of fractional Shares or whether any fractional Shares should be rounded, forfeited,

or otherwise eliminated.

13. Section

409A

13.1. General.

The Plan is intended to comply with Section 409A to the extent subject thereto, and shall

be interpreted and administered to be in compliance therewith. Any payments described in

the Plan that are due within the “short-term deferral period” (as defined in

Section 409A) shall not be treated as deferred compensation unless Applicable Law requires

otherwise. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the

Administrator may, without a Participant’s consent, amend this Plan or any Award, adopt

policies and procedures, make corrective filings, or take any other actions (including amendments

and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment

of Awards, including exempting the Plan and Awards from Section 409A or complying with 409A.

13.2. Payments

to Specified Employees. Notwithstanding anything in the Plan or an Award Agreement to

the contrary, any payment or settlement made pursuant to an Award to a “specified employee”

(as defined by Section 409A and as determined by the Administrator) due to such Participant’s

“separation from service” (as defined by Section 409A) will, to the extent necessary

to avoid adverse tax consequences to the Participant, be delayed for the six-month period

immediately following such “separation from service (or, if earlier, on the “specified

employee’s” death) and will instead be paid on the day immediately following

such six-month period or as soon as practicable thereafter. Any delayed payment under this

Section 13.2 shall not accrue interest during the delay. All payments of “nonqualified

deferred compensation” (as defined by Section 409A) that are scheduled to be paid more

than six months following a “specified employee’s” termination, shall be

made on their regular schedule.

13.3. Change

in Control. If any Award is or becomes subject to Code Section 409A and if payment of

such Award would be accelerated or otherwise triggered under a Change in Control, then the

definition of Change in Control shall be deemed modified, only to the extent necessary to

avoid the imposition of an excise tax under Code Section 409A, to mean a “change in

control event” as such term is defined for purposes of Code Section 409A.

14. Amendment

of the Plan

The

Board may at any time amend, alter, suspend, or terminate the Plan. The Company may obtain shareholder approval of any Plan amendment

to the extent necessary or, as determined by the Administrator in its sole discretion, desirable to comply with Applicable Law, including

any amendment that (i) increases the number of Shares available for issuance under the Plan or (ii) changes the persons or class of persons

eligible to receive Awards. No amendment, alteration, suspension, or termination of the Plan will materially impair the rights of any

Participant with respect to outstanding Awards, 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 the Plan will not affect the Administrator’s

ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

15. Foreign

Participants

The

Administrator may from time to time establish sub-plans under the Plan for purposes of satisfying securities, tax, or other laws of various

jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain such limitations and other terms and conditions

as the Administrator determines are necessary or desirable. All sub-plans shall be deemed a part of the Plan, but each sub-plan shall

apply only to the Participants in the jurisdiction for which the sub-plan was designed.

16. Clawbacks

Notwithstanding

any other provisions in the Plan, the Administrator may cancel any Award, require reimbursement of any Award, and effect any other right

of recoupment of equity or other compensation provided under the Plan in accordance with Company policies, including the Company’s

Clawback Policies. A Participant may be required to repay to the Company previously paid compensation, whether provided pursuant to the

Plan or an Award Agreement, in accordance with the Clawback Policies. By accepting an Award, the Participant agrees to be bound by the

Clawback Policies and to adhere to the Clawback Policies to the extent required by Applicable Law.

17. No

Right to Continued Service

Nothing

in the Plan or any instrument executed or Award granted pursuant thereto shall confer upon any Participant any right to continue to serve

the Company or an Affiliate in the capacity in effect at the time the Award was granted or shall affect the right of the Company or an

Affiliate to terminate (i) a Participant’s employment with or without notice and with or without Cause, or (ii) a Participant’s

service as a Consultant or Director.

18. No

Rights as a Shareholder

Except

as provided in the Plan or an Award Agreement, no Participant shall be deemed to be the holder of, or to have any of the rights of a

holder with respect to, any Shares subject to such Award unless and until such Participant has satisfied all requirements for exercise

of the Award pursuant to its terms and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities,

or other property) or distributions of other rights for which the record date is prior to the date such Share certificates are issued,

except as provided in Section 11.

19. Miscellaneous

19.1. Limitations

on Liability. Neither the Company, nor its Parent, nor any Subsidiary, nor any person

serving as Administrator shall have any liability to a Participant in the event an Award

held by the Participant fails to achieve its intended characterization under the tax, securities,

or other applicable laws and regulations.

19.2. Inability

to Obtain Authority. The inability of the Company to obtain authority from any regulatory

body having jurisdiction, which authority is deemed by the Company’s counsel to be

necessary to the lawful 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 will not have been obtained.

19.3. Severability.

Notwithstanding any contrary provision of the Plan or an Award Agreement, if any one or more

of the provisions (or any part thereof) of this Plan or an Award Agreement 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 the Plan or Award Agreement, as applicable,

shall not in any way be affected or impaired thereby.

19.4. Governing

Documents. The Plan and each Award Agreement evidencing an Award are intended to be read

together, and together, set forth the complete terms and conditions of each Award. To the

extent of any contradiction between the Plan and any Award Agreement or other written agreement

between a Participant and the Company, the Plan will govern unless the Award Agreement or

other written agreement was approved by the Administrator and expressly provides that a specific

provision of the Plan will not apply.

19.5. Governing

Law. The Plan will be governed by and construed in accordance with the internal laws

of the State of Delaware, without reference to any choice of law principles.

19.6. Waiver

of Jury Trial. EACH PARTICIPANT WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT

OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THE PLAN.

19.7. Waiver

of Claims. Each Participant of an Award recognizes and agrees that before being selected

by the Administrator to receive an Award, the Participant has no right to any benefits under

the Plan. Accordingly, in consideration of the Participant’s receipt of any Award hereunder,

the Participant expressly waives any right to contest the amount of any Award, the terms

of any Award Agreement, any determination, action, or omission hereunder or under any Award

Agreement by the Administrator, the Company, or the Board, or any amendment to the Plan or

any Award Agreement (other than an amendment to the Plan or an Award Agreement to which his

or her consent is expressly required). Nothing contained in this Plan, and no action taken

pursuant to its provisions, will create or be construed to create a trust of any kind or

a fiduciary relationship between the Company and any Participant. The Plan is not intended

to be subject to ERISA.

19.8. No

Third-Party Beneficiaries. Except as expressly provided in an Award Agreement, neither

the Plan nor any Award Agreement will confer on any person other than the Company and the

Participant of any Award any rights or remedies thereunder. The provisions of Section 4.3

will inure to the benefit of the estate, beneficiaries, and legatees of any member of the

Administrator and the Board, and any person to whom the Administrator or the Board delegates

its powers, responsibilities, or duties in writing.

19.9. Data

Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously

consents to the collection, use, and transfer, in any form, of personal data as described

in this section by and among the Company and its Subsidiaries, Affiliates, and their agents

exclusively for implementing, administering, and managing the Participant’s participation

in the Plan. The Company, its Subsidiaries, and Affiliates may hold certain personal information

about a Participant, including the Participant’s name, address, telephone number, birthday,

social security or other identification number, salary, nationality, job title(s), any Shares

held in the Company, its Subsidiaries, and Affiliates, and Award details to implement, manage,

and administer the Plan and Awards (the “Data”). The Company, its

Subsidiaries, and Affiliates may transfer the Data amongst themselves as necessary to implement,

administer, and manage a Participant’s participation in the Plan, and the Company,

its Subsidiaries, and Affiliates may transfer the Data to third parties assisting the Company

with Plan implementation, administration, and management. These third-party recipients may

be located in the United States or elsewhere, and the applicable location may be subject

to different data privacy laws than the Participant’s home country. By accepting an

Award, each Participant authorizes each recipient to receive, possess, use, retain, and transfer

the Data, in electronic or other form, to implement, administer, and manage the Participant’s

participation in the Plan, including any required Data transfer to a broker or other thirty

party with whom the Company or the Participant may elect to deposit any Shares. The Data

related to a Participant will be held only as long as necessary to implement, administer,

and manage the Participant’s participation in the Plan. A Participant may, at any time,

view the Data that the Company holds regarding such Participant, request additional information

about the storage and processing of the Data regarding such Participant, recommend any necessary

corrections to the Data regarding the Participant, or refuse or withdraw the consents in

this section in writing, without cost, by contacting the local human resources representative.

The Company may cancel the Participant’s ability to participate in the Plan and, in

the Administrator’s discretion, the Participant may forfeit any outstanding Awards

if the Participant refuses or withdraws the consents in this section.

19.10. Titles

and Headings. The titles and headings in the Plan are for purposes of convenience only

and are not intended to define or limit the construction of the provisions hereof.

19.11. Intended

to Comply with Applicable Law. The Plan and all Awards granted hereunder are intended

to fully comply with Applicable Law. All administrative actions, determinations, and exercises

of discretion by the Administrator shall comply with Applicable Law.

19.12. Relationship

to Other Benefits. No payment pursuant to the Plan shall be taken into account in determining

any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare,

or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly

provided in writing in such other plan or agreement thereunder.

20. Shareholder

Approval

The

Plan will be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted. Such

shareholder approval will be obtained in the manner and to the degree required under Applicable Law. All Awards hereunder are contingent

on approval of the Plan by the Company’s shareholders. Notwithstanding any other provision of this Plan, if the Plan is not approved

by the Company’s shareholders within twelve (12) months after the date the Plan is adopted, the Plan and any Awards hereunder shall

be automatically terminated.

21. Effective

Date

The

Plan was adopted by the Board on May 8, 2026, and shall become effective on the date that it is approved by the Company’s stockholders

(the “Effective Date”).

Unless

terminated earlier under Section 14, this Plan shall terminate on May 21, 2036, ten (10) years after the Effective Date.

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