Form 8-K

8-K — TECHPRECISION CORP

Accession: 0001104659-26-111987

Filed: 2026-09-29

Period: 2026-09-29

CIK: 0001328792

SIC: 3440 (FABRICATED STRUCTURAL METAL PRODUCTS)

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 — tm2626582d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2626582d1_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2626582d1_8k.htm · Sequence: 1

false

0001328792

2026-09-29

iso4217:USD

xbrli:shares

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities

and Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 29, 2026

TECHPRECISION

CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

001-41698

51-0539828

(State or Other Jurisdiction

of Incorporation or Organization)

(Commission File Number)

(IRS Employer Identification No.)

Bella Drive

Westminster,

MA 01473

(Address of principal executive offices) (Zip

Code)

Registrant's telephone number, including area

code: (978) 874-0591

Securities

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

Title of each class

Trading Symbol(s)

Name of each

exchange on which registered

Common

Stock, par value $0.0001 per share

TPCS

Nasdaq

Capital Market

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:

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))

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.

On September 2, 2026, the Board of Directors (the

“Board”) of TechPrecision Corporation (the “Company”) adopted an amendment and restatement of the

TechPrecision Corporation 2016 Equity Incentive Plan (as amended and restated, the “Amended and Restated Plan”), subject

to stockholder approval at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual

Meeting, held on September 29, 2026, the Company’s stockholders approved the Amended and Restated Plan to, among other changes,

increase the number of shares of the Company’s Common Stock authorized for issuance under the Amended and Restated Plan by 750,000

shares and extend the expiration of the Amended and Restated Plan to September 29, 2036. A description of the Amended and Restated Plan

was set forth in the section titled “Amended and Restated Plan Summary” of the Company’s Proxy Statement dated September

2, 2026 (the “Proxy Statement”) which was filed with the Securities and Exchange Commission and distributed to stockholders.

The descriptions of the Amended and Restated Plan contained herein and in the Proxy Statement are qualified in their entirety by reference

to the Amended and Restated Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 29, 2026, the Company held the Annual

Meeting. A total of 10,133,261 shares of the Company’s common stock were entitled to vote as of August 27, 2026, the record

date for the Annual Meeting, of which 6,783,109 were present in person or by proxy at the Annual Meeting. The final results for

each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal

No. 1: All of the nominees for director listed below were elected to serve for a one-year term expiring on the

date of the Company’s 2027 Annual Meeting of Stockholders (and until their successors are duly elected and qualified) by the votes

set forth in the table below:

Nominee

For

Against

Abstain

Broker Non-Votes

Andrew A. Levy

2,298,408

1,381,397

263,455

2,839,849

General Victor E. Renuart Jr. (Ret.)

3,903,999

39,221

2,839,849

Walter M. Schenker

2,123,132

1,688,648

131,480

2,839,849

Alexander Shen

2,691,374

422,149

829,737

2,839,849

Robert D. Straus

3,584,548

20,694

338,018

2,839,849

Proposal

No. 2: The selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal

year ending on March 31, 2027 was ratified by the Company’s stockholders by the votes set forth in the table below:

For

Against

Abstain

6,505,347

192,188

85,574

Proposal

No. 3: The compensation of the Company’s Named Executive Officers as disclosed in the Company’s Proxy Statement

dated September 2, 2026 was approved by the Company’s stockholders on an advisory, non-binding basis by the votes set forth in the

table below:

For

Against

Abstain

Broker Non-Votes

3,502,890

311,496

128,874

2,839,849

Proposal

No. 4: The Amended and Restated Plan was approved by the Company’s stockholders by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

3,388,818

401,137

153,305

2,839,849

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

10.1

TechPrecision Corporation 2016 Equity Incentive Plan, as amended and restated

104

Cover Page Interactive Data File (the cover page XBRL tags are 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.

TECHPRECISION CORPORATION

Date: September 29, 2026

By:

/s/ Phillip E. Podgorski

Name:

Phillip E. Podgorski

Title:

Chief Financial Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2626582d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDED AND RESTATED Plan

TECHPRECISION CORPORATION

2016 EQUITY INCENTIVE PLAN

As Amended and Restated Effective September 29,

2026

SECTION 1. Purpose; Definitions. The

purposes of the Techprecision Corporation 2016 Equity Incentive Plan (the "Plan") are to: (a) enable Techprecision Corporation

(the "Company") and its affiliated companies to recruit and retain highly qualified employees, directors and consultants;

(b) provide those employees, directors and consultants with an incentive for productivity; and (c) provide those employees, directors

and consultants with an opportunity to share in the growth and value of the Company.

For purposes of the Plan, the following terms will

have the meanings defined below, unless the context clearly requires a different meaning:

(a) "Affiliate" means,

with respect to a Person, a Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

(b) "Applicable Law"

means the legal requirements relating to the administration of and issuance of securities under stock incentive plans, including, without

limitation, the requirements of state corporations law, federal, state and foreign securities law, federal, state and foreign tax law,

and the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted.

award of Options, Restricted Stock, Restricted Stock Units, Performance Awards or Stock Bonus Awards made under this Plan.

(d) "Award Agreement"

means, with respect to any particular Award, the written document that sets forth the terms of that particular Award. To the extent permissible

under applicable law, an Award Agreement may be in an electronic medium, need not be signed by a representative of the Company, and may

be accepted electronically in accordance with procedures established by the Company.

(e) "Board" means the

Board of Directors of the Company, as constituted from time to time.

(f) "Cause" means with

respect to any Participant, unless otherwise defined in the Participant's employment agreement, service agreement or signed offer letter:

(i) the Participant's habitual intoxication or drug addiction; (ii) the Participant's violation of the Company's written policies, procedures

or codes including, without limitation, those with respect to harassment (sexual or otherwise) and ethics; (iii) the Participant's refusal

or willful failure by the Participant to perform such duties as may reasonably be delegated or assigned to him, consistent with his position;

(iv) the Participant's willful refusal or willful failure to comply with any requirement of the Securities and Exchange Commission or

any securities exchange or self-regulatory organization then applicable to the Company; (v) the Participant's willful or wanton misconduct

in connection with the performance of his or her duties including, without limitation, breach of fiduciary duties; (vi) the Participant's

breach (whether due to inattention, neglect, or knowing conduct) of any of the material provisions of his or her employment or service

agreement, if any; (vii) the Participant's conviction of, guilty, no contest or nolo contendere plea to, or admission or confession

to any felony (other than driving while intoxicated or driving under the influence of alcohol) or any act of fraud, misappropriation,

embezzlement or any misdemeanor involving moral turpitude; (viii) the Participant's dishonesty detrimental to the best interest of the

Company; or (ix) the Participant's involvement in any matter which, in the opinion of the Company's Chief Executive Officer (or, in the

case of the Chief Executive Officer, the Committee), is reasonably likely to cause material prejudice or embarrassment to the Company's

business. Notwithstanding the foregoing, if a Participant and the Company (or any of its Affiliates) have entered into an employment agreement,

consulting agreement or other similar agreement that specifically defines "cause," then with respect to such Participant, "Cause"

shall have the meaning defined in such other agreement.

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(g) "Change in Control"

shall mean the occurrence of any of the following events: (i) any "person" (as such term is used in Sections 13(d) and 14(d)

of the Exchange Act) is or becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,

of securities of the Company representing 50% or more of the total power to vote for the election of directors of the Company; (ii) during

any twelve month period, individuals who at the beginning of such period constitute the Board and any new director (other than a director

designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 1(g)(i),

Section 1(g)(iii), Section 1(g)(iv) or Section 1(g)(v) hereof) whose election by the Board or nomination for election

by the Company's stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors

at the beginning of the period of whose election or nomination for election was previously approved, cease for any reason to constitute

a majority thereof; (iii) the merger or consolidation of the Company with another corporation where the stockholders of the Company, immediately

prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such

stockholders to 50% or more of all votes to which all stockholders of the surviving corporation would be entitled in the election of directors

(without consideration of the rights of any class of stock to elect directors by a separate class vote); (iv) the sale or other disposition

of all or substantially all of the assets of the Company; (v) a liquidation or dissolution of the Company or (vi) acceptance by shareholders

of the Company of shares in a share exchange if the shareholders of the Company immediately before such share exchange do not or will

not own directly or indirectly immediately following such share exchange more than fifty percent (50%) of the combined voting power of

the outstanding voting securities of the entity resulting from or surviving such share exchange in substantially the same proportion as

their ownership of the voting securities outstanding immediately before such share exchange. Notwithstanding anything in the Plan or an

Award Agreement to the contrary, if an Award is subject to Section 409A of the Code, no event that, but for the application of this paragraph,

would be a Change in Control as defined in the Plan or the Award Agreement, as applicable, shall be a Change in Control unless such event

is also a "change in control event" as defined in Section 409A of the Code.

(h) "Code" means the

Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

(i) "Committee" means

the committee designated by the Board to administer the Plan under Section 2. To the extent required under Applicable Law, the Committee

shall have at least two members and each member of the Committee shall be a Non-Employee Director. Unless otherwise determined by the

Board, the Committee shall be the Compensation Committee of the Board.

(j) "Director" means

a member of the Board.

(k) "Disability" means

a condition rendering a Participant Disabled.

(l) "Disabled" will

have the same meaning as set forth in Section 22(e)(3) of the Code.

(m) "Exchange Act" means

the Securities Exchange Act of 1934, as amended.

(n) "Fair Market Value"

means, as of any date, the value of a Share determined as follows: (i) if the Shares are listed on any established stock exchange or a

national market system, including, without limitation, the Nasdaq Global Select Market, the Fair Market Value of a Share will be the closing

sales price for such stock as quoted on that system or exchange (or the system or exchange with the greatest volume of trading in Shares)

at the close of regular hours trading on the day of determination; (ii) if the Shares are regularly quoted by recognized securities dealers

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 Shares

at the close of regular hours trading on the day of determination; or (iii) if Shares are not traded as set forth above, the Fair Market

Value will be determined in good faith by the Committee taking into consideration such factors as the Committee considers appropriate,

such determination by the Committee to be final, conclusive and binding.

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(o) "Incentive Stock Option"

means any Option intended to be an "Incentive Stock Option" within the meaning of Section 422 of the Code.

(p) "Non-Employee Director"

will have the meaning set forth in Rule 16b-3(b)(3)(i) promulgated by the Securities and Exchange Commission under the Exchange Act, or

any successor definition adopted by the Securities and Exchange Commission.

(q) "Non-Qualified Stock Option"

means any Option that is not an Incentive Stock Option.

(r) "Normal Retirement"

means retirement from active employment with the Company and any Subsidiary or Affiliate on or after age 65 or such other age as is designated

by the Company, Subsidiary or Affiliate as the normal retirement age.

(s) "Option" means any

option to purchase Shares (including an option to purchase Restricted Stock, if the Committee so determines) granted pursuant to Section

5 hereof.

(t) "Parent" means,

in respect of the Company, a "parent corporation" as defined in Sections 424(e) of the Code.

(u) "Participant" means

an employee, consultant, Director, or other service provider of or to the Company or any of its respective Affiliates to whom an Award

is granted

(v) "Performance Award"

means any Award that, pursuant to Section 9, is granted, vested and/or settled upon the achievement of specified performance conditions.

(w) "Performance Goals"

means a goal that must be met by the end of a period specified by the Committee (but that is substantially uncertain of being met before

the grant of the Award) based upon, at the Committee's discretion: (i) specified levels of or increases in revenue, operating income,

pre-tax earnings or income, return on capital, equity measures/ratios (on a gross, adjusted, net, pre-tax or post tax basis), including

basic earnings per share, diluted earnings per share, total earnings, earnings growth, earnings before interest and taxes, or EBIT, and

earnings before interest, taxes, depreciation and amortization, EBITDA or operational cash flow; (ii) completion of acquisitions or business

expansion; (iii) operating efficiency; (iv) implementation or completion of critical projects or related milestones, (v) gross margin;

(vi) inventory shrink; (vii) bookings and backlog; (viii) inventory turns; (ix) inventory levels; (x) on-time delivery; (xi) quality or

scrap rates; (xii) customer or employee satisfaction; (xiii) employee recruiting and development; (xiv) development of new markets; (xv)

financial ratios; (xvi) strategic initiatives; (xvii) improvement in or attainment of operating expense levels; (xviii) improvement in

or attainment of capital expense levels; (xix) the achievement of a certain level of, reduction of, or other specified objectives with

regard to limiting the level of increase in, the Company's bank debt or other public or private debt or financial obligations; (xx) the

attainment of a certain level of, reduction of, or other specified objectives with regard to limiting the level in or increase in all

or a portion of controllable expenses or costs or other expenses or costs; (xxi) individual objectives; (xxii) budget and expense management;

(xxiii) safety performance; (xxiv) return on invested capital; (xxv) total stockholder return measured absolutely or relative to a peer

group or index; and/or (xxvi) such other items the Committee determines to be relevant; and any combination of the foregoing. The Committee

shall have discretion to determine the specific targets with respect to each of these categories of Performance Goals.

(x) "Person" means an

individual, partnership, corporation, limited liability company, trust, joint venture, unincorporated association, or other entity or

association.

(y) "Plan" means the

Techprecision Corporation 2016 Equity Incentive Plan herein set forth, as amended from time to time.

(z) "Prior Plan" means

Techprecision Corporation 2006 Long-Term Incentive Plan.

(aa) "Restricted Stock"

means Shares that are subject to restrictions pursuant to Section 7 hereof.

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(bb) "Restricted Stock Unit"

means a right granted under and subject to restrictions pursuant to Section 8 hereof.

(cc) "Shares" means

shares of the Company's common stock, par value $0.01, subject to substitution or adjustment as provided in Section 3(c) hereof.

(dd) "Specified Employee" means

a “specified employee” as defined in Section 409A(a)(2)(B) of the Code and the regulations thereunder, determined in accordance

with procedures established by the Company and applied uniformly with respect to all plans maintained by the Company that are subject

to Section 409A of the Code.

(ee) "Subsidiary" means,

in respect of the Company, a subsidiary company as defined in Sections 424(f) and (g) of the Code.

SECTION 2. Administration. The Plan

shall be administered by the Committee. Any action of the Committee in administering the Plan shall be final, conclusive and binding on

all persons, including the Company, its Subsidiaries, Affiliates, their respect employees, the Participants, persons claiming rights from

or through Participants and stockholders of the Company.

The Committee will have full authority, subject to

such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board of Directors

of the Company, to grant Awards under this Plan and determine the terms of such Awards. Such authority will include the right to:

(a) select the individuals to whom Awards

are granted (consistent with the eligibility conditions set forth in Section 4);

(b) determine the type of Award to be

granted;

any, to be covered by each Award;

(d) establish the terms and conditions

of each Award;

(e) subject to Section 9, establish

the performance conditions relevant to any Award and certify whether such performance conditions have been satisfied;

(f) approving forms of agreements (including

Award Agreements) for use under the Plan;

(g) determine whether and under what

circumstances an Option may be exercised without a payment of cash under Section 5(d);

(h) accelerate the vesting or exercisability

of an Award and to modify or amend each Award, subject to Section 5(g) and Section 11; and

(i) extend the period of time for which

an Option is to remain exercisable following a Participant's termination of service to the Company from the limited period otherwise in

effect for that Option to such greater period of time as the Committee deems appropriate, but in no event beyond the expiration of the

term of the Option.

The Committee will have the authority to adopt, alter

and repeal such administrative rules, guidelines and practices governing the Plan as it, from time to time, deems advisable; to establish

the terms and form of each Award Agreement; to interpret the terms and provisions of the Plan and any Award issued under the Plan (and

any Award Agreement); and to otherwise supervise the administration of the Plan. The Committee may correct any defect, supply any omission

or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the extent it deems necessary to carry out the

intent of the Plan.

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The Committee may delegate to one or more officers

of the Company the authority to grant Awards to Participants who are not subject to the requirements of Section 16 of the Exchange Act,

provided that the Committee shall have fixed the total number of Shares subject to such delegation. Any such delegation shall be subject

to the applicable corporate laws of the State of Delaware. The Committee may revoke any such allocation or delegation at any time for

any reason with or without prior notice.

To the fullest extent permitted by law, (i) no member

of the Board or the Committee, and no person to whom the Committee has delegated authority under the Plan, shall be liable for any action

or determination taken or made in good faith with respect to the Plan or any Award, and (ii) each such person shall be indemnified and

held harmless by the Company with respect to such actions and determinations. The rights provided by this paragraph are in addition to,

and not in limitation of, any other rights of indemnification such person may have by virtue of his or her position with the Company,

under the Company’s certificate of incorporation or bylaws, or under any separate indemnification agreement.

SECTION 3. Shares Subject to the Plan.

(a) Shares Subject to the Plan. Subject to

adjustment as provided in Section 3(c) of the Plan, the maximum number of Shares that may be issued in respect of Awards under

the Plan is 2,000,000 Shares (inclusive of Awards issued under the Prior Plan that remain outstanding as of the effective date of the

Plan ) (the "Plan Limit"), all of which Shares may be issued in respect of Incentive Stock Options. Any shares issued

hereunder may consist, in whole or in part, of authorized and unissued shares or treasury shares. Any shares issued by the Company through

the assumption or substitution of outstanding grants in connection with the acquisition of another entity shall not reduce the maximum

number of shares available for delivery under the Plan.

(b) Effect of the Expiration or Termination of

Awards. If and to the extent that an Option expires, terminates or is canceled or forfeited for any reason without having been exercised

in full, the Shares associated with that Option will again become available for grant under the Plan. Similarly, if and to the extent

an Award of Restricted Stock or Restricted Stock Units is canceled or forfeited for any reason, the Shares subject to that Award will

again become available for grant under the Plan. Shares withheld in settlement of a tax withholding obligation associated with an Award,

or in satisfaction of the exercise price payable upon exercise of an Option, will not become available for grant under the Plan.

corporate event or transaction such as a merger, consolidation, reorganization, recapitalization, stock split, reverse stock split, split

up, spin-off, combination of shares, exchange of shares, stock dividend, dividend in kind, or other like change in capital structure (other

than ordinary cash dividends) to shareholders of the Company, or other similar corporate event or transaction affecting the Shares, the

Committee, to prevent dilution or enlargement of Participants' rights under the Plan, shall, in such manner as it may deem equitable,

substitute or adjust, in its sole discretion, the number and kind of shares that may be issued under the Plan or under any outstanding

Awards, the number and kind of shares subject to outstanding Awards, the exercise price, grant price or purchase price applicable to outstanding

Awards, and/or any other affected terms and conditions of this Plan or outstanding Awards. The Committee shall not make any adjustment

that would adversely affect the status of any Award that is "performance-based compensation" under Section 162(m) of the Code.

(d) Change in Control. Notwithstanding anything

to the contrary set forth in the Plan, upon any Change in Control, the Committee may, in its sole and absolute discretion and without

the need for the consent of any Participant, take one or more of the following actions contingent upon the occurrence of that Change in

Control; provided, however, that (A) the Committee shall determine, at the time an Award is granted, the treatment of that Award in the

event of a Change in Control and shall set forth such treatment in the applicable Award Agreement, and (B) no Award shall become vested

or exercisable, and no restriction applicable to any Award shall lapse, in connection with a Change in Control or any similar transaction,

unless such vesting, exercisability or lapse occurs upon the consummation of (or is effective immediately prior to the consummation of,

provided that the consummation subsequently occurs) such Change in Control or similar transaction:

(i) cause any or all outstanding Awards

to become vested and immediately exercisable (as applicable), in whole or in part;

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(ii) cause any outstanding Option to become

fully vested and immediately exercisable for a reasonable period in advance of the Change in Control and, to the extent not exercised

prior to that Change in Control, cancel that Option upon closing of the Change in Control;

(iii) cancel any unvested Award or unvested

portion thereof, with or without consideration;

(iv) cancel any Award in exchange for a

substitute award;

(v) redeem any Restricted Stock or Restricted

Stock Unit for cash and/or other substitute consideration with value equal to Fair Market Value of an unrestricted Share on the date of

the Change in Control;

(vi) cancel any Option in exchange for

cash and/or other substitute consideration with a value equal to: (A) the number of Shares subject to that Option, multiplied by (B) the

difference, if any, between the Fair Market Value per Share on the date of the Change in Control and the exercise price of that Option;

provided, that if the Fair Market Value per Share on the date of the Change in Control does not exceed the exercise price of any

such Option, the Committee may cancel that Option without any payment of consideration therefor;

(vii) take such other action as the Committee

shall determine to be reasonable under the circumstances; and/or

(viii) notwithstanding any provision of

this Section 3(d), in the case of any Award subject to Section 409A of the Code, such Award shall vest and be distributed only

in accordance with the terms of the applicable Award Agreement and the Committee shall only be permitted to use discretion to the extent

that such discretion would be permitted under Section 409A of the Code.

In the discretion of the Committee, any cash or substitute

consideration payable upon cancellation of an Award may be subjected to (i) vesting terms substantially identical to those that applied

to the cancelled Award immediately prior to the Change in Control, or (ii) earn-out, escrow, holdback or similar arrangements, to the

extent such arrangements are applicable to any consideration paid to stockholders in connection with the Change in Control.

(e) Individual Annual Limitation for Non-Employee

Directors. Notwithstanding any other provision of the Plan, the sum of (i) the grant date fair value (computed as of the date of grant

in accordance with applicable financial accounting rules) of all equity-based Awards granted under the Plan to any Non-Employee Director

in respect of any calendar year and (ii) the amount of all cash-based compensation paid to such Non-Employee Director for service as a

Director in respect of such calendar year shall not exceed $120,000. The independent members of the Board may make an exception to this

limitation for a non-executive chair of the Board, provided that the Non-Employee Director receiving such additional compensation may

not participate in the decision to award it.

SECTION 4. Eligibility. Employees,

Directors, consultants, and other individuals who provide services to the Company or its Affiliates are eligible to be granted Awards

under the Plan; provided, however, that only employees of the Company, any Parent or a Subsidiary are eligible to be granted Incentive

Stock Options; and provided, further, that an Award may be granted under the Plan only to a natural person who provides bona fide services

to the Company or an Affiliate, and only where such services are not rendered in connection with the offer or sale of securities in a

capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.

SECTION 5. Options. Options granted

under the Plan may be of two types: (i) Incentive Stock Options or (ii) Non-Qualified Stock Options. The Award Agreement shall state whether

such grant is an Incentive Stock Option or a Non-Qualified Stock Option. Any Option granted under the Plan will be in such form as the

Committee may at the time of such grant approve.

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The Award Agreement evidencing any Option will incorporate

the following terms and conditions and will contain such additional terms and conditions, not inconsistent with the terms of the Plan,

as the Committee deems appropriate in its sole and absolute discretion:

(a) Option Price. The exercise

price per Share under an Option will be determined by the Committee and will not be less than 100% of the Fair Market Value of a Share

on the date of the grant. However, any Incentive Stock Option granted to any Participant who, at the time the Option is granted, owns,

either directly and/or within the meaning of the attribution rules contained in Section 424(d) of the Code, stock possessing more than

10% of the total combined voting power of all classes of stock of the Company, will have an exercise price per Share of not less than

110% of Fair Market Value per Share on the date of the grant.

(b) Option Term. The term of each

Option will be fixed by the Committee, but no Option will be exercisable more than 10 years after the date the Option is granted. However,

any Incentive Stock Option granted to any Participant who, at the time such Option is granted, owns, either directly and/or within the

meaning of the attribution rules contained in Section 424(d) of the Code, stock possessing more than 10% of the total combined voting

power of all classes of stock of the Company, may not have a term of more than 5 years. No Option may be exercised by any Person after

expiration of the term of the Option.

vest and be exercisable at such time or times and subject to such terms and conditions as determined by the Committee.

(d) Method of Exercise. Subject

to the terms of the applicable Award Agreement, the exercisability provisions of Section 5(c) and the termination provisions of

Section 6, Options may be exercised in whole or in part from time to time during their term by the delivery of written notice to

the Company specifying the number of Shares to be purchased in writing or in such electronic form as the Company may prescribe. Such notice

will be accompanied by payment in full of the purchase price, either by certified or bank check, or such other means as the Committee

may accept. The Committee may, in its sole discretion, permit payment of the exercise price of an Option in the form of previously acquired

Shares based on the Fair Market Value of the Shares on the date the Option is exercised or through means of a "net settlement,"

whereby the Option exercise price will not be due in cash and where the number of Shares issued upon such exercise will be equal to: (A)

the product of (i) the number of Shares as to which the Option is then being exercised, and (ii) the excess, if any, of (a) the then current

Fair Market Value per Share over (b) the Option exercise price, divided by (B) the then current Fair Market Value per Share.

No Shares will be issued upon exercise

of an Option until full payment therefor has been made. A Participant will not have the right to distributions or dividends or any other

rights of a stockholder with respect to Shares subject to the Option until the Participant has given written notice of exercise, has paid

in full for such Shares, if requested, has given the representation described in Section 16(a) hereof and fulfills such other conditions

as may be set forth in the applicable Award Agreement.

(e) Incentive Stock Option Limitations.

In the case of an Incentive Stock Option, the aggregate Fair Market Value (determined as of the time of grant) of the Shares with respect

to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year under the Plan and/or

any other plan of the Company, its Parent or any Subsidiary will not exceed $100,000. For purposes of applying the foregoing limitation,

Incentive Stock Options will be taken into account in the order granted. To the extent any Option does not meet such limitation, that

Option will be treated for all purposes as a Non-Qualified Stock Option.

(f) Termination of Service. Unless

otherwise specified in the applicable Award Agreement or as otherwise provided by the Committee at or after the time of grant, Options

will be subject to the terms of Section 6 with respect to exercise upon or following termination of employment or other service.

(g) Prohibition on Repricing.

Except in connection with an adjustment made pursuant to Section 3(c), neither the Board nor the Committee may, without the prior approval

of the Company’s stockholders, effect or seek to effect any repricing of any previously granted “underwater” Option

by: (i) amending or modifying the terms of the Option to lower its exercise price; (ii) cancelling the underwater Option and granting

in exchange therefor either (A) a replacement Option or Stock Appreciation Right having a lower exercise or grant price, or (B) Restricted

Stock, Restricted Stock Units, a Performance Award or a Stock Bonus Award; or (iii) cancelling or repurchasing the underwater Option for

cash or other securities. An Option shall be deemed to be “underwater” at any time when the Fair Market Value of the Shares

covered by such Option is less than the exercise price of such Option.

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SECTION 6. Termination of Service. Unless

otherwise specified with respect to a particular Option in the applicable Award Agreement or otherwise determined by the Committee, any

portion of an Option that is not exercisable upon termination of service will expire immediately and automatically upon such termination

and any portion of an Option that is exercisable upon termination of service will expire on the date it ceases to be exercisable in accordance

with this Section 6.

(a) Termination by Reason of Death. If a Participant's

service with the Company or any Affiliate terminates by reason of death, any Option held by such Participant may thereafter be exercised,

to the extent it was exercisable at the time of his or her death or on such accelerated basis as the Committee may determine at or after

grant, by the legal representative of the estate or by the legatee of the Participant, for a period expiring (i) at such time as may be

specified by the Committee at or after grant, or (ii) if not specified by the Committee , then one year from the date of death, or (iii)

if sooner than the applicable period specified under (i) or (ii) above, upon the expiration of the stated term of such Option.

(b) Termination by Reason of Disability or Retirement.

If a Participant's service with the Company or any Affiliate terminates by reason of Disability or Normal Retirement, any Option held

by such Participant may thereafter be exercised by the Participant or his personal representative, to the extent it was exercisable at

the time of termination, or on such accelerated basis as the Committee may determine at or after grant, for a period expiring (i) at such

time as may be specified by the Committee at or after grant, or (ii) if not specified by the Committee, then one year from the date of

termination of service, or (iii) if sooner than the applicable period specified under (i) or (ii) above, upon the expiration of the stated

term of such Option; provided, however, that, if the Participant dies within such one year period (or such other period as the

Committee shall specify), any unexercised Option held by such Participant shall thereafter be exercisable to the extent to which it was

exercisable at the time of death for a period of one year from the date of such death or until the expiration of the stated term of such

Option, whichever period is shorter. In the event of termination of employment by reason of Disability or Normal Retirement, if an Incentive

Stock Option is exercised after the expiration of the maximum exercise periods that apply for purposes of Section 422 of the Code, such

Option will thereafter be treated as a Non-Qualified Stock Option.

the Company or any Affiliate is terminated for Cause: (i) any Option, or portion thereof, not already exercised will be immediately and

automatically forfeited as of the date of such termination, and (ii) any Shares for which the Company has not yet delivered share certificates

will be immediately and automatically forfeited and the Company will refund to the Participant the Option exercise price paid for such

Shares, if any.

(d) Other Termination. If a Participant's

service with the Company or any Affiliate terminates for any reason other than death, Disability, Normal Retirement, or Cause, any Option

held by such Participant may thereafter be exercised by the Participant, to the extent it was exercisable at the time of such termination,

or on such accelerated basis as the Committee may determine at or after grant, for a period expiring (i) at such time as may be specified

by the Committee at or after grant, or (ii) if not specified by the Committee, then three months (or seven months in the case of a person

subject to the reporting and short-swing profit provisions of Section 16 of the Exchange Act) from the date of termination of service,

or (iii) if sooner than the applicable period specified under (i) or (ii) above, upon the expiration of the stated term of such Option.

SECTION 7. Restricted Stock.

(a) Issuance. Restricted Stock may be issued

either alone or in conjunction with other Awards. The Committee will determine the time or times within which Restricted Stock may be

subject to forfeiture, and all other conditions of such Awards. The purchase price for Restricted Stock may, but need not, be zero. The

prospective recipient of an Award of Restricted Stock will not have any rights with respect to such Award, unless and until such recipient

has delivered to the Company an executed Award Agreement and has otherwise complied with the applicable terms and conditions of such Award.

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(b) Certificates. Upon the Award of Restricted

Stock, the Committee may direct that a certificate or certificates representing the number of shares of Common Stock subject to such Award

be issued to the Participant or placed in a restricted stock account (including an electronic account) with the transfer agent and in

either case designating the Participant as the registered owner. The certificate(s) representing such shares shall be physically or electronically

legended, as applicable, as to sale, transfer, assignment, pledge or other encumbrances during the Restriction Period and if issued to

the Participant, returned to the Company, to be held in escrow during the Restriction Period. As a condition to any Award of Restricted

Stock, the Participant may be required to deliver to the Company a share power, endorsed in blank, relating to the Shares covered by such

Award.

Agreement evidencing the grant of any Restricted Stock will incorporate the following terms and conditions and such additional terms and

conditions, not inconsistent with the terms of the Plan, as the Committee deems appropriate in its sole and absolute discretion:

(i) During a period commencing with the

date of an Award of Restricted Stock and ending at such time or times as specified by the Committee (the "Restriction Period"),

the Participant will not be permitted to sell, transfer, pledge, assign or otherwise encumber Restricted Stock awarded under the Plan.

The Committee may condition the lapse of restrictions on Restricted Stock upon the continued employment or service of the recipient, the

attainment of specified individual or corporate performance goals, or such other factors as the Committee may determine, in its sole and

absolute discretion.

(ii) While any Share of Restricted Stock

remain subject to restriction, the Participant will have, with respect to the Restricted Stock, the right to vote the Shares, but will

not have the right to receive any cash distributions or dividends prior to the lapse of the Restriction Period underlying such Shares.

If any cash distributions or dividends are payable with respect to the Restricted Stock, the Committee, in its sole discretion, may require

the cash distributions or dividends to be subjected to the same Restriction Period as is applicable to the Restricted Stock with respect

to which such amounts are paid, or, if the Committee so determines, reinvested in additional Restricted Stock to the extent Shares are

available under Section 3(a) of the Plan. A Participant shall not be entitled to interest with respect to any dividends or distributions

subjected to the Restriction Period. Any distributions or dividends paid in the form of securities with respect to Restricted Stock will

be subject to the same terms and conditions as the Restricted Stock with respect to which they were paid, including, without limitation,

the same Restriction Period.

(iii) Subject to the provisions of the

applicable Award Agreement or as otherwise determined by the Committee, if a Participant's service with the Company and its Affiliates

terminates prior to the expiration of the applicable Restriction Period, the Participant's Restricted Stock that then remains subject

to forfeiture will then be forfeited automatically.

SECTION 8. Restricted Stock Units. Subject

to the other terms of the Plan, the Committee may grant Restricted Stock Units to eligible individuals and may, in its sole and absolute

discretion, impose conditions on such units as it may deem appropriate, including, without limitation, continued employment or service

of the recipient or the attainment of specified individual or corporate performance goals. Each Restricted Stock Unit shall be evidenced

by an Award Agreement in the form that is approved by the Committee and that is not inconsistent with the terms and conditions of the

Plan. Each Restricted Stock Unit will represent a right to receive from the Company, upon fulfillment of any applicable conditions, an

amount equal to the Fair Market Value (at the time of the distribution) of one Share. Distributions may be made in Shares. All other terms

governing Restricted Stock Units, such as vesting, time and form of payment and termination of units shall be set forth in the applicable

Award Agreement. The Participant shall not have any shareholder rights with respect to the Shares subject to a Restricted Stock Unit Award

until that Award vests and the Shares are actually issued thereunder. Subject to the provisions of the applicable Award Agreement or as

otherwise determined by the Committee, if a Participant's service with the Company terminates prior to the Restricted Stock Unit Award

vesting, the Participant's Restricted Stock Units that then remain subject to forfeiture will then be forfeited automatically.

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SECTION 9. Performance Based Awards.

(a) Performance Awards Generally. The Committee

may grant Performance Awards in accordance with this Section 9. Performance Awards may be denominated as a number of Shares or

specified number of other Awards, which may be earned upon achievement or satisfaction of such Performance Goals as may be specified by

the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the vesting

or settlement of the Award upon the achievement or satisfaction of such Performance Goals as may be specified by the Committee.

(b) Adjustments to Performance Goals. The

Committee may provide, at the time Performance Goals are established, that adjustments will be made to those performance goals to take

into account, in any objective manner specified by that committee, the impact of one or more of the following: (A) gain or loss from all

or certain claims and/or litigation and insurance recoveries, (B) the impairment of tangible or intangible assets, (C) stock-based compensation

expense, (D) restructuring activities reported in the Company's public filings, (E) investments, dispositions or acquisitions, (F) loss

from the disposal of certain assets, (G) gain or loss from the early extinguishment, redemption, or repurchase of debt, (H) changes in

accounting principles, or (I) any other item, event or circumstance specified by the Committee at the time the Performance Goals are established.

An adjustment described in this Section may relate to the Company or to any subsidiary, division or other operational unit of the Company

or its Affiliates, as determined by the committee at the time the performance goals are established. Any adjustment shall be determined

in accordance with generally accepted accounting principles and standards, unless such other objective method of measurement is designated

by the committee at the time performance objectives are established. In addition, adjustments will be made as necessary to any performance

criteria related to the Company's stock to reflect changes in corporate capitalization, including a recapitalization, stock split or combination,

stock dividend, spin-off, merger, reorganization or other similar event or transaction affecting the Company's equity.

Committee may specify other terms pertinent to a Performance Award in the applicable Award Agreement, including terms relating to the

treatment of that Award in the event of a Change in Control prior to the end of the applicable performance period. The Participant shall

not have any shareholder rights with respect to the Shares subject to a Performance Award until the Shares are actually issued thereunder.

Subject to the provisions of the applicable Award Agreement or as otherwise determined by the Committee, if a Participant's service with

the Company terminates prior to the Performance Award vesting, the Participant's Performance Award or portion thereof that then remains

subject to forfeiture will then be forfeited automatically.

SECTION 10. Stock Bonus Awards. The

Committee may grant Stock Bonus Awards in accordance with this Section 10. A Stock Bonus Award is an award to an eligible Participant

for services to be rendered or for past services already rendered to the Company, Parent or Subsidiary. All Stock Bonus Awards shall be

made pursuant to an Award Agreement.

(a) Terms of Stock Bonus Awards. The Committee

will determine the number of Shares to be awarded to the Participant under a Stock Bonus Award and any restrictions thereon. These restrictions

may be based upon completion of a specified number of years of service with the Company or upon satisfaction of Performance goals in accordance

with the same requirements set forth in Section 9(b) above. However, the Committee may issue Stock Bonus Awards with no restrictions.

(b) Form of Payment to Participant. Payment

may be made in the form of cash, whole Shares, or a combination thereof, based on the Fair Market Value of the Shares earned under a Stock

Bonus Award on the date of payment, as determined in the sole discretion of the Committee.

Committee may specify other terms pertinent to a Stock Bonus Award in the applicable Award Agreement, including terms relating to the

treatment of that Award in the event of a Change in Control. The Participant shall not have any shareholder rights with respect to the

Shares subject to a Stock Bonus Award until the Shares are actually issued thereunder. Subject to the provisions of the applicable Award

Agreement or as otherwise determined by the Committee, if a Participant's service with the Company terminates prior to the Stock Bonus

Award vesting, the Participant's Stock Bonus Award or portion thereof that then remains subject to forfeiture will then be forfeited automatically.

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SECTION 11. Amendments and Termination.

The Board may amend, alter or discontinue the Plan at any time. However, except as otherwise provided in Section 3, no amendment,

alteration or discontinuation will be made which would impair the rights of a Participant with respect to an Award without that Participant's

consent or which, without the approval of such amendment within 365 days of its adoption by the Board by the Company's stockholders in

a manner consistent with Treas. Reg. § 1.422-3 (or any successor provision), would: (i) increase the total number of Shares reserved

for issuance hereunder; (ii) change the persons or class of persons eligible to receive Awards; (iii) require stockholder approval under

the rules or regulations of the Securities and Exchange Commission or of any securities exchange or quotation system on which the Shares

are then listed or quoted; (iv) permit any repricing of Options or Stock Appreciation Rights otherwise prohibited by Section 5(g); (v)

increase the maximum term permitted for Options or Stock Appreciation Rights under Section 5(b); (vi) permit the grant of any Option or

Stock Appreciation Right at an exercise or grant price less than 100% of the Fair Market Value of a Share on the date of grant, contrary

to Section 5(a); or (vii) increase the limitation set forth in Section 3(e).

SECTION 12. Dividends and Dividend Equivalents.

Notwithstanding any other provision of the Plan or of any Award Agreement, no dividend, dividend equivalent or other distribution shall

be paid to a Participant with respect to any Share underlying an Award that remains subject to vesting, forfeiture or other restrictions.

Any such amount may be accrued (without interest, unless the Committee determines otherwise) and shall become payable, if at all, only

if, when and to the extent the underlying Award vests and the applicable restrictions are satisfied, waived or lapse; any accrued amount

attributable to a portion of an Award that is forfeited shall be forfeited at the same time and to the same extent. No dividend equivalent

shall be granted in connection with any Option, Stock Appreciation Right or other Award the value of which is based solely on an increase

in the value of the Shares following the date of grant.

SECTION 13. Conditions Upon Grant of Awards

and Issuance of Shares.

(a) The implementation of the Plan, the grant of

any Award and the issuance of Shares in connection with the issuance, exercise or vesting of any Award made under the Plan shall be subject

to the Company's procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the Awards

made under the Plan and the Shares issuable pursuant to those Awards.

(b) No Shares or other assets shall be issued or

delivered under the Plan unless and until there shall have been compliance with all applicable requirements of Applicable Law, including

the filing and effectiveness of the Form S-8 registration statement for the Shares issuable under the Plan, and all applicable listing

requirements of any stock exchange on which Shares are then listed for trading.

SECTION 14. Limits on Transferability; Beneficiaries.

No Award or other right or interest of a Participant under the Plan shall be pledged, encumbered, or hypothecated to, or in favor of,

or subject to any lien, obligation, or liability of such Participant to, any party, other than the Company, any Subsidiary or Affiliate,

or assigned or transferred by such Participant otherwise than by will or the laws of descent and distribution, and such Awards and rights

shall be exercisable during the lifetime of the Participant only by the Participant or his or her guardian or legal representative. Notwithstanding

the foregoing, the Committee may, in its discretion, provide that Awards or other rights or interests of a Participant granted pursuant

to the Plan (other than an Incentive Stock Option) be transferable, without consideration, to immediate family members (i.e., children,

grandchildren or spouse), to trusts for the benefit of such immediate family members and to partnerships in which such family members

are the only partners. The Committee may attach to such transferability feature such terms and conditions as it deems advisable. In addition,

a Participant may, in the manner established by the Committee, designate a beneficiary (which may be a person or a trust) to exercise

the rights of the Participant, and to receive any distribution, with respect to any Award upon the death of the Participant. A beneficiary,

guardian, legal representative or other person claiming any rights under the Plan from or through any Participant shall be subject to

all terms and conditions of the Plan and any Award Agreement applicable to such Participant, except as otherwise determined by the Committee,

and to any additional restrictions deemed necessary or appropriate by the Committee.

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SECTION

15. Withholding. No later than the date as of which an amount first becomes includible in the gross income of the

Participant for federal income tax purposes with respect to any Award under the Plan, the Participant will pay to the Company, or

make arrangements satisfactory to the Company regarding the payment of, any federal, state or local taxes of any kind required by

law to be withheld with respect to such amount. The minimum required withholding obligations may be settled with Shares, including

Shares that are part of the Award that gives rise to the withholding requirement. The obligations of the Company under the Plan will

be conditioned on such payment or arrangements and the Company will have the right to deduct any such taxes from any payment of any

kind otherwise due to the Participant.

SECTION 16. Liability of Company.

(a) Inability to Obtain Authority. If the

Company cannot, by the exercise of commercially reasonable efforts, obtain authority from any regulatory body having jurisdiction for

the sale of any Shares under this Plan, and such authority is deemed by the Company's counsel to be necessary to the lawful issuance

of those Shares, the Company will be relieved of any liability for failing to issue or sell those Shares.

(b) Grants Exceeding Allotted Shares. If Shares

subject to an Award exceed, as of the date of grant, the number of Shares which may be issued under the Plan without additional shareholder

approval, that Award will be contingent with respect to such excess Shares, on the effectiveness under Applicable Law of a sufficient

increase in the number of Shares subject to this Plan.

The Company will pay all amounts payable under this Plan only to the applicable Participant, or beneficiaries entitled thereto pursuant

to this Plan. The Company will not be liable for the debts, contracts, or engagements of any Participant or his or her beneficiaries,

and rights to cash payments under this Plan may not be taken in execution by attachment or garnishment, or by any other legal or equitable

proceeding while in the hands of the Company.

SECTION 17. Clawback and Recoupment; Hedging

/ Pledging. All Awards granted under the Plan (whether vested or unvested), and all Shares, cash and other property or amounts

received or realized in respect of any Award, shall be subject to rescission, cancellation, forfeiture, recovery or other penalty, in

whole or in part, pursuant to (i) any clawback, recoupment, forfeiture or similar policy of the Company as in effect from time to time,

including any policy adopted to comply with applicable stock exchange listing standards, and (ii) any applicable law, rule, regulation

or stock exchange listing requirement, including without limitation Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the

Dodd-Frank Wall Street Reform and Consumer Protection Act, Rule 10D-1 under the Exchange Act and any listing standard adopted pursuant

thereto. By accepting an Award, each Participant agrees to be bound by, and to cooperate with the Company in the enforcement of, any such

policy, law, rule, regulation or listing standard, including by returning Shares or repaying amounts as required, and agrees that no such

recovery shall constitute “good reason,” constructive termination, or a breach by the Company of any agreement with the Participant.

In addition and notwithstanding any other provisions of this Plan, an Award will be subject to any Company policy that the Company may

adopt and/or amend from time to time regarding the hedging or pledging (or any similar transaction) of Company securities.

SECTION 18. General Provisions.

(a) The Board may require each Participant to represent

to and agree with the Company in writing that the Participant is acquiring securities of the Company for investment purposes and without

a view to distribution thereof and as to such other matters as the Board believes are appropriate.

(b) All certificates for Shares or other securities

delivered under the Plan will be subject to such share-transfer orders and other restrictions as the Board may deem advisable under the

rules, regulations and other requirements of the Securities Act of 1933, as amended, the Exchange Act, any stock exchange upon which the

Shares are then listed, and any other Applicable Law, and the Board may cause a legend or legends to be put on any such certificates to

make appropriate reference to such restrictions.

Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required.

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(d) Neither the adoption of the Plan nor the execution

of any document in connection with the Plan will: (i) confer upon any employee or other service provider of the Company or an Affiliate

any right to continued employment or engagement with the Company or such Affiliate, or (ii) interfere in any way with the right of the

Company or such Affiliate to terminate the employment or engagement of any of its employees or other service providers at any time.

(e) Notwithstanding any other provision of the Plan

or any Award, the Company may establish any blackout period it deems necessary or advisable with respect to any or all Awards. All rights

granted under the Plan or any Award Agreement, and all transactions contemplated thereby, are subject to the Company’s Insider Trading

Policy, and nothing in the Plan authorizes any circumvention of that policy.

(f) No compensation or benefit awarded to or realized

by any Participant under the Plan shall be included in computing the Participant’s compensation or benefits under any pension, retirement,

savings, profit sharing, group insurance, disability, severance, termination pay, welfare or other benefit plan of the Company, unless

required by law or expressly provided under that other plan.

(g) Neither the Plan nor any Award creates or shall

be construed to create a trust or separate fund of any kind, or a fiduciary relationship between the Company or any Affiliate and any

Participant. To the extent any Person acquires a right to receive payments under an Award, that right shall be no greater than the right

of an unsecured general creditor of the Company.

(h) No fractional Share shall be issued or delivered

under the Plan or any Award. The Committee shall determine whether cash shall be paid in lieu of any fractional Share or whether the fractional

Share or any right thereto shall be cancelled or otherwise eliminated.

(i) In the event any provision of an Award Agreement

conflicts with or is inconsistent with the Plan, the terms of the Plan shall control unless the Award Agreement explicitly states otherwise.

(j) Nothing contained herein prohibits a Participant

from: (i) reporting possible violations of federal law or regulations, including any possible securities laws violations, to any governmental

agency or entity, (ii) making any other disclosures that are protected under the whistleblower provisions of federal law or regulations,

or (iii) otherwise fully participating in any federal whistleblower programs, including but not limited to any such programs managed by

the U.S. Securities and Exchange Commission.

(k) If permitted by the Committee, a Participant

may file with the Committee a written designation of a beneficiary or beneficiaries (subject to such limitations as to the classes and

number of beneficiaries and contingent beneficiaries as the Committee may from time to time prescribe) to exercise, in the event of the

death of the recipient, a Stock Option or Stock Appreciation Right, or to receive any benefits, in such event, any other awards. The Committee

reserves the right to review and approve beneficiary designations and/or require that a particular form be used to be effective with respect

to an award. A recipient may from time to time revoke or change any such designation of beneficiary and any designation of beneficiary

under the Plan shall be controlling over any other disposition, testamentary or otherwise. However, if the Committee shall be in doubt

as to the right of any such beneficiary to exercise any Stock Option or Stock Appreciation Right, or to receive any other award, the Committee

may determine to recognize only an exercise by, or right to receive of, the legal representative of the recipient, in which case the Company,

the Committee and the members thereof shall not be under any further liability to anyone. In the event a Participant fails to designate

validly a beneficiary, or if no designated beneficiary survives the Participant, the Participant’s spouse, if living shall be the

beneficiary, otherwise, the estate of the Participant.

SECTION 19. Effective Date of Plan.

The Plan will become effective as of the date the Plan is approved by the Board; provided, however, that all Options intended to

be Incentive Stock Options will automatically be converted into Non-Qualified Stock Options if the Plan is not approved by the Company's

stockholders within one year (365 days) of its adoption by the Board in a manner consistent with Treas. Reg. § 1.422-5.

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SECTION 20. Term of Plan. Unless the

Plan shall theretofore have been terminated in accordance with Section 11, the Plan shall terminate on the 10-year anniversary of the

effective date, and no Awards under the Plan shall thereafter be granted.

SECTION 21. Invalid Provisions. In

the event that any provision of this Plan is found to be invalid or otherwise unenforceable under any Applicable Law, such invalidity

or unenforceability will not be construed as rendering any other provisions contained herein as invalid or unenforceable, and all such

other provisions will be given full force and effect to the same extent as though the invalid or unenforceable provision was not contained

herein.

SECTION 22. Governing Law. The Plan

and all Awards granted hereunder will be governed by and construed in accordance with the laws and judicial decisions of the state of

Delaware, without regard to the application of the principles of conflicts of laws.

SECTION 23. Notices. Any notice to

be given to the Company pursuant to the provisions of this Plan must be given in writing and addressed, if to the Company, to its principal

executive office to the attention of its Chief Financial Officer (or such other Person as the Company may designate in writing from time

to time), and, if to a Participant, to the address contained in the Company's personnel files, or at such other address as that Participant

may hereafter designate in writing to the Company. Any such notice will be deemed duly given: if delivered personally or via recognized

overnight delivery service, on the date and at the time so delivered; if sent via telecopier or email, on the date and at the time telecopied

or emailed with confirmation of delivery; or, if mailed, (5) days after the date of mailing by registered or certified mail.

SECTION 24. Section 409A.

(a) Intent. The Company intends that each

Award granted under the Plan either be exempt from, or comply with, Section 409A of the Code, and the Plan and each Award Agreement shall

be construed, administered and interpreted in a manner consistent with that intent. If any provision of the Plan or of any Award Agreement

would result in adverse tax consequences under Section 409A of the Code, the Committee may amend that provision, or take such other action

as it reasonably determines to be necessary, to avoid such consequences, and no such action shall be deemed to impair or otherwise adversely

affect the rights of any holder of an Award.

(b) Payment Events. To the extent any amount

or benefit constituting “deferred compensation” under Section 409A of the Code is otherwise payable or distributable under

the Plan or any Award Agreement solely by reason of a Change in Control, a Participant’s Disability, or a Participant’s “separation

from service” (within the meaning of Section 409A of the Code), such amount or benefit shall not be paid or distributed by reason

of that circumstance unless the Committee determines in good faith that (i) the circumstance constitutes a change in ownership or effective

control, a disability, or a separation from service, as applicable, within the meaning of Section 409A(a)(2)(A) of the Code and the regulations

thereunder, or (ii) the payment or distribution would be exempt from Section 409A of the Code by reason of the short-term deferral exemption

or otherwise.

in the Plan or any Award Agreement to the contrary, any payment or distribution that would otherwise be made to a Participant who is a

Specified Employee on account of the Participant’s separation from service shall not be made before the date that is six months

after the date of such separation from service (or, if earlier, the date of the Participant’s death), unless the payment or distribution

is exempt from Section 409A of the Code by reason of the short-term deferral exemption or otherwise.

(d) No Company Liability. Notwithstanding

the foregoing, neither the Company nor any Affiliate shall be liable to any Participant or any other Person for any tax, interest or penalty

imposed under Section 409A of the Code, or for any failure of an Award to be exempt from or compliant with Section 409A of the Code.

SECTION 25. Code Section 280G. Anything

in the Plan or any Award to the contrary notwithstanding, in the event that any payment or benefit received or to be received by a Participant

in connection with a Change of Control or Change of Control Event (all such payments and benefits, the “Total Payments”)

would not be deductible (in whole or part), by the Company, an Affiliate or any person making such payment or providing such benefit

as a result of Section 280G of the Code, then the portion of the Total Payments due under this Plan or any other arrangement between

the Participant and the Company or an Affiliate shall be reduced if, and only if, such reduction results in the Participant’s receipt,

on an after-tax basis, of a greater amount of the Total Payments after taking into account all applicable federal, state and local employment

taxes, income taxes and the excise tax (all computed at the highest applicable marginal rate). Any reduction in the Total Payments required

by this subsection (n) shall first reduce any cash payments due to the Participant (if necessary, to zero), and all other payments shall

thereafter be reduced (if necessary, to zero); provided, however, that the Participant may elect to have noncash payments reduced (or

eliminated) prior to any reduction of cash payments. For purposes of this Section 25, (i) no portion of the Total Payments the

receipt or enjoyment of which the Participant shall have waived at such time and in such manner as not to constitute a “payment”

within the meaning of Section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into

account which, in the opinion of tax counsel reasonably acceptable to the Participant and selected by the accounting firm which was,

immediately prior to the Change of Control, the Company’s independent auditor (the “Auditor”), does not constitute

a “parachute payment” within the meaning of Section 280G(b)(2) of the Code, including by reason of Section 280G(b)(4)(A)

of the Code, and (iii) the value of any noncash benefit or any deferred payment or benefit included in the Total Payments shall be determined

by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Notwithstanding the foregoing, if the payment

of benefits subject to Code Section 280G of the Code is addressed separately in an employment, consulting, severance, or similar agreement

between the Company and a Participant, such other agreement shall control.

A - 14

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