Form 8-K

8-K — Peraso Inc.

Accession: 0001213900-26-099297

Filed: 2026-09-11

Period: 2026-09-08

CIK: 0000890394

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

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 — ea0305184-8k_peraso.htm (Primary)

EX-10.1 — AMENDED AND RESTATED PERASO INC. 2019 STOCK INCENTIVE PLAN, AS AMENDED (ea030518401ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0305184-8k_peraso.htm · Sequence: 1

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0000890394

2026-09-08

iso4217:USD

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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):

September 8, 2026

PERASO INC.

(Exact Name of Registrant as Specified in Charter)

000-32929

(Commission File Number)

Delaware

77-0291941

(State or Other Jurisdiction

of Incorporation)

(I.R.S. Employer

Identification Number)

2033 Gateway Pl., Suite 500

San Jose, CA 95110

(Address of principal executive offices, with zip

code)

(408) 418-7500

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since

last report)

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))

Securities 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 $0.001 per share

PRSO

The Nasdaq Stock 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 (17 CFR§230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (17 CFR §240.12b-2).

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.

Departure of Chief Financial Officer

On September 8, 2026, James Sullivan notified

Peraso Inc. (the “Company”) of his resignation as Chief Financial Officer and Secretary of the Company and from his positions

as an officer and director of the Company’s subsidiaries, effective October 2, 2026 (the “Resignation”). Mr. Sullivan’s

Resignation is for personal reasons and was not the result of any disagreement with the Company on any matter relating to the Company’s

operations, policies or practices, or its financial statements or disclosures. The Company thanks Mr. Sullivan for his service and wishes

him well in his future endeavors.

Appointment of Interim Chief Financial Officer

Ronald Glibbery, the Company’s Chief Executive

Officer and a member of the Board, has been appointed to serve as interim Chief Financial Officer and Secretary of the Company, and designated

Mr. Glibbery as the Company’s principal financial officer and principal accounting officer, in each case effective October 2, 2026

and continuing until a successor is duly appointed and qualified. Mr. Glibbery will serve in this interim capacity in addition to his

continuing role as Chief Executive Officer. Mr. Glibbery will not receive any additional salary, bonus, equity award, or other compensation

in connection with his service in these interim capacities, and his compensation will remain as previously approved by the Board with

respect to his role as Chief Executive Officer.

The information required by Items 401(b),

(d) and (e) of Regulation S-K regarding Mr. Glibbery was previously reported in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 10, 2026, and such information is incorporated by

reference herein. Mr. Glibbery is not a party to any transaction described in Item 404(a) of Regulation S-K involving the Company or

any of its subsidiaries.

Share Increase to the Amended and Restated

2019 Stock Incentive Plan

As reported below under Item 5.07 of this

Current Report on Form 8-K, on September 10, 2026, at the Company’s 2026 Annual Meeting of Stockholders, the Company’s

stockholders approved an amendment to the Company’s Amended and Restated 2019 Stock Incentive Plan (as amended from time to

time, the “2019 Plan”) to increase the number of shares of the Company’s common stock reserved for issuance

thereunder by 1,500,000 shares (the “Plan Amendment”). A summary of the material terms of the Plan Amendment is included

under the heading “Proposal 3” in the Company’s definitive

proxy statement filed with the Securities and Exchange Commission on August 10, 2026 (the “Proxy Statement”), and

such summary is incorporated by reference herein. The Amended and Restated 2019 Plan, reflecting the Plan Amendment, is filed as

Exhibit 10.1 to this Current Report and is incorporated herein by reference. The foregoing description of the Plan Amendment is

qualified in its entirety by reference to the full text of Exhibit 10.1.

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

On September 10, 2026, the Company held its 2026

Annual Meeting of Stockholders (the “Annual Meeting”), and a quorum for the transaction of business was present in person

virtually or represented by proxy, which represented approximately 41.62% of the voting power of the Company’s outstanding shares

of voting stock entitled to vote at the Annual Meeting. The Company’s stockholders voted on six proposals, which are described in

more detail in the Proxy Statement.

Summarized below are the final voting results

for each proposal submitted to a vote of the stockholders at the Annual Meeting:

●

Proposal 1 - Election of directors to serve until the next annual meeting of stockholders.

For

Withheld

Broker Non-Vote

Ronald Glibbery

887,320

230,011

5,157,456

Cornelis Links

1,006,218

111,113

5,157,456

Andreas Melder

1,004,156

113,175

5,157,456

Robert Y. Newell

999,538

117,793

5,157,456

All of the foregoing candidates were elected to

serve as directors until the next annual meeting of stockholders and until the election and qualification of his successor or his earlier

resignation, removal or death.

● Proposal 2 - Ratification of the audit committee’s

appointment of Weinberg & Company, P.A. as independent registered public accounting firm for the fiscal year

ending December 31, 2026.

For

Against

Abstain

Broker Non-Vote

5,937,751

169,037

167,999

The foregoing proposal was approved.

●

Proposal 3 - Approval of the amendment of the 2019 Plan to increase the number of shares currently reserved for issuance thereunder by 1,500,000 shares.

For

Against

Abstain

Broker Non-Vote

686,303

390,534

40,494

5,157,456

The foregoing proposal was approved.

● Proposal 4 - Advisory approval of the compensation of the named executive officers.

For

Against

Abstain

Broker Non-Vote

775,954

285,755

55,622

5,157,456

The foregoing proposal was approved.

● Proposal 5 - Approval, for purposes of Nasdaq Listing Rule

5635(d), of the issuance of shares of the common stock to Roth Principal Investments, LLC pursuant to the Common Stock

Purchase Agreement, dated as of June 30, 2026.

For

Against

Abstain

Broker Non-Vote

766,186

319,640

31,505

5,157,456

The foregoing proposal was approved.

● Proposal 6 - Approval of one or more adjournments of the

Annual Meeting.

For

Against

Abstain

Broker Non-Vote

5,552,667

539,570

182,550

The foregoing proposal was approved.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1*

Amended and Restated Peraso Inc. 2019 Stock

Incentive Plan, as amended

104

The cover page of this Current Report on Form 8-K formatted in Inline XBRL

* Management contract, compensatory plan or arrangement

SIGNATURE

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.

PERASO INC.

Date: September 11, 2026

By:

/s/ James Sullivan

James Sullivan

Chief Financial Officer

EX-10.1 — AMENDED AND RESTATED PERASO INC. 2019 STOCK INCENTIVE PLAN, AS AMENDED

EX-10.1

Filename: ea030518401ex10-1.htm · Sequence: 2

Exhibit 10.1

PERASO INC.

AMENDED & RESTATED 2019 STOCK INCENTIVE PLAN

section

1 ESTABLISHMENT AND PURPOSE.

The 2019 Stock Incentive Plan was adopted by the

Board of Directors of Peraso Inc. effective June 25, 2019 (the “Effective Date”), amended and restated effective December

2, 2021, and amended on December 20, 2024, December 22, 2025 and September 10, 2026.

This Plan is intended to encourage ownership of

Stock by employees, consultants and directors of the Company and its Subsidiaries and Affiliates and to provide additional incentive for

them to promote the success of the Company’s business through the grant of Awards of or pertaining to shares of the Company’s

Stock.

section

2 DEFINITIONS.

(a) “Affiliate”

means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity.

(b) “Award”

means any award of an Option, a SAR, a Restricted Share or a Restricted Stock Unit.

Agreement” means the agreement between the Company and the recipient of an Award which contains the terms, conditions and restrictions

pertaining to such Award.

(d) “Board

of Directors” or “Board” means the Board of Directors of the Company, as constituted from time to time.

(e) “Change

in Control” means the occurrence of any of the following events:

(i) A change

in the composition of the Board of Directors occurs, as a result of which fewer than one-half of the incumbent directors had been directors

of the Company immediately prior to change (the “original directors”); provided, however, that for this purpose, the “original

directors” shall not include any individual whose initial assumption of office occurred as a result of an actual or threatened election

contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or

on behalf of a person other than the Board;

(ii) Any

“person” (as defined below) who by the acquisition or aggregation of securities, is or becomes the “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

combined voting power of the Company’s then outstanding securities ordinarily (and apart from rights accruing under special circumstances)

having the right to vote at elections of directors (the “Base Capital Stock”); except that any change in the relative beneficial

ownership of the Company’s securities by any person resulting solely from a reduction in the aggregate number of outstanding shares

of Base Capital Stock, and any decrease thereafter in such person’s ownership of securities, shall be disregarded until such person

increases in any manner, directly or indirectly, such person’s beneficial ownership of any securities of the Company;

(iii) The

consummation of a merger or consolidation of the Company or a Subsidiary of the Company with or into another entity or any other corporate

reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization

own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities

of each of (A) the Company (or its successor) and (B) any direct or indirect parent corporation of the Company (or its successor); or

(iv) The

sale, transfer or other disposition of all or substantially all of the Company’s assets.

For purposes of subsection (e)(ii) above, the term

“person” shall have the same meaning as when used in Sections 13(d) and 14(d) of the Exchange Act, but shall exclude (1) a

trustee or other fiduciary holding securities under an employee benefit plan maintained by the Company or a Parent or Subsidiary and (2)

a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership

of the Stock.

Any other provision of this Section 2(e) notwithstanding,

a transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation

or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities

immediately before such transaction, and a Change in Control shall not be deemed to occur if the Company files a registration statement

with the United States Securities and Exchange Commission in connection with an initial or secondary public offering of securities or

debt of the Company to the public.

(f) “Code”

means the United States Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

(g) “Committee”

means the Compensation Committee as designated by the Board of Directors, which is authorized to administer the Plan, as described in

Section 3 hereof.

(h) “Company”

means Peraso Inc., a Delaware corporation.

(i) “Consultant”

means an individual who is a consultant or advisor and who provides bona fide services to the Company, a Parent, a Subsidiary or an Affiliate

as an independent contractor (not including service as a member of the Board of Directors) or a member of the board of directors of a

Parent or a Subsidiary, in each case who is not an Employee.

(j) “Disability”

means any permanent and total disability as defined by Section 22(e)(3) of the Code.

(k) “Employee”

means any individual who is a common-law employee of the Company, a Parent, a Subsidiary or an Affiliate.

(l) “Exchange

Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(m) “Exercise

Price” means, in the case of an Option, the amount for which one Share may be purchased upon exercise of such Option, as specified

in the applicable Stock Option Agreement. “Exercise Price” means, in the case of a SAR, an amount, as specified in the applicable

SAR Award Agreement, which is subtracted from the Fair Market Value of one Share in determining the amount payable upon exercise of such

SAR.

(n) “Fair

Market Value” with respect to a Share, means the market price of one Share, determined by the Committee as follows:

(i) If the

Stock was traded over-the-counter on the date in question, then the Fair Market Value shall be equal to the last transaction price quoted

for such date by the OTC Bulletin Board or, if not so quoted, shall be equal to the mean between the last reported representative bid

and asked prices quoted for such date by the principal automated inter-dealer quotation system on which the Stock is quoted or, if the

Stock is not quoted on any such system, by the Pink Quote system;

(ii) If

the Stock was traded on any established stock exchange (such as the New York Stock Exchange or The Nasdaq Stock Market) or national market

system on the date in question, then the Fair Market Value shall be equal to the closing price reported for such date by the applicable

exchange or system; or

(iii) If

none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faith on such

basis as it deems appropriate.

In all cases, the determination of Fair Market

Value by the Committee shall be conclusive and binding on all persons.

(o) “ISO”

means an employee incentive stock option described in Section 422 of the Code.

(p) “Nonstatutory

Option” or “NSO” means an employee stock option that is not an ISO.

(q) “Option”

means an ISO or Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares.

(r) “Outside

Director” means a member of the Board of Directors who is not a common-law employee of, or paid consultant to, the Company, a Parent

or a Subsidiary.

(s) “Parent”

means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations

other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other

corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be a Parent

commencing as of such date.

(t) “Participant”

means a person who holds an Award.

(u) “Plan”

means this 2019 Stock Incentive Plan of Peraso Inc. as amended from time to time.

(v) “Purchase

Price” means the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option), as specified

by the Committee.

(w) “Restricted

Share” means a Share awarded under the Plan.

(x) “Restricted

Stock Unit” means a bookkeeping entry representing the Company’s obligation to deliver one Share (or distribute cash) on a

future date in accordance with the provisions of a Restricted Stock Unit Award Agreement.

(y) “SAR”

means a stock appreciation right granted under the Plan.

(z) “Section

409A” means Section 409A of the Code.

(aa) “Service” means service as

an Employee, Consultant or Outside Director, subject to such further limitations as may be set forth in the Plan or the applicable Award

Agreement. Service does not terminate when an Employee goes on a bona fide leave of absence, that was approved by the Company in writing,

if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law.

However, for purposes of determining whether an Option is entitled to ISO status, an Employee’s employment will be treated as terminating

three months after such Employee went on leave, unless such Employee’s right to return to active work is guaranteed by law or by

a contract. Service terminates in any event when the approved leave ends, unless such Employee immediately returns to active work. The

Company determines which leaves of absence count toward Service, and when Service terminates for all purposes under the Plan.

(bb) “Share” means one share of

Stock, as adjusted in accordance with Section 12 (if applicable).

(cc) “Stock” means the Common Stock,

par value $0.001 per share, of the Company.

(dd) “Subsidiary” means any corporation,

if the Company and/or one or more other Subsidiaries own not less than 50% of the total combined voting power of all classes of outstanding

stock of such corporation. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered

a Subsidiary commencing as of such date.

section

3 ADMINISTRATION.

(a) Committee

Composition. The Plan shall be administered by a Committee appointed by the Board, or by the Board acting as the Committee. To the

extent required by the Board, the composition of the Committee shall satisfy such requirements as the Securities and Exchange Commission

may establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange

Act.

(b) Committee

for Non-Officer Grants. To the extent permitted by applicable laws, the Board of Directors may also authorize one or more officers

of the Company to designate Employees, other than officers under Section 16 of the Exchange Act, to receive Awards and/or to determine

the number of such Awards to be received by such persons in accordance with such guidelines as the Committee shall set forth at any time

or from time to time.

Responsibilities. Subject to the provisions of the Plan, the Committee shall have full authority and discretion to take the following

actions:

(i) To interpret

the Plan and to apply its provisions;

(ii) To

adopt, amend or rescind rules, procedures and forms relating to the Plan;

(iii) To

authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;

(iv) To

determine when Awards are to be granted under the Plan;

(v) To select

the Participants to whom Awards are to be granted;

(vi) To

determine the type of Award and number of Shares or amount of cash to be made subject to each Award;

(vii) To

prescribe the terms and conditions of each Award, including (without limitation) the Exercise Price and Purchase Price, and the vesting

or duration of the Award (including accelerating the vesting of Awards, either at the time of the Award or thereafter, without the consent

of the Participant), to determine whether an Option is to be classified as an ISO or as a Nonstatutory Option, and to specify the provisions

of the agreement relating to such Award;

(viii) To

amend any outstanding Award Agreement, subject to applicable legal restrictions and to the consent of the Participant if the Participant’s

rights or obligations would be materially impaired;

(ix) To

prescribe the consideration for the grant of each Award or other right under the Plan and to determine the sufficiency of such consideration;

(x) To determine

the disposition of each Award or other right under the Plan in the event of a Participant’s divorce or dissolution of marriage;

(xi) To

determine whether Awards under the Plan will be granted in replacement of other grants under an incentive or other compensation plan of

an acquired business;

(xii) To

correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award Agreement;

(xiii) To

establish or verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, exercisability,

vesting and/or ability to retain any Award; and

(xiv) To

take any other actions deemed necessary or advisable for the administration of the Plan.

Subject to the requirements of applicable law,

the Committee may designate persons other than members of the Committee to carry out its responsibilities and may prescribe such conditions

and limitations as it may deem appropriate, except that the Committee may not delegate its authority with regard to the selection for

participation of or the granting of Awards under the Plan to persons subject to Section 16 of the Exchange Act. All decisions, interpretations

and other actions of the Committee shall be final and binding on all Participants and all persons deriving their rights from a Participant.

No member of the Committee shall be liable for any action that he has taken or has failed to take in good faith with respect to the Plan

or any Award under the Plan.

section

4 ELIGIBILITY.

(a) General

Rule. Only Employees, Consultants and Outside Directors shall be eligible for the grant of Awards. Only common-law employees of the

Company, a Parent or a Subsidiary shall be eligible for the grant of ISOs.

(b) Ten-Percent

Stockholders. An Employee who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company,

a Parent or Subsidiary shall not be eligible for the grant of an ISO unless such grant satisfies the requirements of Section 422(c)(5)

of the Code.

Rules. For purposes of Section 4(b) above, in determining stock ownership, an Employee shall be deemed to own the stock owned, directly

or indirectly, by or for such Employee’s brothers, sisters, spouse, ancestors and lineal descendants. Stock owned, directly or indirectly,

by or for a corporation, partnership, estate or trust shall be deemed to be owned proportionately by or for its stockholders, partners

or beneficiaries.

(d) Outstanding

Stock. For purposes of Section 4(b) above, “outstanding stock” shall include all stock actually issued and outstanding

immediately after the grant. “Outstanding stock” shall not include shares authorized for issuance under outstanding options

held by the Employee or by any other person.

(e) Grants

to Outside Directors.

(i) No person

shall have any discretion to select which Outside Directors shall be granted Awards or to determine the number of Shares to be covered

by Awards granted to Outside Directors, provided that (a) the Board may establish by resolution the number of Shares subject to

Awards and the terms of such Awards that may be granted to each Outside Director at the first meeting of the Board following each annual

meeting of stockholders for each year in which he or she serves on the Board (any Awards so established are referred to herein as “Annual

Director Awards”); and (b) a disinterested majority of the Board may authorize Awards for additional Shares having such terms as

shall be determined by such disinterested majority of the Board to any Outside Director serving as a Committee chairperson or providing

other extraordinary service to the Board. Each Award granted under this Section 4(e)(i) shall become vested if a Change in Control occurs

with respect to the Company during the Outside Director’s Service.

(ii) Each

Outside Director shall receive a grant of an Award having such terms as shall be determined by the Board upon his or her initial appointment

or election to the Board. Each Award granted under this Section 4(e)(ii) shall become vested if a Change in Control occurs with respect

to the Company during the Outside Director’s Service.

(iii) In

the event that any Annual Director Award granted under this Section 4(e) would cause the number of Shares subject to outstanding Awards

plus the number of Shares previously purchased under Awards to exceed the total number of authorized Shares then available under the Plan,

then the remaining Shares available for Awards shall be granted under Annual Director Awards to the Outside Directors on a pro rata basis.

No further grants shall be made until such time, if any, as additional Shares become available for grant under the Plan through action

of the Board and, if required, the stockholders to increase the number of Shares which may be issued under the Plan or through cancellation

or expiration of Awards previously granted hereunder.

section

5 STOCK SUBJECT TO PLAN.

(a) Basic

Limitation. Shares offered under the Plan shall be authorized but unissued Shares or treasury Shares. The aggregate number of Shares

authorized for issuance as Awards under the Plan shall not exceed 4,082,237 Shares (the “Share Limit”). The limitations of

this Section 5(a) shall be subject to adjustment pursuant to Section 12. The number of Shares that are subject to Awards outstanding at

any time under the Plan shall not exceed the number of Shares which then remain available for issuance under the Plan. The Company, during

the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.

(b) Additional

Shares. If Restricted Shares or Shares issued upon the exercise of Options are forfeited, then such Shares shall again become available

for Awards under the Plan. If Restricted Stock Units, Options or SARs are forfeited or terminate for any other reason before being exercised

or settled, then the corresponding Shares shall again become available for Awards under the Plan. If Restricted Stock Unit are settled,

then only the number of Shares (if any) actually issued in settlement of such Restricted Stock Unit shall reduce the number available

under Section 5(a) and the balance shall again become available for Awards under the Plan. The full number of SARs settled shall be counted

against the number of Shares available for award under the Plan, regardless of the number of Shares actually issued in settlement of such

SARs. Notwithstanding the foregoing, the number of Shares that may be delivered in the aggregate pursuant to the exercise of ISOs granted

under the Plan shall not exceed the Share Limit, as adjusted pursuant to Section 12, plus, to the extent allowable under Section 422 of

the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to

this Section 5(b).

and Assumption of Awards. The Committee may make Awards under the Plan by assumption, substitution or replacement of stock options,

stock appreciation rights, Restricted Stock Units or similar awards granted by another entity (including a Parent or Subsidiary), if such

assumption, substitution or replacement is in connection with an asset acquisition, stock acquisition, merger, consolidation or similar

transaction involving the Company (and/or its Parent or Subsidiary) and such other entity (and/or its affiliate). The terms of such assumed,

substituted or replaced Awards shall be as the Committee, in its discretion, determines is appropriate, notwithstanding limitations on

Awards in the Plan. Any such substitute or assumed Awards shall not count against the Share limitation set forth in Section 5(a) (nor

shall Shares subject to such Awards be added to the Shares available for Awards under the Plan as provided in Section 5(b) above), except

that Shares acquired by exercise of substitute ISOs will count against the maximum number of Shares that may be issued pursuant to the

exercise of ISOs under the Plan.

section

6 RESTRICTED SHARES.

(a) Restricted

Share Award Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Share Award Agreement between

the Participant and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any

other terms that are not inconsistent with the Plan. The provisions of the various Restricted Share Award Agreements entered into under

the Plan need not be identical.

(b) Payment

for Awards. Restricted Shares may be sold or awarded under the Plan for such consideration as the Committee may determine, including

(without limitation) cash, cash equivalents, full-recourse promissory notes, past services and future services.

Each Award of Restricted Shares may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction

of the conditions specified in the Restricted Share Award Agreement. A Restricted Share Award Agreement may provide for accelerated vesting

in the event of the Participant’s death, Disability or retirement or other events. The Committee may determine, at the time of granting

Restricted Shares or thereafter, that all or part of such Restricted Shares shall become vested in the event that a Change in Control

occurs with respect to the Company.

(d) Voting

and Dividend Rights. The holders of Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights

as the Company’s other stockholders. A Restricted Share Award Agreement, however, may require that the holders of Restricted Shares

invest any cash dividends received in additional Restricted Shares. Such additional Restricted Shares and other dividends or distributions

with respect to the Restricted Shares shall be subject to the same conditions and restrictions as the Award with respect to which the

dividends or distributions were paid.

(e) Restrictions

on Transfer of Shares. Restricted Shares shall be subject to such rights of repurchase, rights of first refusal or other restrictions

as the Committee may determine. Such restrictions shall be set forth in the applicable Restricted Share Award Agreement and shall apply

in addition to any general restrictions that may apply to all holders of Shares.

section

7 TERMS AND CONDITIONS OF OPTIONS.

(a) Stock

Option Award Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Award Agreement between the Participant

and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms

and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Stock Option Award

Agreement. The Stock Option Award Agreement shall specify whether the Option is an ISO or an NSO. The provisions of the various Stock

Option Award Agreements entered into under the Plan need not be identical.

(b) Number

of Shares. Each Stock Option Award Agreement shall specify the number of Shares that are subject to the Option and shall provide for

the adjustment of such number in accordance with Section 12.

Price. Each Stock Option Award Agreement shall specify the Exercise Price. The Exercise Price of an ISO shall not be less than 100%

of the Fair Market Value of a Share on the date of grant, except as otherwise provided in 4(b), and the Exercise Price of an NSO shall

not be less than 100% of the Fair Market Value of a Share on the date of grant. Notwithstanding the foregoing, Options may be granted

with an Exercise Price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a transaction described in,

and in a manner consistent with, Section 424(a) of the Code. Subject to the foregoing in this Section 7(c), the Exercise Price under any

Option shall be determined by the Committee in its sole discretion. The Exercise Price shall be payable in one of the forms described

in Section 8.

(d) Withholding

Taxes. As a condition to the exercise of an Option, the Participant shall make such arrangements as the Committee may require for

the satisfaction of any federal, state, local or non-U.S. withholding tax obligations that may arise in connection with such exercise.

The Participant shall also make such arrangements as the Committee may require for the satisfaction of any federal, state, local or non-U.S.

withholding tax obligations that may arise in connection with the disposition of Shares acquired by exercising an Option.

(e) Exercisability

and Term. Each Stock Option Award Agreement shall specify the date when all or any installment of the Option is to become exercisable.

The Stock Option Award Agreement shall also specify the term of the Option; provided that the term of an ISO shall in no event exceed

10 years from the date of grant (five years for ISOs granted to Employees described in Section 4(b)). A Stock Option Award Agreement may

provide for accelerated exercisability in the event of the Participant’s death, Disability, or retirement or other events and may

provide for expiration prior to the end of its term in the event of the termination of the Participant’s Service. Options may be

awarded in combination with SARs, and such an Award may provide that the Options will not be exercisable unless the related SARs are forfeited.

Subject to the foregoing in this Section 7(e), the Committee in its sole discretion shall determine when all or any installment of an

Option is to become exercisable and when an Option is to expire.

(f) Exercise

of Options. Each Stock Option Award Agreement shall set forth the extent to which the Participant shall have the right to exercise

the Option following termination of the Participant’s Service with the Company and its Subsidiaries, and the right to exercise the

Option of any executors or administrators of the Participant’s estate or any person who has acquired such Option(s) directly from

the Participant by bequest or inheritance. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform

among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.

(g) Effect

of Change in Control. The Committee may determine, at the time of granting an Option or thereafter, that such Option shall become

exercisable as to all or part of the Shares subject to such Option in the event that a Change in Control occurs with respect to the Company.

(h) No

Rights as a Stockholder. A Participant shall have no rights as a stockholder with respect to any Shares covered by his Option until

the date of issuance of such Shares. No adjustments shall be made except as provided in Section 11.

(i) Modification,

Extension and Renewal of Options. Within the limitations of the Plan, the Committee may modify, extend or renew outstanding options

or may accept the cancellation of outstanding options (to the extent not previously exercised), whether or not granted hereunder, in return

for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price, or in return

for the grant of a different Award for the same or a different number of Shares; provided, however, that other than in connection with

an adjustment of Awards pursuant to Section 11, the Committee may not modify outstanding Options to lower the Exercise Price nor may the

Committee accept the cancellation of outstanding underwater Options in return for cash or the grant of new Options or SARs with a lower

Exercise Price or other Awards, unless such action has been approved by the Company’s stockholders. The foregoing notwithstanding,

no modification of an Option shall, without the consent of the Participant, materially impair his or her rights or obligations under such

Option.

(j) Restrictions

on Transfer of Shares. Any Shares issued upon exercise of an Option shall be subject to such special forfeiture conditions, rights

of repurchase, rights of first refusal and other transfer restrictions as the Committee may determine. Such restrictions shall be set

forth in the applicable Stock Option Award Agreement and shall apply in addition to any general restrictions that may apply to all holders

of Shares.

(k) Buyout

Provisions. Except with respect to an Option whose Exercise Price exceeds the Fair Market Value of the Shares subject to the Option,

the Committee may at any time (i) offer to buy out for a payment in cash or cash equivalents an Option previously granted or (ii) authorize

a Participant to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions

as the Committee shall establish.

section

8 PAYMENT FOR SHARES.

(a) General

Rule. The entire Exercise Price or Purchase Price of Shares issued under the Plan shall be payable in lawful money of the United States

of America at the time when such Shares are purchased, except as provided in Section 8(b) through Section 8(h) below.

(b) Surrender

of Stock. To the extent that a Stock Option Award Agreement so provides, payment may be made all or in part by surrendering, or attesting

to the ownership of, Shares which have already been owned by the Participant or his or her representative. Such Shares shall be valued

at their Fair Market Value on the date when the new Shares are purchased under the Plan. The Participant shall not surrender, or attest

to the ownership of, Shares in payment of the Exercise Price if such action would cause the Company to recognize compensation expense

(or additional compensation expense) with respect to the Option for financial reporting purposes.

Rendered. At the discretion of the Committee, Shares may be awarded under the Plan in consideration of services rendered to the Company

or a Subsidiary. If Shares are awarded without the payment of a Purchase Price in cash, the Committee shall make a determination (at the

time of the Award) of the value of the services rendered by the Participant and the sufficiency of the consideration to meet the requirements

of Section 6(b).

(d) Cashless

Exercise. To the extent that a Stock Option Award Agreement so provides, payment may be made all or in part by delivery (on a form

prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale

proceeds to the Company in payment of the aggregate Exercise Price.

(e) Exercise/Pledge.

To the extent that a Stock Option Award Agreement so provides, payment may be made all or in part by delivery (on a form prescribed by

the Committee) of an irrevocable direction to a securities broker or lender to pledge Shares, as security for a loan, and to deliver all

or part of the loan proceeds to the Company in payment of the aggregate Exercise Price.

(f) Net

Exercise. To the extent that a Stock Option Award Agreement so provides, by a “net exercise” arrangement pursuant to which

the number of Shares issuable upon exercise of the Option shall be reduced by the largest whole number of Shares having an aggregate Fair

Market Value that does not exceed the aggregate Exercise Price (plus tax withholdings, if applicable) and any remaining balance of the

aggregate Exercise Price (and/or applicable tax withholdings) not satisfied by such reduction in the number of whole Shares to be issued

shall be paid by the Participant in cash or any other form of payment permitted under the Stock Option Agreement.

(g) Promissory

Note. To the extent that a Stock Option Award Agreement or Restricted Share Award Agreement so provides, payment may be made all or

in part by delivering (on a form prescribed by the Company) a full-recourse promissory note.

(h) Other

Forms of Payment. To the extent that a Stock Option Award Agreement or Restricted Share Award Agreement so provides, payment may be

made in any other form that is consistent with applicable laws, regulations and rules.

(i) Limitations

under Applicable Law. Notwithstanding anything herein or in a Stock Option Award Agreement or Restricted Share Award Agreement to

the contrary, payment may not be made in any form that is unlawful, as determined by the Committee in its sole discretion.

section

9 STOCK APPRECIATION RIGHTS.

(a) SAR

Award Agreement. Each grant of a SAR under the Plan shall be evidenced by a SAR Award Agreement between the Participant and the Company.

Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the

Plan. The provisions of the various SAR Award Agreements entered into under the Plan need not be identical.

(b) Number

of Shares. Each SAR Award Agreement shall specify the number of Shares to which the SAR pertains and shall provide for the adjustment

of such number in accordance with Section 12.

Price. Each SAR Award Agreement shall specify the Exercise Price. The Exercise Price of a SAR shall not be less than 100% of the Fair

Market Value of a Share on the date of grant. Notwithstanding the foregoing, SARs may be granted with an Exercise Price of less than 100%

of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section

424(a) of the Code. Subject to the foregoing in this Section 9(c), the Exercise Price under any SAR shall be determined by the Committee

in its sole discretion.

(d) Exercisability

and Term. Each SAR Award Agreement shall specify the date when all or any installment of the SAR is to become exercisable. The SAR

Award Agreement shall also specify the term of the SAR. A SAR Award Agreement may provide for accelerated exercisability in the event

of the Participant’s death, Disability or retirement or other events and may provide for expiration prior to the end of its term

in the event of the termination of the Participant’s Service. SARs may be awarded in combination with Options, and such an Award

may provide that the SARs will not be exercisable unless the related Options are forfeited. A SAR may be included in an ISO only at the

time of grant but may be included in an NSO at the time of grant or thereafter. A SAR granted under the Plan may provide that it will

be exercisable only in the event of a Change in Control.

(e) Effect

of Change in Control. The Committee may determine, at the time of granting a SAR or thereafter, that such SAR shall become fully exercisable

as to all Common Shares subject to such SAR in the event that a Change in Control occurs with respect to the Company.

(f) Exercise

of SARs. Upon exercise of a SAR, the Participant (or any person having the right to exercise the SAR after his or her death) shall

receive from the Company (i) Shares, (ii) cash or (iii) a combination of Shares and cash, as the Committee shall determine. The amount

of cash and/or the Fair Market Value of Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by which

the Fair Market Value (on the date of surrender) of the Shares subject to the SARs exceeds the Exercise Price.

(g) Modification,

Extension or Assumption of SARs. Within the limitations of the Plan, the Committee may modify, extend or assume outstanding SARs or

may accept the cancellation of outstanding SARs (whether granted by the Company or by another issuer) in return for the grant of new SARs

for the same or a different number of Shares and at the same or a different Exercise Price, or in return for the grant of a different

Award for the same or a different number of Shares; provided, however, that other than in connection with an adjustment of Awards pursuant

to Section 11, the Committee may not modify outstanding SARs to lower the Exercise Price nor may the Committee accept the cancellation

of outstanding underwater SARS in return for cash or the grant of new Options or SARs with a lower Exercise Price or other Awards, unless

such action has been approved by the Company’s stockholders. The foregoing notwithstanding, no modification of a SAR shall, without

the consent of the holder, materially impair his or her rights or obligations under such SAR.

(h) Buyout

Provisions. Except with respect to a SAR whose Exercise Price exceeds the Fair Market Value of the Shares subject to the SAR, the

Committee may at any time (i) offer to buy out for a payment in cash or cash equivalents a SAR previously granted, or (ii) authorize a

Participant to elect to cash out a SAR previously granted, in either case at such time and based upon such terms and conditions as the

Committee shall establish.

section

10 RESTRICTED STOCK UNITS.

(a) Restricted

Stock Unit Award Agreement. Each grant of Restricted Stock Units under the Plan shall be evidenced by a Restricted Stock Unit Award

Agreement between the Participant and the Company. Such Restricted Stock Units shall be subject to all applicable terms of the Plan and

may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock Unit Award Agreements

entered into under the Plan need not be identical.

(b) Payment

for Awards. To the extent that an Award is granted in the form of Restricted Stock Units, no cash consideration shall be required

of the Award recipients.

Conditions. Each Award of Restricted Stock Units may or may not be subject to vesting. Vesting shall occur, in full or in installments,

upon satisfaction of the conditions specified in the Restricted Stock Unit Award Agreement. A Restricted Stock Unit Award Agreement may

provide for accelerated vesting in the event of the Participant’s death, Disability or retirement or other events. The Committee

may determine, at the time of granting Restricted Stock Units or thereafter, that all or part of such Restricted Stock Units shall become

vested in the event that a Change in Control occurs with respect to the Company.

(d) Voting

and Dividend Rights. The holders of Restricted Stock Units shall have no voting rights. Prior to settlement or forfeiture, any Restricted

Stock Unit awarded under the Plan may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right

entitles the holder to be credited with an amount equal to all dividends paid on one Share while the Restricted Stock Unit is outstanding.

Dividend equivalents may be converted into additional Restricted Stock Units. Settlement of dividend equivalents may be made in the form

of cash, in the form of Shares, or in a combination of both. Any dividend equivalents shall be subject to the same conditions and restrictions

(including without limitation, any forfeiture conditions) as the Restricted Stock Units to which they attach.

(e) Form

and Time of Settlement of Restricted Stock Units. Settlement of vested Restricted Stock Units may be made in the form of (i) cash,

(ii) Shares or (iii) any combination of both, as determined by the Committee. The actual number of Restricted Stock Units eligible for

settlement may be larger or smaller than the number included in the original Award, based on predetermined performance factors. Methods

of converting Restricted Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of Shares

over a series of trading days. A Restricted Stock Unit Award Agreement may provide that vested Restricted Stock Units may be settled in

a lump sum or in installments. A Restricted Stock Unit Award Agreement may provide that the distribution may occur or commence when all

vesting conditions applicable to the Restricted Stock Units have been satisfied or have lapsed, or it may be deferred to any later date,

subject to compliance with Section 409A. The amount of a deferred distribution may be increased by an interest factor or by dividend equivalents.

Until an Award of Restricted Stock Units is settled, the number of such Restricted Stock Units shall be subject to adjustment pursuant

to Section 12.

(f) Death

of Participant. Any Restricted Stock Unit Award that becomes payable after the Participant’s death shall be distributed to the

Participant’s beneficiary or beneficiaries. Each recipient of a Restricted Stock Unit Award under the Plan shall designate one or

more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing

the prescribed form with the Company at any time before the Participant’s death. If no beneficiary was designated or if no designated

beneficiary survives the Participant, then any Restricted Stock Units Award that becomes payable after the Participant’s death shall

be distributed to the Participant’s estate.

(g) Creditors’

Rights. A holder of Restricted Stock Units shall have no rights other than those of a general creditor of the Company. Restricted

Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Restricted

Stock Unit Award Agreement.

section

11 ADJUSTMENT OF SHARES.

(a) Adjustments.

In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a declaration of a dividend payable

in a form other than Shares in an amount that has a material effect on the price of Shares, a combination or consolidation of the outstanding

Stock (by reclassification or otherwise) into a lesser number of Shares, a recapitalization, a spin-off or a similar occurrence, the Committee

shall make appropriate and equitable adjustments in:

(i) The

number of Shares available for future Awards and the limitations set forth under Section 5(a);

(ii) The

number of Shares subject to formula grants and limitations set forth in Section 4(e);

(iii) The

number of Shares covered by each outstanding Award; and

(iv) The

Exercise Price under each outstanding Option and SAR.

(b) Dissolution

or Liquidation. To the extent not previously exercised or settled, Options, SARs and Restricted Stock Units shall terminate immediately

prior to the dissolution or liquidation of the Company.

and Other Corporate Transactions. In the event that the Company is a party to a merger or other consolidation, or in the event of

a transaction providing for the sale of all or substantially all of the Company’s stock or assets, or in the event of such other

corporate transaction such as a separation or reorganization, outstanding Awards shall be treated as the Board determines, in each case

without the Participant’s consent. Subject to compliance with Section 409A of the Code, the Board may provide, without limitation,

for one or more of the following: (i) the continuation of the outstanding Awards by the Company, if the Company is a surviving corporation;

(ii) the assumption, in whole or in part, of the outstanding Awards by the surviving corporation or a successor entity or its parent;

(iii) the substitution, in whole or in part, by the surviving corporation or a successor entity or its parent of its own awards for such

outstanding Awards; (iv) exercisability and settlement, in whole or in part, of outstanding Awards to the extent vested and exercisable

(if applicable) under the terms of the Award Agreement followed by the cancellation of such Awards (whether or not then vested or exercisable)

upon or immediately prior to the effectiveness of the transaction; or (v) settlement of the intrinsic value of the outstanding Awards

with payment made in cash or cash equivalents or property (including cash or property subject to deferred vesting and delivery consistent

with the vesting restrictions applicable to such Awards or the underlying Shares) followed by the cancellation of such Awards (whether

or not then vested or exercisable) (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Board

determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s

rights, then such Award may be terminated by the Company without payment). Any acceleration of payment of an amount that is subject to

Section 409A of the Code will be delayed, if necessary, until the earliest time that such payment would be permissible under Section 409A

without triggering any additional taxes applicable under Section 409A. The Company will have no obligation to treat all Awards, all Awards

held by a Participant, or all Awards of the same type, similarly.

(d) Reservation

of Rights. Except as provided in this Section 11, a Participant shall have no rights by reason of any subdivision or consolidation

of shares of stock of any class, the payment of any dividend or any other increase or decrease in the number of shares of stock of any

class. Any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not

affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Award.

The grant of an Award pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications,

reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all

or any part of its business or assets. In the event of any change affecting the Shares or the Exercise Price of Shares subject to an Award,

including a merger or other reorganization, for reasons of administrative convenience, the Company in its sole discretion may refuse to

permit the exercise of any Award during a period of up to 30 days prior to the occurrence of such event.

section

12 LEGAL AND REGULATORY REQUIREMENTS.

Shares shall not be issued under the Plan unless

the issuance and delivery of such Shares complies with (or is exempt from) all applicable requirements of law, including (without limitation)

the United States Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations

and the regulations of any stock exchange on which the Company’s securities may then be listed, and the Company has obtained the

approval or favorable ruling from any governmental agency which the Company determines is necessary or advisable. The Company shall not

be liable to a Participant or other persons as to: (a) the non-issuance or sale of Shares as to which the Company has not obtained from

any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and

sale of any Shares under the Plan; and (b) any tax consequences expected, but not realized, by any Participant or other person due to

the receipt, exercise or settlement of any Award granted under the Plan.

section

13 TAXES.

(a) Withholding

Taxes. To the extent required by applicable federal, state, local or non-U.S. law, a Participant or his or her successor shall make

arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan.

The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied.

(b) Share

Withholding. The Committee may permit a Participant to satisfy all or part of his or her withholding or income tax obligations by

having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering all or a portion

of any Shares that he or she previously acquired. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise

would be withheld in cash. In no event may a Participant have Shares withheld that would otherwise be issued to him or her in excess of

the number necessary to satisfy the maximum legally required tax withholding.

409A. Each Award that provides for “nonqualified deferred compensation” within the meaning of Section 409A shall be subject

to such additional rules and requirements as specified by the Committee from time to time in order to comply with Section 409A. If any

amount under such an Award is payable upon a “separation from service” (within the meaning of Section 409A) to a Participant

who is then considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior

to the date that is the earlier of (i) six months and one day after the Participant’s separation from service, or (ii) the Participant’s

death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional

tax imposed pursuant to Section 409A. In addition, the settlement of any such Award may not be accelerated except to the extent permitted

by Section 409A.

section

14 OTHER PROVISIONS APPLICABLE TO AWARDS.

(a) Transferability.

Unless the agreement evidencing an Award (or an amendment thereto authorized by the Committee) expressly provides otherwise, no Award

granted under the Plan, nor any interest in such Award, may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred

in any manner (prior to the vesting and lapse of any and all restrictions applicable to Shares issued under such Award), other than by

will or the laws of descent and distribution; provided, however, that an ISO may be transferred or assigned only to the extent consistent

with Section 422 of the Code. Any purported assignment, transfer or encumbrance in violation of this Section 18 shall be void and unenforceable

against the Company.

(b) Recoupment.

In the event that the Company is required to prepare restated financial results owing to an executive officer’s intentional misconduct

or grossly negligent conduct, the Board of Directors (or a designated committee) shall have the authority, to the extent permitted by

applicable law, to require reimbursement or forfeiture to the Company of the amount of bonus or incentive compensation (whether cash-based

or equity-based) such executive officer received during the three fiscal years preceding the year the restatement is determined to be

required, to the extent that such bonus or incentive compensation exceeds what the officer would have received based on an applicable

restated performance measure or target. The Company will recoup incentive-based compensation from executive officers to the extent required

under the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules, regulations and listing standards that may be issued

under that act. Any right of recoupment under this policy will be in addition to, and not in lieu of, any other rights of recoupment that

may be available to the Company.

section

15 PERFORMANCE BASED AWARDS.

The number of Shares or other benefits granted,

issued, retainable and/or vested under an Award may be made subject to the attainment of performance goals. The Committee may utilize

any performance criteria selected by it in its sole discretion to establish performance goals.

section

16 NO EMPLOYMENT RIGHTS.

No provision of the Plan, nor any Award granted

under the Plan, shall be construed to give any person any right to become, to be treated as, or to remain an Employee or Consultant. The

Company and its Subsidiaries reserve the right to terminate any person’s Service at any time and for any reason, with or without

notice.

section

17 DURATION AND AMENDMENTS.

(a) Term

of the Plan. The Plan, as set forth herein, shall come into existence on the date of its adoption by the Board of Directors; provided,

however, that no Award may be granted hereunder prior to the Effective Date. The Board of Directors may suspend or terminate the Plan

at any time. No ISOs may be granted after the tenth anniversary of the earlier of (i) the date the Plan is adopted by the Board of Directors,

or (ii) the date the Plan is approved the stockholders of the Company.

(b) Right

to Amend the Plan. The Board of Directors may amend the Plan at any time and from time to time. Rights and obligations under any Award

granted before amendment of the Plan shall not be materially impaired by such amendment, except with consent of the Participant. An amendment

of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations

or rules.

of Termination. No Awards shall be granted under the Plan after the termination thereof. The termination of the Plan shall not affect

Awards previously granted under the Plan.

section

18 AWARDS TO NON-U.S. PARTICIPANTS.

Awards may be granted to Participants who are non-United

States nationals or employed or providing services outside the United States, or both, on such terms and conditions different from those

applicable to Awards to Participants who are employed or providing services in the United States as may, in the judgment of the Committee,

be necessary or desirable to recognize differences in local law, tax policy or custom. The Committee also may impose conditions on the

exercise, vesting or settlement of Awards in order to minimize the Company’s obligation with respect to tax equalization for Participants

on assignments outside their home country.

section

19 GOVERNING LAW.

The Plan and each Award Agreement and all disputes

or controversies arising out of or relating to thereto shall be governed by, and construed in accordance with, the internal laws of California,

without regard to its conflicts of laws principles thereof.

section

20 SUCCESSORS AND ASSIGNS.

The terms of the Plan shall be binding upon and

inure to the benefit of the Company and any successor entity, including any successor entity contemplated by Section 11(c).

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

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Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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Data Type:

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