Form 8-K

8-K — Powerfleet, Inc.

Accession: 0001493152-26-042928

Filed: 2026-09-16

Period: 2026-09-16

CIK: 0001774170

SIC: 3669 (COMMUNICATIONS EQUIPMENT, NEC)

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

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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 16, 2026

POWERFLEET,

INC.

(Exact

Name of Registrant as Specified in its Charter)

Delaware

001-39080

83-4366463

(State

or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

123

Tice Boulevard, Woodcliff Lake, New Jersey

07677

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code (201) 996-9000

(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 (see General Instruction A.2. below):

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.01 per share

AIOT

The

Nasdaq Global Market

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 ☐

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.

September 16, 2026, the stockholders of Powerfleet, Inc. (the “Company”) approved and adopted an amendment (the “Plan

Amendment”) to the Company’s 2018 Incentive Plan, as amended (the “2018 Plan”), at its 2026 annual meeting of

stockholders (the “Annual Meeting”). A summary of the material terms of the 2018 Plan, as amended by the Plan Amendment,

is included under the heading “Proposal No. 4: Approval of an Amendment to the Powerfleet, Inc. 2018 Incentive Plan” in the

definitive proxy statement filed by the Company in connection with the Annual Meeting with the Securities and Exchange Commission on

July 29, 2026. The summary is qualified in its entirety by reference to the full text of the 2018 Plan, as amended by the Plan Amendment,

a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item

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

The

Company held the Annual Meeting on September 16, 2026. At the Annual Meeting, the Company’s stockholders were asked to vote upon:

The

election of four directors, each to serve until the Company’s 2027 annual meeting of stockholders and until their respective

successors are duly elected and qualified. The nominees for election were Michael Casey, Ian Jacobs, Andrew Martin and Steve Towe;

The

ratification of the appointment of Deloitte & Touche as the independent registered public accounting firm of the Company for

the fiscal year ending March 31, 2027;

advisory (non-binding) vote to approve the Company’s executive compensation; and

The

approval of the Plan Amendment.

The

results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 99,056,956

of the 134,023,082 shares of the Company’s common stock entitled to vote, were as follows:

The

election of each of Messrs. Casey, Jacobs, Martin and Towe as directors of the Company to serve until the 2027 annual meeting of

stockholders and until their respective successors are duly elected and qualified was approved as follows:

For

Withheld

Broker Non-Votes

Michael Casey

78,664,423

1,331,931

19,060,602

Ian Jacobs

66,936,911

13,059,443

19,060,602

Andrew Martin

77,276,560

2,719,794

19,060,602

Steve Towe

79,282,386

713,968

19,060,602

The

stockholders ratified the appointment of Deloitte & Touche as the Company’s independent registered public accounting firm

for the fiscal year ending March 31, 2027. The voting results were as follows:

For

Against

Abstain

Broker

Non-Votes

98,953,471

76,257

27,228

—

The

stockholders approved an advisory resolution on executive compensation. The voting results were as follows:

For

Against

Abstain

Broker

Non-Votes

78,166,408

1,665,813

164,133

19,060,602

The

stockholders approved the Plan Amendment. The voting results were as follows:

For

Against

Abstain

Broker

Non-Votes

75,415,953

4,463,721

116,680

19,060,602

Item

9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Powerfleet, Inc. 2018 Incentive Plan, as amended.

104

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

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.

POWERFLEET,

INC.

By:

/s/ Paul

Lalljie

Name:

Paul

Lalljie

Title:

Chief

Financial Officer

Date:

September 16, 2026

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

POWERFLEET,

INC.

2018

Incentive Plan

Article

Establishment and Purpose

1.1 Establishment

of the Plan. The Company has hereby established an incentive compensation plan as set forth in this document, as may be amended,

supplemented, restated or otherwise modified from time to time.

1.2 Purpose

of the Plan. The purpose of the Plan is to promote the success and enhance the value of the Company by linking the personal interests

of Participants to those of the Company’s stockholders, and by providing Participants with an incentive for outstanding performance.

1.3 Effective

Date of the Plan. The Plan is effective as of June 14, 2018 (the “Effective Date”). The Board approved the fifth

amendment of the Plan (the “Amendment”) on July 29, 2026, subject to approval by the Company’s stockholders

at the Company’s 2026 Annual Meeting on September 16, 2026 (the “Amendment Effective Date”) and shall remain

in effect as provided in Section 1.4. The Plan will be deemed to be approved by the stockholders if it receives the affirmative vote

of the holders of a majority of the shares of stock of the Company present or represented and entitled to vote at a meeting duly held

in accordance with the applicable provisions of the Company’s Bylaws. The I.D. Systems, Inc. 2015 Equity Compensation Plan and

the 2009 Non-Employee Director Equity Compensation Plan (the “Prior Plans”) shall be frozen on the date on which this

Plan is approved by the Company’s stockholders and no new awards shall be issued under the Prior Plans. With respect to outstanding

awards under the Prior Plans, the Prior Plans shall remain in place and any awards granted under the Prior Plans shall continue to be

subject to the terms of the Prior Plans and applicable Award Agreements (as defined below) (including any such terms that are intended

to survive the termination of the Prior Plans or the settlement of such Award (as defined below)) and shall remain in effect pursuant

to their terms.

1.4 Duration

of the Plan. Unless sooner terminated as provided herein, the Plan shall terminate ten (10) years from the Amendment Effective Date.

After the Plan is terminated, no Awards may be granted but Awards previously granted shall remain outstanding in accordance with their

applicable terms and conditions and the Plan’s terms and conditions.

Article

Definitions

Whenever

used in the Plan, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of

the word is capitalized:

2.1 “Affiliate”

means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled

by or is under common control with, the Person in question, including any subsidiary. As used herein, the term “control”

means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether

through ownership of voting securities, by contract or otherwise. As used herein, the term “subsidiary” means any corporation,

partnership, venture or other entity in which the Company holds, directly or indirectly, a fifty percent (50%) or greater ownership interest.

2.2 “Amendment”

has the meaning set forth in Section 1.3.

2.3 “Amendment

Effective Date” has the meaning set forth in Section 1.3.

2.4 “Applicable

Law” means any applicable law, including without limitation: (a) provisions of the Code, the Securities Act, the Exchange Act

and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations,

whether federal, state, local or foreign; and (c) rules of any securities exchange or automated quotation system on which the Shares

are listed, quoted or traded.

2.5 “Award”

means, individually or collectively, a grant or award under this Plan of Options, Stock Appreciation Rights, Restricted Stock (including

unrestricted Stock), Restricted Stock Units, Performance Stock Units, Performance Shares, Deferred Stock Awards, Other Stock-Based Awards,

Dividend Equivalent Awards and Performance Bonus Awards, in each case subject to the terms of the Plan.

2.6 “Award

Agreement” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee

which sets forth the terms and conditions of an Award. An Award Agreement may be in any electronic medium, may be limited to a notation

on the books and records of the Company and, with the approval of the Committee, need not be signed by a representative of the Company

or a Participant. In the event of any inconsistency between the Plan and an Award Agreement, the terms of the Plan shall govern.

2.7 “Beneficial

Owner” or “Beneficial Ownership” has the meaning ascribed to such term in Rule 13d-3 under the Exchange

Act.

2.8 “Board”

or “Board of Directors” means the Company’s Board of Directors.

2.9 “Cause”

means (i) conviction of, or the entry of a plea of guilty or no contest to, a felony or any other crime that causes the Company or its

Affiliates public disgrace or disrepute, or materially and adversely affects the Company’s or its Affiliates’ operations

or financial performance or the relationship the Company has with its customers, (ii) gross negligence or willful misconduct with respect

to the Company or any of its Affiliates, including, without limitation fraud, embezzlement, theft or proven dishonesty in the course

of his or her employment; (iii) refusal to perform any lawful, material obligation or fulfill any duty (other than any duty or obligation

of the type described in clause (v) below) to the Company or its Affiliates (other than due to a Disability), which refusal, if curable,

is not cured within 10 days after delivery of written notice thereof; (iv) material breach of any agreement with or duty owed to the

Company or any of its Affiliates, which breach, if curable, is not cured within 10 days after the delivery of written notice thereof;

or (v) any breach of any obligation or duty to the Company or any of its Affiliates (whether arising by statute, common law or agreement)

relating to confidentiality, noncompetition, nonsolicitation or proprietary rights. 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

that employment agreement, consulting agreement or other agreement.

2.10 “Change

in Control” shall be deemed to have occurred if:

(a) any

Person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned

directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company,

becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total

voting power represented by the Company’s then outstanding voting securities;

(b) during

any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company

and any new Director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved

by a vote of a majority of the Directors then still in office who either were Directors at the beginning of the period or whose election

or nomination for election was previously so approved, cease for any reason to constitute a majority thereof;

consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would

result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding

or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented

by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

(d) the

stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the

Company of all or substantially all the Company’s assets.

Notwithstanding

the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides

for the deferral of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional

taxes under Section 409A of the Code, the transaction or event described in subsection (a), (b), (c) or (d) with respect to such Award

(or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also

constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

The

Committee shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change

in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters

relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change

in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.

2.11 “Code”

means the Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations issued thereunder.

2.12 “Committee”

has the meaning set forth in Section 3.1.

2.13 “Company”

means Powerfleet, Inc., a Delaware corporation.

2.14 “Consultant”

means any consultant or advisor who renders bona fide services to the Company or an Affiliate, other than as an Employee or Director,

provided that such services are not 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 or its Affiliates’ securities.

2.15 “Deferred

Stock” means a right to receive a specified number of shares of Stock during specified time periods pursuant to Article

2.16 “Director”

means a member of the Board.

2.17 “Disability”

means, unless otherwise determined by the Committee in the applicable Award Agreement, absence of an Employee from work under the relevant

Company or Subsidiary long term disability plan; provided, however, that to entitle a Participant to an extended exercise period for

an Incentive Stock Option, the Participant must be described in Section 22(e)(3) of the Code. Notwithstanding the foregoing, for Awards

subject to Section 409A of the Code, Disability shall mean that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the

Code.

2.18 “Dividend

Equivalent” means a right granted to a Participant pursuant to Article 9 to receive the equivalent value (in cash or

Stock) of dividends paid on Stock.

2.19 “Effective

Date” has the meaning set forth in Section 1.3.

2.20 “Eligible

Person” means any person who is an employee, officer, director, consultant, advisor or other individual service provider of

the Company or any Affiliate, or any person who is determined by the Committee to be a prospective employee, officer, director, consultant,

advisor or other individual service provider of the Company or any Affiliate.

2.21 “Employee”

means any person employed by the Company, its Affiliates and/or Subsidiaries; provided, that, for purposes of determining

eligibility to receive Incentive Stock Options, an Employee shall mean an employee of the Company or a parent or subsidiary corporation

within the meaning of Section 424 of the Code. Mere service as a Director or payment of a director’s fee by the Company or an Affiliate

shall not be sufficient to constitute “employment” by the Company or an Affiliate.

2.22 “Exchange

Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor Act thereto.

2.23 “Exercise

Price” means the price at which a Share may be purchased by a Participant pursuant to an Option, as determined by the Committee.

2.24 “Fair

Market Value” or “FMV” means, as of any date, the value of Stock determined as follows:

(a) If

the Stock is listed on one or more established stock exchanges or national market systems, including, without limitation, The Nasdaq

Global Select Market, The Nasdaq Global Market or The Nasdaq Capital Market of The Nasdaq Stock Market LLC, its Fair Market Value shall

be the closing sales price for such Stock (or the closing bid, if no sales were reported) as quoted on the principal exchange or system

on which the Stock is listed (as determined by the Committee) on the date of determination (or, if no closing sales price or closing

bid was reported on that date, as applicable, on the last immediately preceding trading date such closing sales price or closing bid

was reported), as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(b) If

the Stock is regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized securities dealer,

its Fair Market Value shall be the closing sales price for such Stock as quoted on such system or by such securities dealer on the date

of determination, but if selling prices are not reported, the Fair Market Value of a share of Stock shall be the mean between the high

bid and low asked prices for the Stock on the date of determination (or, if no such prices were reported on that date, on the last date

such prices were reported), as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

the absence of an established market for the Stock of the type described in (a) and (b), above, the Fair Market Value thereof shall be

determined by the Committee in good faith using any reasonable method of valuation, which method may be set forth with greater specificity

in the Award Agreement, (and, to the extent necessary or advisable, in a manner consistent with Section 409A of the Code and Section

422 of the Code for Incentive Stock Options), which determination shall be conclusive and binding on all interested parties. Such reasonable

method may be determined by reference to (i) the placing price of the latest private placement of the Shares and the development of the

Company’s business operations and the general economic and market conditions since such latest private placement; (ii) other third

party transactions involving the Shares and the development of the Company’s business operation and the general economic and market

conditions since such sale; (iii) an independent valuation of the Shares (by a qualified valuation expert) or (iv) such other methodologies

or information as the Committee determines to be indicative of Fair Market Value.

2.25 “Good

Reason” means, unless the applicable Award Agreement states otherwise, (i) if an Employee or Consultant is a party to an employment

or service agreement with the Company or its Affiliates and such agreement provides for a definition of “good reason,” the

definition contained therein, or (ii) if no such agreement exists or if such agreement does not define “good reason,” in

connection with a Termination of Employment by a Participant within one (1) year following a Change in Control, (1) a material adverse

alteration in the Participant’s position or in the nature or status of the Participant’s responsibilities from those in effect

immediately prior to the Change in Control, or (2) any material reduction in the Participant’s base salary rate or target annual

bonus, in each case as in effect immediately prior to the Change in Control, or (3) the relocation of the Participant’s principal

place of employment to a location that is more than fifty (50) miles from the location where the Participant was principally employed

at the time of the Change in Control or materially increases the time of the Participant’s commute as compared to the Participant’s

commute at the time of the Change in Control (except for required travel on the Company’s business to an extent substantially consistent

with the Participant’s customary business travel obligations in the ordinary course of business prior to the Change in Control).

order to invoke a Termination of Employment for Good Reason, a Participant must provide written notice to the Company or the Employer

with respect to which the Participant is employed or providing services of the existence of one or more of the conditions constituting

Good Reason within ninety (90) days following the Participant’s knowledge of the initial existence of such condition or conditions,

specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have thirty (30) days following receipt

of such written notice (the “Cure Period”) during which it may remedy the condition. In the event that the Company

or the Employer fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Participant’s “separation

from service” (within the meaning of Section 409A of the Code) must occur, if at all, within one (1) year following such Cure Period

in order for such termination as a result of such condition to constitute a Termination of Employment for Good Reason.

2.26 “Incentive

Stock Option” means an Option that is intended to qualify as an “incentive stock option” within the meaning of

Section 422 of the Code and that meets the requirements set out in the Plan.

2.27 “Insider”

means an individual who is, on the relevant date, an officer, director, or ten percent (10%) beneficial owner of the Company, as those

terms are defined under Section 16 of the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act.

2.28 “Non-Employee

Director” means a member of the Board who is not an Employee of the Company.

2.29 “Non-Qualified

Stock Option” means an Option that, by its terms, does not qualify or is not intended to qualify as an Incentive Stock Option.

2.30 “Option”

means the right to purchase Stock granted to a Participant in accordance with Article 6. Options granted under the Plan may be

Non-Qualified Stock Options, Incentive Stock Options or a combination thereof.

2.31 “Other

Stock-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of the Plan, granted

pursuant to Article 9.

2.32 “Participant”

means an Eligible Person to whom an Award is granted under the Plan.

2.33 “Performance

Goal” means any goals established by the Committee pursuant to an Award.

2.34 “Performance

Period” means one or more periods of time, which may be of varying and overlapping durations, as the Committee may select,

over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right

to, and the payment of, Performance Stock Units and Performance Shares.

2.35 “Performance

Stock Unit” and “Performance Share” each mean an Award granted to an Employee pursuant to Article 9

herein.

2.36 “Permitted

Transferee” shall mean, with respect to a Participant, any “family member” of the Participant, as defined in the

General Instructions to Form S-8 Registration Statement under the Securities Act (or any successor form thereto), or to any other transferee

specifically approved by the Committee after taking in to account Applicable Law, but excluding any third-party financial institutions.

2.37 “Person”

has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including

a “group” as defined in Section 13(d) thereof.

2.38 “Plan”

means this Powerfleet, Inc. 2018 Incentive Plan, as it may be amended, supplemented, restated or otherwise modified from time to time.

2.39 “Prior

Plans” has the meaning set forth in Section 1.3.

2.40 “Restricted

Stock” means Stock awarded to a Participant pursuant to Article 8 as to which the Restriction Period has not lapsed.

2.41 “Restricted

Stock Unit” means an Award granted pursuant to Section 8.9 as to which the Restriction Period has not lapsed.

2.42 “Restriction

Period” means the period when Restricted Stock or Restricted Stock Units are subject to a “substantial risk of forfeiture”

within the meaning of Section 83 of the Code (based on the passage of time, the achievement of performance goals, or upon the occurrence

of other events as determined by the Committee, in its discretion), as provided in Article 8.

2.43 “Securities

Act” means the Securities Act of 1933, as amended.

2.44 “Share”

means a share of Stock of the Company.

2.45 “Stock”

means the common stock of the Company, par value $0.01 per share.

2.46 “Stock

Appreciation Right” or “SAR” means a right granted pursuant to Article 9 to receive an amount payable

in cash or Shares equal to the excess of (i) the Fair Market Value of a specified number of Shares on the date the SAR is exercised over

(ii) the Fair Market Value of such Shares on the date the SAR was granted as set forth in the applicable Award Agreement.

2.47 “Subsidiary”

means any corporation, partnership, venture, unincorporated association or other entity in which the Company holds, directly or indirectly,

a fifty percent (50%) or greater ownership interest, provided, however, that with respect to an Incentive Stock Option, a Subsidiary

must be a corporation. The Committee may, at its sole discretion, designate, on such terms and conditions as the Committee shall determine,

any other corporation, partnership, limited liability company, venture, or other entity a Subsidiary for purposes of this Plan.

2.48 “Ten

Percent Owner” means a person who owns, or is deemed within the meaning of Section 422(b)(6) of the Code to own, stock possessing

more than 10% of the total combined voting power of all classes of stock of the Company (or any parent or subsidiary corporations of

the Company, as defined in Sections 424(e) and (f), respectively, of the Code). Whether a person is a Ten Percent Owner shall be determined

with respect to an Option based on the facts existing immediately prior to the grant date of the Option.

2.49 “Termination

of Employment” or a similar reference means the event where the Employee is no longer an Employee of the Company or of any

Subsidiary, including but not limited to where the employing company ceases to be a Subsidiary. With respect to any Participant who is

not an Employee, “Termination of Employment” shall mean cessation of the performance of services. With respect to any Award

that provides “non-qualified deferred compensation” within the meaning of Section 409A of the Code, “Termination of

Employment” shall mean a “separation from service” as defined under Section 409A of the Code. Military or sick leave

or other bona fide leave shall not be deemed a termination of employment, provided that it does not exceed the longer of three (3) months

or the period during which the absent Participant’s reemployment rights, if any, are guaranteed by statute or by contract.

2.50 “Treasury

Regulation” or “Treas. Reg.” means any regulation promulgated under the Code, as such regulation may be

amended from to time.

Article

Administration

3.1 Committee.

Except as otherwise provided herein, the Plan shall be administered by the Compensation Committee of the Board (the “Committee”).

Unless otherwise determined by the Board, the Committee shall consist solely of two or more members of the Board each of whom is (a)

a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act, and (b) an “independent director”

under the rules of the Nasdaq Stock Market (or any similar rule or listing requirement that may be applicable to the Company from time

to time); provided, that any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the

time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 3.1 or

otherwise provided in any charter of the Committee. Notwithstanding the foregoing: (a) the full Board, acting by a majority of its members

in office, shall conduct the general administration of the Plan with respect to all Awards granted to Non-Employee Directors and for

purposes of such Awards the term “Committee” as used in this Plan shall be deemed to refer to the Board and (b) the Committee

may delegate its authority hereunder to the extent permitted by Section 3.4. In its sole discretion, the Board may at any time

and from time to time exercise any and all rights and duties of the Committee under the Plan except with respect to matters which under

Rule 16b-3 under the Exchange Act, or any regulations or rules issued thereunder, are required to be determined in the sole discretion

of the Committee. Except as may otherwise be provided in any charter of the Committee, appointment of Committee members shall be effective

upon acceptance of appointment; Committee members may resign at any time by delivering written notice to the Board; and vacancies in

the Committee may only be filled by the Board.

3.2 Authority

of the Committee. Subject to the general purposes, terms and conditions of this Plan and Applicable Law, and to the direction of

the Board, the Committee shall have complete control over the administration of the Plan and shall have sole authority to (a) exercise

all of the powers granted to it under the Plan, (b) construe, interpret and implement the Plan, grant terms and grant notices, and all

Award Agreements, (c) prescribe, amend and rescind rules and regulations relating to the Plan, including rules governing its own operations,

(d) make all determinations necessary or advisable in administering the Plan, (e) correct any defect, supply any omission and reconcile

any inconsistency in the Plan, (f) amend the Plan to reflect changes in applicable law (whether or not the rights of the holder of any

Award are adversely affected, unless otherwise provided by the Committee), (g) grant Awards and determine who shall receive Awards, when

such Awards shall be granted and the terms and conditions of such Awards, including, but not limited to, conditioning the exercise, vesting,

payout or other term of condition of an Award on the achievement of Performance Goals, (h) unless otherwise provided by the Committee,

amend any outstanding Award in any respect, not materially adverse to the Participant, including, without limitation, to (1) accelerate

the time or times at which the Award becomes vested, unrestricted or may be exercised (and, in connection with such acceleration, the

Committee may provide that any Shares acquired pursuant to such Award shall be restricted Shares, which are subject to vesting, transfer,

forfeiture or repayment provisions similar to those in the Participant’s underlying Award), (2) accelerate the time or times at

which Shares are delivered under the Award (and, without limitation on the Committee’s rights, in connection with such acceleration,

the Committee may provide that any shares of Stock delivered pursuant to such Award shall be Restricted Shares, which are subject to

vesting, transfer, forfeiture or repayment provisions similar to those in the Participant’s underlying Award), or (3) waive or

amend any goals, restrictions or conditions applicable to such Award, or impose new goals, restrictions and (i) determine at any time

whether, to what extent and under what circumstances and method or methods (1) Awards may be (A) settled in cash, Shares, other securities,

other Awards or other property (in which event, the Committee may specify what other effects such settlement will have on the Participant’s

Award), (B) exercised or (C) canceled, forfeited or suspended, (2) Shares, other securities, cash, other Awards or other property and

other amounts payable with respect to an Award may be deferred either automatically or at the election of the Participant or of the Committee,

or (3) Awards may be settled by the Company or any of its Subsidiaries or any of its or their designees. No Award may be made under the

Plan after the tenth (10th) anniversary of the Amendment Effective Date.

3.3 Committee

Decisions Final. The act or determination of a majority of the Committee shall be the act or determination of the Committee and any

decision reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made by a majority

at a meeting duly held. The Committee may employ attorneys, consultants, accountants, agents, and other persons, any of whom may be an

Employee, and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions, or valuations

of any such persons. All actions taken and all interpretations and determinations made by the Committee pursuant to the provisions of

the Plan and all related orders or resolutions shall be final and binding upon the Participants, the Company, and all other interested

persons, including but not limited to the Company, its stockholders, Employees, Participants, and their estates and beneficiaries.

3.4 Delegation

of Authority. The Board or Committee may from time to time delegate to a committee of one or more members of the Board or one or

more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to this Article

3; provided, however, that in no event shall an officer of the Company be delegated the authority to grant Awards to, or amend Awards

held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act, or (b) officers of the Company

(or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation of administrative

authority shall only be permitted to the extent it is permissible under the Company’s Certificate of Incorporation, Bylaws and

Applicable Law. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the

time of such delegation or that are otherwise included in the applicable Organizational Documents, and the Board or Committee, as applicable,

may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section

3.4 shall serve in such capacity at the pleasure of the Board or the Committee, as applicable, and the Board or the Committee may

abolish any committee at any time and re-vest in itself any previously delegated authority.

3.5 Indemnification.

To the extent allowable pursuant to applicable law, each member of the Committee or of the Board shall be indemnified and held harmless

by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection

with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved

by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction

of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense,

to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification

shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Certificate

of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

Article

Shares Subject to the Plan

4.1 Number

of Shares. Subject to adjustment as provided in Sections 4.2 and 4.3, the aggregate number of Shares of Stock which

may be issued or transferred pursuant to Awards under the Plan shall be the sum of: (i) 25,900,000 shares, plus (ii) the number of shares

of common stock of the Company which remain available for grants of options or other awards under the Prior Plans as of the Effective

Date, plus (iii) the number of Shares that, after the Effective Date, would again become available for issuance pursuant to the reserved

share replenishment provisions of the Prior Plans as a result of, stock options issued thereunder expiring or becoming unexercisable

for any reason before being exercised in full, or, as a result of restricted stock being forfeited to the Company or repurchased by the

Company pursuant to the terms of the agreements governing such shares. The share replenishment provision of the immediately preceding

clause (iii) shall be effective regardless of whether the Prior Plans have terminated or remain in effect. Notwithstanding the foregoing,

in order that the applicable regulations under the Code relating to Incentive Stock Options be satisfied, the maximum number of shares

of Stock that may be delivered upon exercise of Incentive Stock Options shall be 25,900,000, as adjusted under Sections 4.2 and

4.3. Shares of Stock issued pursuant to the Plan may be either authorized but unissued Shares or Shares held by the Company in

its treasury.

4.2 Share

Accounting. Without limiting the discretion of the Committee under this section, the following rules will apply for purposes of the

determination of the number of Shares available for grant under the Plan or compliance with the foregoing limits:

(a) If

an outstanding Award for any reason expires or is terminated or canceled without having been exercised or settled in full, or if Shares

acquired pursuant to an Award subject to forfeiture are forfeited under the terms of the Plan or the relevant Award, the Shares allocable

to the terminated portion of such Award or such forfeited Shares shall again be available for issuance under the Plan.

(b) Shares

shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash, other than

an Option.

the exercise price of an Option is paid by tender to the Company, or attestation to the ownership, of Shares owned by the Participant,

or an Option is settled without the payment of the exercise price, or the payment of taxes with respect to any Award is settled by a

net exercise, the number of shares available for issuance under the Plan shall be reduced by the gross number of shares for which the

Option is exercised or other Awards that have vested.

4.3 Adjustments

in Authorized Plan Shares and Outstanding Awards. In the event of any merger, reorganization, consolidation, recapitalization, separation,

split-up, liquidation, Share combination, Stock split, Stock dividend, an extraordinary cash distribution on Stock, a corporate separation

or other reorganization or liquidation or other change in the corporate or capital structure of the Company affecting the Shares, an

adjustment shall be made in a manner consistent with Sections 422 and 424(h)(3) of the Code for Incentive Stock Options and in a manner

consistent with Section 409A of the Code for Non-Qualified Stock Options and in the number and class of and/or price of Shares subject

to outstanding Awards granted under the Plan, and/or the number of outstanding Options, Shares of Restricted Stock, and Performance Shares

(and Restricted Stock Units, Performance Stock Units and other Awards whose value is based on a number of Shares) constituting outstanding

Awards, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement

of rights. The Committee may make adjustments in the terms and conditions of, and the criteria included in Awards in recognition of unusual

or nonrecurring events (including, without limitation, the events described in this Section) affecting the Company or the financial statements

of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments

are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under

the Plan. Adjustments under this Section 4.3 shall be consistent with Section 409A of the Code and adjustments pursuant to determination

of the Committee shall be conclusive and binding on all Participants under the Plan.

4.4 Limitation

on Number of Shares Granted to Non-Employee Directors. Notwithstanding any provision in the Plan to the contrary, the sum of the

grant date Fair Market Value of equity-based Awards and the amount of any cash-based Awards granted to a Non-Employee Director during

any calendar year shall not exceed five hundred thousand dollars ($500,000).

Article

Eligibility and Participation

5.1 Eligibility

and Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from all Eligible Persons,

those to whom Awards shall be granted and shall determine, in its sole discretion, the nature of, any and all terms permissible by law,

and the amount of each Award. In making this determination, the Committee may consider any factors it deems relevant, including without

limitation, the office or position held by a Participant or the Participant’s relationship to the Company, the Participant’s

degree of responsibility for and contribution to the growth and success of the Company or any Subsidiary or Affiliate, the Participant’s

length of service, promotions and potential. No individual shall have the right to be selected to receive an Award under this Plan, or,

having been so selected, to be selected to receive a future Award. In addition, there is no obligation for uniformity of treatment of

Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations

with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or

not such Participants are similarly situated.

5.2 Foreign

Participants. In order to assure the viability of Awards granted to Participants employed in foreign countries, the Committee may

provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom.

Moreover, the Committee may approve such supplements to, or amendments, restatements, or alternative versions of, the Plan as it may

consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan as in effect for any other purpose;

provided, however, that no such supplements, amendments, restatements, or alternative versions shall increase the share limitations contained

in Section 4.1 of the Plan.

Article

Options

6.1 Grant

of Options. Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such

terms and conditions, and at any time and from time to time as shall be determined by the Committee, in its sole discretion, subject

to the limitations set forth in Article 4 and the following terms and conditions:

(a) Award

Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the terms and conditions of the Option,

including the Exercise Price, the maximum duration of the Option, the number of Shares to which the Option pertains, the conditions upon

which an Option shall become vested and exercisable, and such other provisions as the Committee shall determine which are not inconsistent

with the terms of the Plan. The Award Agreement also shall specify whether the Option is intended to be an Incentive Stock Option or

a Non-Qualified Stock Option.

(b) Exercise

Period. Unless a shorter period is otherwise provided by the Committee at the time of grant, each Option will expire on the tenth

(10th) anniversary date of its grant or on the fifth (5th) anniversary of its grant date if the Participant is

a Ten Percent Owner.

Price. Unless a greater Exercise Price is determined by the Committee, the Exercise Price for each Option awarded under this Plan

shall be equal to one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted.

(d) Vesting

of Options. Subject to Section 13.1, a grant of Options shall vest at such times and under such terms and conditions as determined

by the Committee including, without limitation, suspension of a Participant’s vesting during all or a portion of a Participant’s

leave of absence.

6.2 Limitations

on Incentive Stock Options. In addition to the general requirements of Article 6, the terms of any ISO granted pursuant to

the Plan must comply with the provisions of this Section 6.2.

(a) ISO

Eligibility. ISOs may be granted only to Employees of the Company or of any parent or subsidiary corporation (as permitted under

Sections 422 and 424 of the Code). No ISO Award may be made pursuant to this Plan after the tenth (10th) anniversary of the earlier of

(a) the date of the adoption of the Amendment of the 2018 Plan by the Board (July 29, 2026) and (b) the Amendment Effective Date.

(b) ISO

Individual Dollar Limitation. The aggregate Fair Market Value (determined as of the date the Option is granted) of all Shares with

respect to which Incentive Stock Options are first exercisable by a Participant in any calendar year may not exceed one hundred thousand

dollars ($100,000.00) or such other limitation as imposed by Section 422(d) of the Code. To the extent that Incentive Stock Options are

first exercisable by a Participant in excess of such limitation, the excess shall be considered Non-Qualified Stock Options.

Expiration. An ISO will expire and may not be exercised to any extent by anyone after the first to occur of the following events:

(i)

Ten (10) years from the date of grant, unless an earlier time is set in the Award Agreement;

(ii) Three

(3) months after the date of the Participant’s Termination of Employment other than on account of Disability or death. Whether

a Participant continues to be an employee shall be determined in accordance with Treas. Reg. Section 1.421-1(h)(2); and

(iii) One

(1) year after the date of the Participant’s Termination of Employment on account of Disability or death. Upon the Participant’s

Disability or death, any ISOs exercisable at the Participant’s Disability or death may be exercised by the Participant’s

legal representative or representatives, by the person or persons entitled to do so pursuant to the Participant’s last will and

testament, or, if the Participant fails to make testamentary disposition of such ISO or dies intestate, by the person or persons entitled

to receive the ISO pursuant to the applicable laws of descent and distribution.

Any

ISO that remains exercisable pursuant to a Participant’s agreement with the Company following Termination of Employment and is

unexercised more than one (1) year following Termination of Employment by reason of death or Disability or more than three (3) months

following Termination of Employment for any reason other than death or Disability will thereafter be deemed to be a Non-Qualified Stock

Option.

(d) Ten

Percent Owners. In the case of an ISO granted to a Ten Percent Owner, such ISO shall be granted at an exercise price that is not

less than one hundred and ten percent (110%) of Fair Market Value on the date of grant and, unless a shorter period is otherwise provided

by the Committee at the time of grant, each ISO will expire on the fifth (5th) anniversary of its grant date.

(e) Notification

of Disposition. If a Participant disposes of Shares acquired upon exercise of an ISO within two (2) years from the date the Option

is granted or within one (1) year after the issuance of such Shares to the Participant, the Participant shall notify the Company of such

disposition and provide information regarding the date of disposition, sale price, number of Shares disposed of, and any other information

relating thereto that the Company may reasonably request.

(f) Right

to Exercise. During a Participant’s lifetime, an Incentive Stock Option may be exercised only by the Participant.

(g) Failure

to Meet ISO Requirements. If an Option is intended to be an Incentive Stock Option, and if, for any reason, such Option (or any portion

thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option (or portion thereof)

shall be regarded as a Non-Qualified Stock Option appropriately granted under the Plan; provided that such Option (or portion

thereof) otherwise complies with the Plan’s requirements relating to Non-Qualified Stock Options.

6.3 Exercise

of Options.

(a) Options

granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in

each instance approve, which need not be the same for each grant or for each Participant. Exercises of Options may be effected only on

days and during the hours Nasdaq is open for regular trading. The Company may change or limit the times or days Options may be exercised.

If an Option expires on a day or at a time when exercises are not permitted, then the Options may be exercised no later than the immediately

preceding date and time that the Options were exercisable.

(b) An

Option shall be exercised by providing notice to the designated agent selected by the Company (if no such agent has been designated,

then to the Company), in the manner and form determined by the Company, which notice shall be irrevocable, setting forth the exact number

of Shares with respect to which the Option is being exercised and including with such notice payment of the Exercise Price, as applicable.

When an Option has been transferred, the Company or its designated agent may require appropriate documentation that the person or persons

exercising the Option, if other than the Participant, has the right to exercise the Option. No Option may be exercised with respect to

a fraction of a Share.

6.4 Termination

of Employment. Unless otherwise provided by the Committee in the applicable Award Agreement, the following limitations on the exercise

of Options shall apply upon Termination of Employment:

(a) Termination

by Death or Disability. In the event of the Participant’s Termination of Employment by reason of death or Disability, all outstanding

Options granted to such Participant which are vested and exercisable as of the effective date of Termination of Employment by reason

of death or Disability may be exercised, if at all, no more than one (1) year from such date of Termination of Employment, unless the

Options, by their terms, expire earlier. All unvested Options granted to such Participant shall immediately become forfeited as of the

date of Termination of Employment.

(b) Involuntary

Termination Without Cause. If a Participant’s Termination of Employment is by involuntary termination without Cause, all Options

held by such Participant that are vested and exercisable at the time of the Participant’s Termination of Employment may be exercised

by the Participant at any time within a period of three (3) months from the date of such Termination of Employment, but in no event beyond

the expiration of the stated term of such Options. All Options held by the Participant which are not vested on or before the effective

date of Termination of Employment shall immediately be forfeited to the Company (and the Shares subject to such forfeited Options shall

once again become available for issuance under the Plan).

Termination. If a Participant’s Termination of Employment is voluntary (other than a voluntary termination described in Section

6.4(d)), all Options held by such Participant that are vested and exercisable at the time of the Participant’s Termination

of Employment may be exercised by the Participant at any time within a period of three (3) months from the date of such Termination of

Employment, but in no event beyond the expiration of the stated terms of such Options. All Options held by the Participant which are

not vested on or before the effective date of Termination of Employment shall immediately be forfeited to the Company (and the Shares

subject to such forfeited Options shall once again become available for issuance under the Plan).

(d) Termination

for Cause. If the Participant’s Termination of Employment (i) is by the Company for Cause or (ii) is a voluntary Termination

(as provided in Subsection (c) above) after the occurrence of an event that would be grounds for Termination of Employment for

Cause, all outstanding Options held by the Participant shall immediately be forfeited to the Company and no additional exercise period

shall be allowed, regardless of the vested status of the Options (and the Shares subject to such forfeited Options shall once again become

available for issuance under the Plan).

(e) Other

Terms and Conditions. Notwithstanding the foregoing, the Committee may, in its sole discretion, establish different, or waive, terms

and conditions pertaining to the effect of Termination of Employment on Options, whether or not the Options are outstanding, but no such

modification shall shorten the terms of Options issued prior to such modification or otherwise be materially adverse to the Participant.

6.5 Payment.

The Committee shall determine the methods by which payments by any Participant with respect to any Awards granted under the Plan may

be paid and the form of payment. Unless otherwise determined by the Committee, the Exercise Price shall be paid in full at the time of

exercise. No Shares shall be issued or transferred until full payment has been received or the next business day thereafter, as determined

by the Company. The Committee may, from time to time, determine or modify the method or methods of exercising Options or the manner in

which the Exercise Price is to be paid. Unless otherwise provided by the Committee in full or in part, to the extent permitted by Applicable

Law, payment may be made by any of the following:

(a)

cash or certified or bank check;

(b) delivery

of Shares owned by the Participant duly endorsed for transfer to the Company, with a Fair Market Value of such Shares delivered on the

date of delivery equal to the Exercise Price (or portion thereof) due for the number of Shares being acquired;

the Company has designated a stockbroker to act as the Company’s agent to process Option exercises, an Option may be exercised

by issuing an exercise notice together with instructions to such stockbroker irrevocably instructing the stockbroker: (i) to immediately

sell (which shall include an exercise notice that becomes effective upon execution of a sale order) a sufficient portion of the Shares

to be received from the Option exercise to pay the Exercise Price of the Options being exercised and the required tax withholding, and

(ii) to deliver on the settlement date the portion of the proceeds of the sale equal to the Exercise Price and tax withholding to the

Company. In the event the stockbroker sells any Shares on behalf of a Participant, the stockbroker shall be acting solely as the agent

of the Participant, and the Company disclaims any responsibility for the actions of the stockbroker in making any such sales. However,

if the Participant is an Insider, then the instruction to the stock broker to sell in the preceding sentence is intended to comply with

the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act to the extent permitted by law. No Shares shall be issued until the settlement

date and until the proceeds (equal to the Exercise Price and tax withholding) are paid to the Company;

(d) at

any time, the Committee may, in addition to or in lieu of the foregoing, provide that an Option may be “stock settled,” which

shall mean upon exercise of an Option, the Company may fully satisfy its obligation under the Option by delivering that number of shares

of Stock found by taking the difference between (i) the Fair Market Value of the Stock on the exercise date, multiplied by the number

of Options being exercised and (ii) the total Exercise Price of the Options being exercised, and dividing such difference by the Fair

Market Value of the Stock on the exercise date; or

(e) any

combination of the foregoing methods.

Notwithstanding

any other provision of the Plan to the contrary, no Participant who is a Director or an “executive officer” of the Company

shall be permitted to pay the Exercise Price of an Option in any method which would violate Section 13(h) of the Exchange Act.

Article

Stock Appreciation

Rights

7.1 Grant

of SARs. Any Participant selected by the Committee may be granted one or more SARs. SARs may be granted alone or in tandem with Options.

Each SAR shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the SAR, and such other provisions

as the Committee shall determine. With respect to SARs granted in tandem with Options, the exercise of either such Options or such SARs

shall result in the simultaneous cancellation of the same number of tandem SARs or Options, as the case may be.

7.2 Exercise

Price. The exercise price per Share covered by a SAR granted pursuant to the Plan shall be equal to or greater than Fair Market Value

on the date the SAR was granted.

7.3 Term.

The term of each SAR shall be determined by the Committee in its sole discretion, but in no event shall the term exceed ten (10) years

from the date of grant.

7.4 Payment.

SARs may be settled in the form of cash, shares of Stock or a combination of cash and shares of Stock, as determined by the Committee.

7.5 Other

Provisions. Except as the Committee may deem inappropriate or inapplicable in the circumstances, SARs shall be subject to terms and

conditions substantially similar to those applicable to Non-Qualified Options as set forth in Article 6.

Article

Restricted Stock

Awards

8.1 Grant

of Restricted Stock. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant

shares of Restricted Stock to eligible Employees in such amounts and upon such terms and conditions as the Committee shall determine.

In addition to any other terms and conditions imposed by the Committee, vesting of Restricted Stock may be conditioned upon the achievement

of Performance Goals.

8.2 Restricted

Stock Agreement. The Committee may require, as a condition to receiving a Restricted Stock Award, that the Participant enter into

a Restricted Stock Award Agreement, setting forth the terms and conditions of the Award. In lieu of a Restricted Stock Award Agreement,

the Committee may provide the terms and conditions of an Award in a notice to the Participant of the Award, on the Stock certificate

representing the Restricted Stock, in the resolution approving the Award, or in such other manner as it deems appropriate. If certificates

representing the Restricted Stock are registered in the name of the Participant, any certificates so issued shall be printed with an

appropriate legend referring to the terms, conditions, and restrictions applicable to such Award as determined or authorized in the sole

discretion of the Committee. Shares recorded in book-entry form shall be recorded with a notation referring to the terms, conditions,

and restrictions applicable to such Award as determined or authorized in the sole discretion of the Committee. The Committee may require

that the stock certificates or book-entry registrations evidencing shares of Restricted Stock be held in custody by a designated escrow

agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Participant deliver a stock

power, endorsed in blank, relating to the Stock covered by such Award.

8.3 Restrictions.

Subject to Section 13.1, the Restricted Stock shall be subject to such vesting terms, including the achievement of Performance

Goals, as may be determined by the Committee. Unless otherwise provided by the Committee, to the extent Restricted Stock is subject to

any condition to vesting, if such condition or conditions are not satisfied by the time the period for achieving such condition has expired,

such Restricted Stock shall be forfeited. The Committee may impose such other conditions and/or restrictions on any shares of Restricted

Stock granted pursuant to the Plan as it may deem advisable including but not limited to a requirement that Participants pay a stipulated

purchase price for each share of Restricted Stock and/or restrictions under Applicable Law. The Committee may also grant Restricted Stock

without any terms or conditions in the form of vested Stock Awards.

8.4 Removal

of Restrictions. Except as otherwise provided in this Article 8 or otherwise provided in the grant thereof, Shares of Restricted

Stock covered by each Restricted Stock grant made under the Plan shall become freely transferable by the Participant after completion

of all conditions to vesting, if any. However, the Committee, in its sole discretion, shall have the right to immediately vest the shares

and waive all or part of the restrictions and conditions with regard to all or part of the shares held by any Participant at any time.

8.5 Voting

Rights, Dividends and Other Distributions. Participants holding shares of Restricted Stock granted hereunder may exercise full voting

rights and, subject to the provisions of this Section 8.5, may receive all dividends and distributions paid with respect to such

Shares. If any such dividends or distributions are paid in Shares, the Shares shall automatically be subject to the same restrictions

and conditions as the Restricted Stock with respect to which they were paid. In addition, with respect to a share of Restricted Stock,

dividends shall only be paid out to the extent that the Share of Restricted Stock vests. Any cash dividends and stock dividends with

respect to the Restricted Stock shall be withheld by the Company for the Participant’s account, and interest may be credited on

the amount of the cash dividends withheld at a rate and subject to such terms as determined by the Committee. The cash dividends or stock

dividends so withheld by the Committee and attributable to any particular share of Restricted Stock (and earnings thereon, if applicable)

shall be distributed to the Participant in cash or, at the discretion of the Committee, in shares of Stock having a Fair Market Value

equal to the amount of such dividends, if applicable, upon the release of restrictions on such share and, if such share is forfeited,

the Participant shall have no right to such dividends.

8.6 Termination

of Employment Due to Death or Disability. In the event of the Participant’s Termination of Employment by reason of death or

Disability, unless otherwise determined by the Committee, all restrictions imposed on outstanding Shares of Restricted Stock held by

the Participant shall immediately lapse and the Restricted Stock shall immediately become fully vested as of the date of Termination

of Employment.

8.7 Termination

of Employment for Other Reasons. Unless otherwise provided by the Committee, in the event of the Participant’s Termination

of Employment for any reason other than those specifically set forth in Section 8.6 herein, subject to Section 10.2, all

shares of Restricted Stock held by the Participant which are not vested as of the effective date of Termination of Employment shall immediately

be forfeited and returned to the Company.

8.8 Section

83(b) Election. The Committee may provide in an Award Agreement that the Award of Restricted Stock is conditioned upon the Participant

making or refraining from making an election with respect to the Award under Section 83(b) of the Code. If a Participant makes an election

pursuant to Section 83(b) of the Code concerning a Restricted Stock Award, the Participant shall be required to file a copy of such election

with the Company within thirty (30) days following the date of grant.

8.9 Restricted

Stock Units. In lieu of or in addition to Restricted Stock, the Committee may grant Restricted Stock Units under such terms and conditions

as shall be determined by the Committee in accordance with Section 3.2. Restricted Stock Units shall be subject to the same terms

and conditions under this Plan as Restricted Stock except as otherwise provided in this Plan or as otherwise provided by the Committee.

Except as otherwise provided by the Committee, the award shall be settled and paid out promptly upon vesting (to the extent permitted

by Section 409A of the Code), and the Participant holding such Restricted Stock Units shall receive, as determined by the Committee,

Shares (or cash equal to the Fair Market Value of the number of Shares as of the date the Award becomes payable) equal to the number

of such Restricted Stock Units. Restricted Stock Units shall not be transferable, shall have no voting rights, and, unless otherwise

determined by the Committee, shall not receive dividends or Dividend Equivalents (which in any event shall only be paid out to the extent

that the Restricted Stock Units vest). Upon a Participant’s Termination of Employment due to death or Disability, the Committee

will determine whether there should be any acceleration of vesting.

Article

Other Types of Awards

9.1 Performance

Share Awards. Any Participant selected by the Committee may be granted one or more Performance Share awards which shall be denominated

in a number of shares of Stock and which may be linked to any one or more of the Performance Goals or other specific performance criteria

determined appropriate by the Committee, in each case on a specified date or dates or over any period or periods determined by the Committee.

In making such determinations, the Committee shall consider (among such other factors as it deems relevant in light of the specific type

of award) the contributions, responsibilities and other compensation of the particular Participant.

9.2 Performance

Stock Units. Any Participant selected by the Committee may be granted one or more Performance Stock Unit awards which shall be denominated

in units of value including dollar value of shares of Stock and which may be linked to any one or more of the Performance Goals or other

specific performance criteria determined appropriate by the Committee, in each case on a specified date or dates or over any period or

periods determined by the Committee. In making such determinations, the Committee shall consider (among such other factors as it deems

relevant in light of the specific type of award) the contributions, responsibilities and other compensation of the particular Participant.

9.3 Dividend

Equivalents. Any Participant selected by the Committee may be granted Dividend Equivalents based on the dividends declared on the

Shares that are subject to any Award, to be credited as of dividend payment dates, during the period between the date the Award is granted

and the date the Award is exercised, vests or expires, as determined by the Committee. Such Dividend Equivalents shall be converted to

cash or additional shares of Stock by such formula and at such time and subject to such limitations as may be determined by the Committee,

in a matter consistent with the rules of Section 409A of the Code; provided that, to the extent Shares subject to an Award are subject

to vesting conditions, any Dividend Equivalents relating to such Shares shall be subject to the same vesting conditions.

9.4 Deferred

Stock. Any Participant selected by the Committee may be granted an award of Deferred Stock in the manner determined from time to

time by the Committee. The number of shares of Deferred Stock shall be determined by the Committee and may be linked to the Performance

Criteria or other specific performance criteria determined to be appropriate by the Committee, in each case on a specified date or dates

or over any period or periods determined by the Committee. Stock underlying a Deferred Stock Award will not be issued until the Deferred

Stock Award has vested, pursuant to a vesting schedule or performance criteria set by the Committee. Unless otherwise provided by the

Committee, a Participant awarded Deferred Stock shall have no rights as a Company stockholder with respect to such Deferred Stock until

such time as the Deferred Stock Award has vested and the Stock underlying the Deferred Stock Award has been issued.

9.5 Other

Stock-Based Awards. Any Participant selected by the Committee may be granted one or more Awards that provide Participants with shares

of Stock or the right to purchase shares of Stock or that have a value derived from the value of, or an exercise or conversion privilege

at a price related to, or that are otherwise payable in shares of Stock and which may be linked to any one or more of the Performance

Goals or other specific performance criteria determined appropriate by the Committee, in each case on a specified date or dates or over

any period or periods determined by the Committee. In making such determinations, the Committee shall consider (among such other factors

as it deems relevant in light of the specific type of Award) the contributions, responsibilities and other compensation of the particular

Participant.

9.6 Performance

Bonus Awards. Any Participant selected by the Committee may be granted one or more Awards in the form of a cash bonus (a “Performance

Bonus Award”) payable upon the attainment of Performance Goals that are established by the Committee, in each case on a specified

date or dates or over any period or periods determined by the Committee.

9.7 Term.

Except as otherwise provided herein, the term of any Award of Performance Shares, Performance Stock Units, Dividend Equivalents, Deferred

Stock, Other Stock-Based Award and Performance Bonus Award shall be set by the Committee in its discretion.

9.8 Exercise

or Purchase Price. The Committee may establish the exercise or purchase price, if any, of any Award of Performance Shares, Performance

Stock Units, Deferred Stock, Other Stock-Based Award and Performance Bonus Award; provided, however, that such price shall not be less

than the Fair Market Value of a share of Stock on the date of grant, unless otherwise permitted by Applicable Law.

9.9 Exercise

Upon Termination of Employment or Service. An Award of Performance Shares, Performance Stock Units, Deferred Stock, Other Stock-Based

Award and Performance Bonus Award shall only be exercisable or payable while the Participant is an Employee, Consultant or Non-Employee

Director, as applicable; provided, however, that the Committee in its sole and absolute discretion may provide that an Award of Performance

Shares, Performance Stock Units, Deferred Stock, Stock Appreciation Rights, Other Stock-Based Award and Performance Bonus Award may be

exercised or paid subsequent to a Termination of Employment without Cause. In the event of the Termination of Employment of a Participant

by the Company for Cause, all Awards under this Article 9 shall be forfeited by the Participant to the Company.

9.10 Form

of Payment. Payments with respect to any Awards granted under this Article 9 shall be made in cash, in Stock or a combination

of both, as determined by the Committee.

9.11 Award

Agreement. All Awards under this Article 9 shall be subject to such additional terms and conditions as determined by the Committee

and shall be evidenced by a written Award Agreement.

Article

Change in Control

10.1 Vesting

Upon Change in Control. For the avoidance of doubt, the Committee may not accelerate the vesting and exercisability (as applicable)

of any outstanding Awards, in whole or in part, solely upon the occurrence of a Change in Control except as provided in this Section

10.1. In the event of a Change in Control after the date of the adoption of the Plan, then:

(a) to

the extent an outstanding Award subject solely to time-based vesting is not assumed or replaced by a comparable Award referencing shares

of the capital stock of the successor corporation or its “parent corporation” (as defined in Section 424(e) of the Code)

or “subsidiary corporation” (as defined in Section 424(f) of the Code) which is publicly traded on a national stock exchange

or quotation system, as determined by the Committee in its sole discretion, with appropriate adjustments as to the number and kinds of

shares and the exercise prices, if applicable, then any outstanding Award subject solely to time-based vesting then held by Participants

that is unexercisable, unvested or still subject to restrictions or forfeiture shall, in each case as specified by the Committee in the

applicable Award Agreement or otherwise, be deemed exercisable or otherwise vested, as the case may be, as of immediately prior to such

Change in Control;

(b) all

Awards that vest subject to the achievement of any performance goal, target performance level, or similar performance-related requirement

shall, in each case as specified by the Committee in the applicable Award Agreement or otherwise, either (A) be canceled and terminated

without any payment or consideration therefor; or (B) automatically vest based on: (1) actual achievement of any applicable Performance

Goals through the date of the Change in Control, as determined by the Committee in its sole discretion; or (2) achievement of target

performance levels (or the greater of actual achievement of any applicable Performance Goals through the date of the Change in Control,

as determined by the Committee in its sole discretion, and target performance levels); provided that in the case of vesting based

on target performance levels, such Awards shall also be prorated based on the portion of the Performance Period elapsed prior to the

Change in Control; and, in the case of this clause (B), shall be paid at the earliest time permitted under the terms of the applicable

agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee;

and

outstanding Award that is assumed in connection with a Change in Control, or is otherwise to continue in effect subsequent to the Change

in Control, will be appropriately adjusted, immediately after the Change in Control, as to the number and class of securities and other

relevant terms in accordance with Section 4.3.

10.2 Termination

of Employment Upon Change in Control. Notwithstanding any other provision of the Plan to the contrary, and except as may otherwise

be provided in any applicable Award Agreement or other written agreement entered into between the Company or Affiliate and a Participant,

upon (i) a Participant’s involuntary Termination of Employment without Cause on or within one (1) year following a Change in Control,

or (ii) a Participant’s Termination of Employment for Good Reason (including the Termination of Employment of the Participant if

he or she is employed by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate), all outstanding Awards

shall immediately become fully vested and exercisable; provided that Restricted Stock Units shall be settled in accordance with

the terms of the grant without regard to the Change in Control unless the Change in Control constitutes a “change in control event”

within the meaning of Section 409A of the Code and such Termination of Employment occurs within one (1) year following such Change in

Control, in which case the Restricted Stock Units shall be settled and paid out with such Termination of Employment.

10.3 Cancellation

and Termination of Awards. The Committee may, in connection with any merger, consolidation, share exchange or other transaction entered

into by the Company in good faith, determine that any outstanding Awards granted under the Plan, whether or not vested, will be canceled

and terminated and that in connection with such cancellation and termination the holder of such Award may receive for each Share subject

to such Award a cash payment (or the delivery of shares of stock, other securities or a combination of cash, stock and securities equivalent

to such cash payment) equal to the difference, if any, between the amount determined by the Committee to be the Fair Market Value of

the Stock and the purchase price per Share (if any) under the Award multiplied by the number of Shares subject to such Award; provided

that if such product is zero or less or to the extent that the Award is not then exercisable, the Award will be canceled and terminated

without payment therefor.

Article

Amendment, Modification,

and Termination

11.1 Amendment,

Modification, and Termination of Plan. At any time and from time to time, the Board may amend, modify, alter, suspend, discontinue

or terminate the Plan, in whole or in part, without stockholder approval; provided, however, that (a) to the extent necessary and desirable

to comply with any Applicable Law, regulation, or stock exchange rule, the Company shall obtain stockholder approval of any Plan amendment

in such a manner and to such a degree as required, and (b) stockholder approval is required for any amendment to the Plan that (i) increases

the number of shares available under the Plan (other than any adjustment as provided by Section 4.3) or the number of shares available

for issuance as ISOs, or (ii) permits the Committee to grant Options with an Exercise Price that is below Fair Market Value on the date

of grant, or (iii) permits the Committee to extend the exercise period for an Option beyond ten (10) years from the date of grant, or

(iv) results in a material increase in benefits or a change in eligibility requirements, or (v) change the granting corporation or (vi)

the type of stock.

11.2 Amendment

of Awards. Subject to Section 4.3, at any time and from time to time, the Committee may amend the terms of any one or more

outstanding Awards, provided that the Award as amended is consistent with the terms of the Plan or if necessary or advisable for the

purpose of conforming the Plan or an Award Agreement to any present or future law relating to plans of this or similar nature (including,

without limitation, Section 409A and, to the extent applicable, Section 162(m) of the Code), and to the administrative regulations and

rulings promulgated thereunder. Notwithstanding any provision in this Plan to the contrary, absent approval of the stockholders of the

Company, no Option may be amended to reduce the per share Exercise Price of the shares subject to such Option below the per share exercise

price as of the date the Option is granted and, except as permitted by Section 4.3, no Option may be granted in exchange for,

or in connection with, the cancellation or surrender of an Option having a higher per share Exercise Price.

11.3 Awards

Previously Granted. No termination, amendment, or modification of the Plan or any Award shall adversely affect in any material way

any Award previously granted under the Plan, without the written consent of the Participant holding such Award; provided, however, that

any such modification made for the purpose of complying with Section 409A of the Code may be made by the Company without the consent

of any Participant.

11.4 Repricing

and Backdating Prohibited. Notwithstanding anything in this Plan to the contrary, except as provided under Section 4.3 and

Section 11.2, neither the Committee nor any other person may (i) amend the terms of outstanding Options or SARs to reduce the

exercise or grant price of such outstanding Options or SARs; (ii) cancel outstanding Options or SARs in exchange for Options or SARs

with an exercise or grant price that is less than the exercise price of the original Options or SARs; or (iii) cancel outstanding Options

or SARs with an exercise or grant price above the current Share price in exchange for cash or other securities. In addition, the Committee

may not make a grant of an Option or SAR with a grant date that is effective prior to the date the Committee takes action to approve

such Award.

Article

Withholding

12.1 Tax

Withholding. Unless otherwise provided by the Committee, the Company shall deduct or withhold any amount needed to satisfy any foreign,

federal, state, or local tax (including but not limited to the Participant’s employment tax obligations) required by law to be

withheld with respect to any taxable event arising or as a result of this Plan (“Withholding Taxes”).

12.2 Share

Withholding. Unless otherwise provided by the Committee, upon the exercise of Options, the lapse of restrictions on Restricted Stock,

the vesting of Restricted Stock Units the distribution of Performance Shares in the form of Stock, or any other taxable event hereunder

involving the transfer of Stock to a Participant, the Company shall withhold Stock equal in value, using the Fair Market Value on the

date determined by the Company to be used to value the Stock for tax purposes, to the Withholding Taxes applicable to such transaction.

Any

fractional Share of Stock payable to a Participant shall be withheld as additional Federal withholding, or, at the option of the Company,

paid in cash to the Participant.

Unless

otherwise determined by the Committee, when the method of payment for the Exercise Price is from the sale by a stockbroker pursuant to

Section 6.5(c), herein, of the Stock acquired through the Option exercise, then the tax withholding shall be satisfied out of

the proceeds. For administrative purposes in determining the amount of taxes due, the sale price of such Stock shall be deemed to be

the Fair Market Value of the Stock.

permitted by the Committee, prior to the end of any Performance Period a Participant may elect to have a greater amount of Stock withheld

from the distribution of Performance Shares to pay withholding taxes; provided, however, the Committee may prohibit or limit any individual

election or all such elections at any time.

Alternatively,

or in combination with the foregoing, the Committee may require Withholding Taxes to be paid in cash by the Participant or by the sale

of a portion of the Stock being distributed in connection with an Award, or by a combination thereof.

The

withholding of taxes is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act to the extent permitted

by law.

Article

General Provisions

Applicable to Awards

13.1 Minimum

Vesting. Notwithstanding any other provision of the Plan to the contrary, Awards granted under the Plan (other than cash-based awards)

shall vest no earlier than the first anniversary of the date on which the Award is granted; provided that the following Awards shall

not be subject to the foregoing minimum vesting requirement: any (i) substitute Awards granted in connection with awards that are assumed,

converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company or any of its Subsidiaries,

(ii) Shares delivered in lieu of fully vested cash obligations, (iii) Awards to Non-Employee Directors that vest on earlier of the one-year

anniversary of the date of grant and the next annual meeting of stockholders which is at least fifty (50) weeks after the immediately

preceding year’s annual meeting, and (iv) any additional Awards the Committee may grant, up to a maximum of five percent (5%) of

the available share reserve authorized for issuance under the Plan pursuant to Section 4.1 (subject to adjustment under Section

4.3); and, provided, further, that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated

exercisability or vesting of any Award, including in cases of retirement, death, Disability, other termination of employment, or a Change

in Control, in the terms of the Award Agreement or otherwise.

13.2 Form

of Payment. Subject to the provisions of this Plan, the Award Agreement and any Applicable Law, payments or transfers to be made

by the Company or any Affiliate on the grant, exercise, or settlement of any Award may be made in such form as determined by the Committee

including, without limitation, cash, Stock, other Awards, other property, or any combination thereof, and may be made in a single payment

or transfer, in installments, or any combination thereof, in each case determined by rules adopted by the Committee.

13.3 Treatment

of Dividends and Dividend Equivalents on Unvested Awards. Notwithstanding any other provision of the Plan to the contrary, with respect

to any Award that provides for or includes a right to dividends or Dividend Equivalents, if dividends are declared during the period

that an equity Award is outstanding, such dividends (or Dividend Equivalents) shall either (i) not be paid or credited with respect to

such Award or (ii) be accumulated but remain subject to vesting requirement(s) to the same extent as the applicable Award and shall only

be paid at the time or times such vesting requirement(s) are satisfied.

13.4 Limits

on Transfer.

(a) Except

as otherwise provided in Section 13.4(b),

(i) no

Award may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or the laws of descent

and distribution or pursuant to a domestic relations order, unless and until such Award has been exercised, or the Shares underlying

such Award have been issues, and all restrictions applicable to such Shares have lapsed;

(ii) no

Award or interest or right therein shall be liable for or otherwise subject to the debts, contracts or engagements of the Participant

or the Participant’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation,

encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy,

attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) unless and until such Award has been exercised,

or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed, and any attempted disposition

of an Award prior to satisfaction of these conditions shall be null and void and of no effect, except to the extent that such disposition

is permitted by Section 13.4(a)(i); and

(iii) during

a Participant’s lifetime, only the Participant or the Participant’s guardian or legal representative may exercise an Award

(or any portion thereof) granted to him or her under the Plan, unless it has been disposed of pursuant to a domestic relations order.

After a Participant’s death, any exercisable portion of an Award may, prior to the time when such portion becomes unexercisable

under the Plan or the applicable Award Agreement, be exercised by such Participant’s personal representative or by any person empowered

to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

(b) Notwithstanding

Section 13.4(a), the Committee, in its sole discretion, may determine to permit a Participant or a Permitted Transferee of such

Participant to transfer an Award other than an Incentive Stock Option (unless such Incentive Stock Option is intended to become a Nonqualified

Stock Option) to any one or more Permitted Transferees of such Participant without consideration, subject to the following terms and

conditions: (i) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other

than (A) to another Permitted Transferee of the applicable Participant or (B) by will or the laws of descent and distribution or, subject

to the consent of the Committee, pursuant to a domestic relations order; (ii) an Award transferred to a Permitted Transferee shall continue

to be subject to all the terms and conditions of the Award as applicable to the original Participant (other than the ability to further

transfer the Award to any person other than another Permitted Transferee of the applicable Participant); and (iii) the Participant (or

transferring Permitted Transferee) and the receiving Permitted Transferee shall execute any and all documents requested by the Committee,

including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements

for an exemption for the transfer under Applicable Law and (C) evidence the transfer. In addition, and further notwithstanding Section

13.4(a), hereof, the Committee, in its sole discretion, may determine to permit a Participant to transfer Incentive Stock Options

to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and other Applicable Law, the Participant is considered

the sole beneficial owner of the Incentive Stock Option while it is held in the trust.

13.5 Beneficiaries.

Notwithstanding Section 13.4, if provided in the applicable Award Agreement, a Participant may, in the manner determined by the

Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award

upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant

to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent

the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee.

If the Participant is married and resides in a community property state, a designation of a person other than the Participant’s

spouse as his or her beneficiary with respect to more than fifty percent (50%) of the Participant’s interest in the Award shall

not be effective without the prior written consent of the Participant’s spouse. If no beneficiary has been designated or survives

the Participant, payment shall be made to the person entitled thereto pursuant to the Participant’s will or the laws of descent

and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided

the change or revocation is filed with the Committee.

13.6 Forfeiture

Events/Representations. The Committee may specify in an Award Agreement at the time of the Award that the Participant’s rights,

payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence

of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall

include, but shall not be limited to, termination of Service for Cause, violation of material Company policies, breach of noncompetition,

confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental

to the business or reputation of the Company. The Committee may also specify in an Award Agreement that the Participant’s rights,

payments and benefits with respect to an Award shall be conditioned upon the Participant making a representation regarding compliance

with noncompetition, confidentiality or other restrictive covenants that may apply to the Participant and providing that the Participant’s

rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment on account

of a breach of such representation. In addition and without limitation of the foregoing, any amounts paid hereunder shall be subject

to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations

thereunder, any “clawback” policy adopted by the Company or as is otherwise required by applicable law or stock exchange

listing condition.

13.7 No

Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine

whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any

rights thereto shall be forfeited or otherwise eliminated.

13.8 Reservation

of Stock. The Company shall at all times during the term of the Plan and any outstanding Awards granted hereunder reserve or otherwise

keep available such number of Shares of Stock as will be sufficient to satisfy the requirements of the Plan (if then in effect) and the

Awards and shall pay all fees and expenses necessarily incurred by the Company in connection therewith.

13.9 Reimbursement

of Company for Unearned or Ill-gotten Gains. Unless otherwise specifically provided in an Award Agreement, and to the extent permitted

by Applicable Law, if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with

any financial reporting requirement under the securities laws, the Committee may, without obtaining the approval or consent of the Company’s

shareholders or of any Participant, require that any Participant who personally engaged in one of more acts of fraud or misconduct that

have caused or partially caused the need for such restatement or any current or former chief executive officer, chief financial officer,

or executive officer, regardless of their conduct, to reimburse the Company in a manner consistent with Section 409A of the Code, if

the Award constitutes “Non-Qualified Deferred Compensation,” for all or any portion of any Awards granted or settled under

this Plan (with each such case being a “Reimbursement”), or the Committee may require the termination or rescission

of, or the recapture associated with, any Award, in excess of the amount the Participant would have received under the accounting restatement.

13.10 Delay

in Payment. To the extent required in order to avoid the imposition of any interest and/or additional tax under Section 409A(a)(1)(B)

of the Code, any amount that is considered deferred compensation under the Plan or Award Agreement and that is required to be postponed

pursuant to Section 409A of the Code, following the a Participant’s Termination of Employment shall be delayed for six (6) months

if a Participant is deemed to be a “specified employee” as defined in Section 409A(a)(2)(i)(B) of the Code; provided that,

if the Participant dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account

of Section 409A of the Code shall be paid to the executor or administrator of the decedent’s estate within 60 days following the

date of his death. A “Specified Employee” means any Participant who is a “key employee” (as defined in

Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by the Company in accordance with its uniform policy

with respect to all arrangements subject to Section 409A of the Code, based upon the twelve (12) month period ending on each December

31st (the “Identification Period”). All Participants who are determined to be key employees under Section 416(i) of

the Code (without regard to paragraph (5) thereof) during the identification period shall be treated as Specified Employees for purposes

of the Plan during the twelve (12) month period that begins on the first day of the 4th month following the close of such identification

period.

Article

Successors

All

obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company,

whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or

substantially all of the business and/or assets of the Company.

Article

Miscellaneous Provisions

15.1 Substitute

Awards in Corporate Transactions. Nothing contained in the Plan shall be construed to limit the right of the Committee to grant Awards

under the Plan in connection with the acquisition, whether by purchase, merger, consolidation or other corporate transaction, of the

business or assets of any corporation or other entity. Without limiting the foregoing, the Committee may grant Awards under the Plan

to an employee or director of another corporation who becomes an Eligible Person by reason of any such corporate transaction in substitution

for awards previously granted by such corporation or entity to such person. The terms and conditions of the substitute Awards may vary

from the terms and conditions that would otherwise be required by the Plan solely to the extent the Committee deems necessary for such

purpose. Any shares of Stock subject to these substitute Awards shall not be counted against any of the maximum share limitations set

forth in the Plan.

15.2 409A

Compliance. It is intended that all Awards issued under the Plan be in a form and administered in a manner that will comply with

the requirements of Section 409A of the Code, or the requirements of an exception to Section 409A of the Code, and the Award Agreement

and this Plan will be construed and administered in a manner that is consistent with and gives effect to such intent. The Committee is

authorized to adopt rules or regulations deemed necessary or appropriate to qualify for an exception from or to comply with the requirements

of Section 409A of the Code. With respect to an Award that constitutes a deferral of compensation subject to Section 409A of the Code:

(i) if any amount is payable under such Award upon a termination of service, a termination of service will be treated as having occurred

only at such time the Participant has experienced a “separation from service” as such term is defined for purposes of Section

409A of the Code; (ii) if any amount is payable under such Award upon a disability, a disability will be treated as having occurred only

at such time the Participant has experienced a “disability” as such term is defined for purposes of Section 409A of the Code;

(iii) if any amount is payable under such Award on account of the occurrence of a Change in Control, a Change in Control will be treated

as having occurred only at such time a “change in the ownership or effective control of the corporation or in the ownership of

a substantial portion of the assets of the corporation” has occurred as such terms are defined for purposes of Section 409A of

the Code, (iv) if any amount becomes payable under such Award on account of a Participant’s separation from service at such time

as the Participant is a “specified employee” within the meaning of Section 409A of the Code, then no payment shall be made,

except as permitted under Section 409A of the Code, prior to the first business day after the earlier of (y) the date that is six months

after the date of the Participant’s separation from service or (z) the Participant’s death, (v) any right to receive any

installment payments under this Plan shall be treated as a right to receive a series of separate payments and, accordingly, each installment

payment hereunder shall at all times be considered a separate and distinct payment, and (vi) no amendment to or payment under such Award

will be made except and only to the extent permitted under Section 409A of the Code.

Notwithstanding

the foregoing, the tax treatment of the benefits provided under the Plan or any Award Agreement is not warranted or guaranteed, and in

no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred

by the Participant on account of non-compliance with Section 409A of the Code.

15.3 Section

16(b) of the Exchange Act. All elections and transactions under the Plan by persons subject to Section 16 of the Exchange Act involving

shares of Stock are intended to comply with any applicable exemptive condition under Rule 16b-3. The Committee may, in its sole discretion,

establish and adopt written administrative guidelines, designed to facilitate compliance with Section 16(b) of the Exchange Act, as it

may deem necessary or proper for the administration and operation of the Plan and the transaction of business thereunder.

15.4 Unfunded

Status of the Plan. The Plan is intended to constitute an “unfunded” plan for incentive compensation, and the Plan is

not intended to constitute a plan subject to the provisions of ERISA. With respect to any payments not yet made to a Participant by the

Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the

Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created

under the Plan to deliver Stock or payments with respect to Options, Stock Appreciation Rights and other Awards hereunder, provided,

however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.

15.5 Nonexclusivity

of the Plan. Neither the adoption of the Plan by the Board nor the submission of the Plan to the stockholders of the Company shall

be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable,

including without limitation, the granting of stock options and restricted stock other than under the Plan, and such arrangements may

be either applicable generally or only in specific cases.

15.6 Investment

Representations. The Company shall be under no obligation to issue any shares covered by any Award unless the shares to be issued

pursuant to Awards granted under the Plan have been effectively registered under the Securities Act of 1933, as amended, or the Participant

shall have made such written representations to the Company (upon which the Company believes it may reasonably rely) as the Company may

deem necessary or appropriate for purposes of confirming that the issuance of such shares will be exempt from the registration requirements

of that Act and any applicable state securities laws and otherwise in compliance with all applicable laws, rules and regulations, including

but not limited to that the Participant is acquiring the shares for his or her own account for the purpose of investment and not with

a view to, or for sale in connection with, the distribution of any such shares.

15.7 Registration.

If the Company shall deem it necessary or desirable to register under the Securities Act of 1933, as amended or other applicable statutes

any Shares of Stock issued or to be issued pursuant to Awards granted under the Plan, or to qualify any such Shares of Stock for exemption

from the Securities Act of 1933, as amended or other applicable statutes, then the Company shall take such action at its own expense.

The Company may require from each recipient of an Award, or each holder of Shares of Stock acquired pursuant to the Plan, such information

in writing for use in any registration statement, prospectus, preliminary prospectus or offering circular as is reasonably necessary

for that purpose and may require reasonable indemnity to the Company and its officers and directors from that holder against all losses,

claims, damage and liabilities arising from use of the information so furnished and caused by any untrue statement of any material fact

therein or caused by the omission to state a material fact required to be stated therein or necessary to make the statements therein

not misleading in the light of the circumstances under which they were made. In addition, the Company may require of any such person

that he or she agree that, without the prior written consent of the Company or the managing underwriter in any public offering of Shares

of Stock, he or she will not sell, make any short sale of, loan, grant any option for the purchase of, pledge or otherwise encumber,

or otherwise dispose of, any shares of Stock during the 180 day period commencing on the effective date of the registration statement

relating to the underwritten public offering of securities. Without limiting the generality of the foregoing provisions of this Section

15.7, if in connection with any underwritten public offering of securities of the Company the managing underwriter of such offering

requires that the Company’s directors and officers enter into a lock-up agreement containing provisions that are more restrictive

than the provisions set forth in the preceding sentence, then (a) each holder of shares of Stock acquired pursuant to the Plan (regardless

of whether such person has complied or complies with the provisions of clause (b) below) shall be bound by, and shall be deemed to have

agreed to, the same lock-up terms as those to which the Company’s directors and officers are required to adhere; and (b) at the

request of the Company or such managing underwriter, each such person shall execute and deliver a lock-up agreement in form and substance

equivalent to that which is required to be executed by the Company’s directors and officers.

15.8 Placement

of Legends; Stop Orders; etc. Each share of Stock to be issued pursuant to Awards granted under the Plan may bear a reference to

the investment representation made in accordance with Section 15.4 in addition to any other applicable restriction under the Plan,

the terms of the Award and to the fact that no registration statement has been filed with the Securities and Exchange Commission in respect

to such shares of Stock. All shares of Stock or other securities delivered under the Plan shall be subject to such stock transfer orders

and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of any stock exchange

upon which the Stock is then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends

to be put on any certificates or recorded in connection with book-entry accounts representing the shares to make appropriate reference

to such restrictions.

15.9 Uncertificated

Shares. To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such

Shares may be effected on a noncertificated basis, to the extent not prohibited by Applicable Law.

15.10 Limitation

of Rights in Stock. A Participant shall not be deemed for any purpose to be a stockholder of the Company with respect to any of the

Shares of Stock subject to an Award, unless and until Shares shall have been issued therefor and delivered to the Participant or his

agent. Any Stock to be issued pursuant to Awards granted under the Plan shall be subject to all restrictions upon the transfer thereof

which may be now or hereafter imposed by the Certificate of Incorporation and the Bylaws of the Company.

15.11 Employment

Not Guaranteed. Nothing in the Plan shall interfere with or limit in any way the right of the Company (or any Affiliate) to terminate

any Participant’s Employment at any time, nor confer upon any Participant any right to continue in the employ of the Company (or

any Affiliate), subject to the terms of any separate employment or consulting agreement or provision of law or corporate articles or

by-laws to the contrary, at any time to terminate such employment or consulting agreement or to increase or decrease, or otherwise adjust,

the other terms and conditions of the recipient’s employment or other association with the Company and its Affiliates.

15.12 Other

Compensation Arrangements. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation

arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally applicable

or applicable only in specific cases.

15.13 Gender

and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the

plural shall include the singular and the singular shall include the plural.

15.14 Severability.

In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect

the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

15.15 Requirements

of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to Applicable Law and to such approvals

by any governmental agencies or national securities exchanges as may be required.

15.16 Errors.

At any time the Company may correct any error made under the Plan without prejudice to the Company. Such corrections may include, among

other things, changing or revoking an issuance of an Award.

15.17 Elections

and Notices. Notwithstanding anything to the contrary contained in this Plan, all elections and notices of every kind shall be made

on forms prepared by the Company or the General Counsel, Secretary or Assistant Secretary, or their respective delegates or shall be

made in such other manner as permitted or required by the Company or the General Counsel, Secretary or Assistant Secretary, or their

respective delegates, including but not limited to elections or notices through electronic means, over the Internet or otherwise. An

election shall be deemed made when received by the Company (or its designated agent, but only in cases where the designated agent has

been appointed for the purpose of receiving such election), which may waive any defects in form. The Company may limit the time an election

may be made in advance of any deadline.

Where

any notice or filing required or permitted to be given to the Company under the Plan, it shall be delivered to the principal office of

the Company, directed to the attention of the General Counsel of the Company or his or her successor. Such notice shall be deemed given

on the date of delivery.

Notice

to the Participant shall be deemed given when mailed (or sent by telecopy) to the Participant’s work or home address as shown on

the records of the Company or, at the option of the Company, to the Participant’s e-mail address as shown on the records of the

Company.

is the Participant’s responsibility to ensure that the Participant’s addresses are kept up to date on the records of the

Company. In the case of notices affecting multiple Participants, the notices may be given by general distribution at the Participants’

work locations.

15.18 Governing

Law. To the extent not preempted by Federal law, the Plan, and all awards and agreements hereunder, and any and all disputes in connection

therewith, shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without regard to conflict

or choice of law principles which might otherwise refer the construction, interpretation or enforceability of this Plan to the substantive

law of another jurisdiction.

15.19 Venue.

The Company and the Participant to whom an Award under this Plan is granted, for themselves and their successors and assigns, irrevocably

submit to the exclusive and sole jurisdiction and venue of the state or federal courts of Delaware with respect to any and all disputes

arising out of or relating to this Plan, the subject matter of this Plan or any awards under this Plan, including but not limited to

any disputes arising out of or relating to the interpretation and enforceability of any awards or the terms and conditions of this Plan.

To achieve certainty regarding the appropriate forum in which to prosecute and defend actions arising out of or relating to this Plan,

and to ensure consistency in application and interpretation of the Governing Law to the Plan, the parties agree that (a) sole and exclusive

appropriate venue for any such action shall be an appropriate federal or state court in Delaware, and no other, (b) all claims with respect

to any such action shall be heard and determined exclusively in such Delaware court, and no other, (c) such Delaware court shall have

sole and exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating hereto and (d) that

the parties waive any and all objections and defenses to bringing any such action before such Delaware court, including but not limited

to those relating to lack of personal jurisdiction, improper venue or forum non conveniens.

15.20 No

Obligation to Notify. The Company shall have no duty or obligation to any holder of an Option to advise such holder as to the time

or manner of exercising such Option. Furthermore, the Company shall have no duty or obligation to warn or otherwise advise such holder

of a pending transaction or expiration of an Option or a possible period in which the Option may not be exercised. The Company has no

duty or obligation to minimize the tax consequences of an Option to the holder of such Option.

POWERFLEET,

INC.

2018

INCENTIVE PLAN

ISRAELI

APPENDIX

This

Israeli Appendix (the “Appendix”) to the 2018 Incentive Plan (as amended from time to time, the “Plan”)

of POWERFLEET, INC. (the “Company”) shall apply only to Participants (as defined in the Plan) who are, or are deemed

to be, residents of the State of Israel for Israeli tax purposes. This Appendix is made pursuant to Section 5.2 of the Plan.

1. GENERAL

1.1. The

Committee, in its discretion, may grant Awards to eligible Participants and shall determine whether such Awards intended to be 102 Awards

or 3(9) Awards. Each Award shall be evidenced by an Award Agreement, which shall expressly identify the Award type, and be in such form

and contain such provisions, as the Committee shall from time to time deem appropriate.

1.2. The

Plan shall apply to any Awards granted pursuant to this Appendix, provided, that the provisions of this Appendix shall supersede and

govern in the case of any inconsistency or conflict, either explicit or implied, arising between the provisions of this Appendix and

the Plan.

1.3. Unless

otherwise defined in this Appendix, capitalized terms contained herein shall have the same meanings given to them in the Plan.

2. DEFINITIONS.

2.1. “3(9)

Award” means any Award representing a right to purchase shares of Common Stock granted by the Company to any Participant who

is not an Employee pursuant to Section 3(9) of the Ordinance.

2.2. “102

Award” means any Award intended to qualify (as set forth in the Award Agreement) and which qualifies under Section 102, provided

it is settled only in shares of Common Stock.

2.3. “102

Capital Gain Track Award” means any Award granted by the Company to an Employee pursuant to Section 102(b)(2) or (3) (as applicable)

of the Ordinance under the capital gain track.

2.4. “102

Non-Trustee Award” means any Award granted by the Company to an Employee pursuant to Section 102(c) of the Ordinance without

a Trustee.

2.5. “102

Ordinary Income Track Award” means any Award granted by the Company to an Employee pursuant to Section 102(b)(1) of the Ordinance

under the ordinary income track.

2.6.

“102 Trustee Awards” means, collectively, 102 Capital Gain Track Awards and 102 Ordinary Income Track Awards.

2.7. “Affiliate”

means, for purpose of 102 Trustee Award, an “employing company” within the meaning and subject to the conditions of Section

102(a) of the Ordinance.

2.8. “Applicable

Law” shall mean any applicable law, rule, regulation, statute, pronouncement, policy, interpretation, judgment, order or decree

of any federal, provincial, state or local governmental, regulatory or adjudicative authority or agency, of any jurisdiction, and the

rules and regulations of any stock exchange, over-the-counter market or trading system on which the common stock of the Company are then

traded or listed.

2.9. “Controlling

Stockholder” means as to such term is defined in Section 32(9) of the Ordinance.

2.10. “Election”

as defined in Section ‎3.2 below.

2.11. “Employee”

means an “employee” within the meaning of Section 102(a) of the Ordinance (which as of the date of the adoption of this Appendix

means (i) an individual employed by an Israeli company being an Affiliate, and (ii) an individual who is serving and is engaged personally

(and not through an entity) as an “office holder” by an Affiliate, excluding any Controlling Stockholder).

2.12. “ITA”

means the Israel Tax Authority.

2.13.

“Ordinance” means the Israeli Income Tax Ordinance (New Version), 1961, including the Rules and any other regulations,

rules, orders or procedures promulgated thereunder, as may be amended or replaced from time to time.

2.14. “Required

Holding Period” as defined in Section ‎3.5.1 below.

2.15. “Rules”

means the Income Tax Rules (Tax Reliefs in Stock Issuance to Employees) 5763-2003.

2.16. “Section

102” means Section 102 of the Ordinance.

2.17. “Trust

Agreement” means the agreement to be signed between the Company, an Affiliate and the Trustee for the purposes of Section 102.

2.18. “Trustee”

means the trustee appointed by the Company’s Board of Directors and/or by the Committee to hold the Awards and approved by the

ITA.

2.19. “Withholding

Obligations” as defined in Section ‎5.5 below.

3. 102

AWARDS

3.1. Tracks.

Awards granted pursuant to this Section ‎3 are intended to be granted as either 102 Capital Gain Track Awards or 102 Ordinary Income

Track Awards. 102 Trustee Awards shall be granted subject to the special terms and conditions contained in this Section ‎3 and the

general terms and conditions of the Plan, except for any provisions of the Plan applying to Awards under different tax laws or regulations.

3.2. Election

of Track. Subject to Applicable Law, the Company may grant only one type of 102 Trustee Award at any given time to all Participants

who are to be granted 102 Trustee Awards pursuant to this Appendix, and shall file an election with the ITA regarding the type of 102

Trustee Award it elects to grant before the date of grant of any 102 Trustee Award (the “Election”). Such Election

shall also apply to any other securities received by any Participant as a result of holding the 102 Trustee Awards. The Company may change

the type of 102 Trustee Award that it elects to grant only after the expiration of at least 12 months from the end of the year in which

the first grant was made in accordance with the previous Election, or as otherwise provided by Applicable Law. Any Election shall not

prevent the Company from granting 102 Non-Trustee Awards.

3.3. Eligibility

for Awards. Subject to Applicable Law, 102 Awards may only be granted to Employees. Such 102 Awards may either be granted to a Trustee

or granted under Section 102 without a Trustee.

3.4. 102

Award Grant Date.

3.4.1. Each

102 Award will be deemed granted on the date determined by the Committee, subject to the provisions of the Plan, provided that (i) the

Participant has signed all documents required by the Company or pursuant to Applicable Law, and (ii) with respect to any 102 Trustee

Award, the Company has provided all applicable documents to the Trustee in accordance with the guidelines published by the ITA.

3.4.2. Unless

otherwise permitted by the Ordinance, any grants of 102 Trustee Awards that are made on or after the date of the adoption of the Plan

and this Appendix or an amendment to the Plan or this Appendix, as the case may be, that may become effective only at the expiration

of thirty (30) days after the filing of the Plan and this Appendix or any amendment thereof (as the case may be) with the ITA in accordance

with the Ordinance shall be conditional upon the expiration of such 30-day period, and such condition shall be read and is incorporated

by reference into any corporate resolutions approving such grants and into any Award Agreement evidencing such grants (whether or not

explicitly referring to such condition), and the date of grant shall be at the expiration of such 30-day period, whether or not the date

of grant indicated therein corresponds with this Section. In the case of any contradiction, this provision and the date of grant determined

pursuant hereto shall supersede and be deemed to amend any date of grant indicated in any corporate resolution or Award Agreement. Nevertheless,

this 30-day period may be waived subject to a special tax ruling to be obtained from the ITA and pursuant to its terms, or may not apply

to any exchange of equity pursuant to a special tax ruling and its terms.

3.5. 102

Trustee Awards.

3.5.1. Each

102 Trustee Award, each share of Common Stock issued pursuant to the grant, exercise or vesting of any 102 Trustee Award and any rights

granted thereunder, shall be allocated or issued to and registered in the name of the Trustee and shall be held in trust or controlled

by the Trustee (pursuant to an approval from the ITA) for the benefit of the Participant for the requisite period prescribed by the Ordinance

or such longer period as set by the Committee (the “Required Holding Period”). In the event that the requirements

under Section 102 to qualify an Award as a 102 Trustee Award are not met, then the Award may be treated as a 102 Non-Trustee Award or

3(9) Award (as determined by the Company), all in accordance with the provisions of the Ordinance. After the expiration of the Required

Holding Period, the Trustee may release such 102 Trustee Awards and any such shares of Common Stock, provided that (i) the Trustee has

received an acknowledgment from the ITA that the Participant has paid any applicable taxes due pursuant to the Ordinance, or (ii) the

Trustee and/or the Company and/or the Affiliate withhold(s) all applicable taxes and compulsory payments due pursuant to the Ordinance

arising from the 102 Trustee Awards and/or any shares of Common Stock issued upon exercise or (if applicable) vesting of such 102 Trustee

Awards. The Trustee shall not release any 102 Trustee Awards or shares of Common Stock issued upon exercise or (if applicable) vesting

thereof, or any rights received with respect to such Awards, prior to the payment in full of the Participant’s tax and compulsory

payments arising from such 102 Trustee Awards and/or shares of Common Stock or the withholding referred to in (ii) above.

3.5.2. Each

102 Trustee Award shall be subject to the relevant terms of the Ordinance, the Rules and any determinations, rulings or approvals issued

by the ITA, which shall be deemed an integral part of the 102 Trustee Awards and shall prevail over any term contained in the Plan, this

Appendix or the Award Agreement that is not consistent therewith. Any provision of the Ordinance, the Rules and any determinations, rulings

or approvals by the ITA not expressly specified in the Plan, this Appendix or Award Agreement that are necessary to receive or maintain

any tax benefit pursuant to Section 102 shall be binding on the Participant. The Participant granted a 102 Trustee Award shall comply

with the Ordinance and the terms and conditions of the Trust Agreement entered into between the Company and the Trustee. The Participant

shall execute any and all documents that the Company and/or the Affiliate and/or the Trustee determine from time to time to be necessary

in order to comply with the Ordinance and the Rules.

3.5.3. During

the Required Holding Period, the Participant shall not release from trust or sell, assign, transfer or give as collateral, the shares

of Common Stock issuable upon the exercise or (if applicable) vesting of a 102 Trustee Award and/or any securities issued or distributed

with respect thereto, until the expiration of the Required Holding Period. Notwithstanding the above, if any such sale, release or other

action occurs during the Required Holding Period it may result in adverse tax consequences to the Participant under Section 102 and the

Rules, which shall apply to and shall be borne solely by such Participant. Subject to the foregoing, the Trustee may, pursuant to a written

request from the Participant, but subject to the terms of the Plan and this Appendix, release and transfer such shares of Common Stock

to a designated third party, provided that both of the following conditions have been fulfilled prior to such release or transfer: (i)

payment has been made to the ITA of all taxes and compulsory payments required to be paid upon the release and transfer of the shares

of Common Stock, and confirmation of such payment has been received by the Trustee and the Company, and (ii) the Trustee has received

written confirmation from the Company that all requirements for such release and transfer have been fulfilled according to the terms

of the Company’s corporate documents, any agreement governing the shares of Common Stock, the Plan, this Appendix, the Award Agreement

and any Applicable Law.

3.5.4. If

a 102 Trustee Award is exercised or (if applicable) vested, the shares of Common Stock issued upon such exercise or (if applicable) vesting

shall be issued in the name of the Trustee for the benefit of the Participant, or shall be deposited with the Trustee, or be subject

to the Trustee’s control, if approved by the ITA.

3.5.5. Upon

or after receipt of a 102 Trustee Award, if required, the Participant may be required to sign an undertaking to release the Trustee from

any liability with respect to any action or decision duly taken and executed in good faith by the Trustee in relation to the Plan, this

Appendix, or any 102 Trustee Awards granted to such Participant hereunder.

3.6. 102

Non-Trustee Awards. The foregoing provisions of this Section ‎3 relating to 102 Trustee Awards shall not apply with respect to

102 Non-Trustee Awards, which shall, however, be subject to the relevant provisions of Section 102 and the applicable Rules. The Committee

may determine that 102 Non-Trustee Awards, the shares of Common Stock issuable upon the exercise or (if applicable) vesting of a 102

Non-Trustee Award and/or any securities issued or distributed with respect thereto, shall be allocated or issued to the Trustee, who

shall hold such 102 Non-Trustee Award and all accrued rights thereon (if any) in trust for the benefit of the Participant and/or the

Company, as the case may be, until the full payment of tax arising from the 102 Non-Trustee Awards, the shares of Common Stock issuable

upon the exercise or (if applicable) vesting of a 102 Non-Trustee Award and/or any securities issued or distributed with respect thereto.

The Company may choose, alternatively, to require the Participant to provide the Company with a guarantee or other security, to the satisfaction

of each of the Trustee and the Company, until the full payment of the applicable taxes.

3.7. Written

Participant Undertaking. With respect to any 102 Trustee Award, as required by Section 102 and the Rules, by virtue of the receipt

of such Award, the Participant is deemed to have undertaken and confirmed in writing the following (and such undertaking is deemed incorporated

into any documents signed by the Participant in connection with the employment or service of the Participant and/or the grant of such

Award). The following written undertaking shall be deemed to apply and relate to all 102 Trustee Awards granted to the Participant, whether

under the Plan and this Appendix or other plans maintained by the Company, and whether prior to or after the date hereof:

3.7.1. The

Participant shall comply with all terms and conditions set forth in Section 102 with regard to the “Capital Gain Track” or

the “Ordinary Income Track”, as applicable, and the applicable rules and regulations promulgated thereunder, as amended from

time to time;

3.7.2. The

Participant is familiar with, and understands the provisions of, Section 102 in general, and the tax arrangement under the “Capital

Gain Track” or the “Ordinary Income Track” in particular, and its tax consequences; the Participant agrees that the

102 Trustee Awards and shares of Common Stock that may be issued upon exercise or (if applicable) vesting of the 102 Trustee Awards (or

otherwise in relation to the Awards), will be held by a trustee appointed pursuant to Section 102 for at least the duration of the “Holding

Period” (as such term is defined in Section 102) under the “Capital Gain Track” or the “Ordinary Income Track”,

as applicable. The Participant understands that any release of such 102 Trustee Awards or shares of Common Stock from trust, or any sale

of the shares of Common Stock prior to the termination of the Holding Period, as defined above, will result in taxation at the marginal

tax rate, in addition to deductions of appropriate social security, health tax contributions or other compulsory payments; and

3.7.3. The

Participant agrees to the trust deed signed between the Company, his employing company and the trustee appointed pursuant to Section

102.

4. 3(9)

AWARDS

4.1. Awards

granted pursuant to this Section ‎4 are intended to constitute 3(9) Awards and shall be granted subject to the general terms and

conditions of the Plan, except for any provisions of the Plan applying to Awards under different tax laws or regulations. In the event

of any inconsistency or contradictions between the provisions of this Section ‎4 and the other terms of the Plan, this Section ‎4

shall prevail.

4.2. To

the extent required by the Ordinance or the ITA or otherwise deemed by the Committee to be advisable, the 3(9) Awards and/or any shares

of Common Stock or other securities issued or distributed with respect thereto granted pursuant to the Plan and this Appendix shall be

issued to a trustee nominated by the Committee in accordance with the provisions of the Ordinance. In such event, the trustee shall hold

such Awards and/or any shares of Common Stock or other securities issued or distributed with respect thereto in trust, until exercised

by the Participant or (if applicable) vested, and the full payment of tax arising therefrom, pursuant to the Company’s instructions

from time to time as set forth in a trust agreement, which will have been entered into between the Company and the trustee. If determined

by the Committee, and subject to such trust agreement, the Trustee shall be responsible for withholding any taxes to which a Participant

may become liable upon issuance of shares of Common Stock, whether due to the exercise or (if applicable) vesting of Awards.

4.3. Shares

of Common Stock pursuant to a 3(9) Award shall not be issued, unless the Participant delivers to the Company payment in cash or by bank

check or such other form acceptable to the Committee of all withholding taxes due, if any, on account of the Participant acquiring shares

of Common Stock under the Award or the Participant provides other assurance satisfactory to the Committee of the payment of those withholding

taxes.

5. AGREEMENT

REGARDING TAXES; DISCLAIMER

5.1. If

the Committee shall so require, as a condition of exercise of an Award or the release of shares of Common Stock by the Trustee, a Participant

shall agree that, no later than the date of such occurrence, the Participant will pay to the Company (or the Trustee, as applicable)

or make arrangements satisfactory to the Committee and the Trustee (if applicable) regarding payment of any applicable taxes and compulsory

payments of any kind required by Applicable Law to be withheld or paid.

5.2. TAX

LIABILITY. ALL TAX CONSEQUENCES UNDER ANY APPLICABLE LAW WHICH MAY ARISE FROM THE GRANT OF ANY AWARDS OR THE EXERCISE THEREOF, THE

SALE OR DISPOSITION OF ANY SHARES OF COMMON STOCK GRANTED HEREUNDER OR ISSUED UPON EXERCISE OR (IF APPLICABLE) VESTING OF ANY AWARD,

THE ASSUMPTION, SUBSTITUTION, CANCELLATION OR PAYMENT IN LIEU OF AWARDS OR FROM ANY OTHER ACTION IN CONNECTION WITH THE FOREGOING (INCLUDING

WITHOUT LIMITATION ANY TAXES AND COMPULSORY PAYMENTS, SUCH AS SOCIAL SECURITY OR HEALTH TAX PAYABLE BY THE PARTICIPANT OR THE COMPANY

IN CONNECTION THEREWITH) SHALL BE BORNE AND PAID SOLELY BY THE PARTICIPANT, AND THE PARTICIPANT SHALL INDEMNIFY THE COMPANY, THE AFFILIATE

AND THE TRUSTEE, AND SHALL HOLD THEM HARMLESS AGAINST AND FROM ANY LIABILITY FOR ANY SUCH TAX OR PAYMENT OR ANY PENALTY, INTEREST OR

INDEXATION THEREON. EACH PARTICIPANT AGREES TO, AND UNDERTAKES TO COMPLY WITH, ANY RULING, SETTLEMENT, CLOSING AGREEMENT OR OTHER SIMILAR

AGREEMENT OR ARRANGEMENT WITH ANY TAX AUTHORITY IN CONNECTION WITH THE FOREGOING WHICH IS APPROVED BY THE COMPANY.

5.3. NO

TAX ADVICE. THE PARTICIPANT IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING, EXERCISING

OR DISPOSING OF AWARDS HEREUNDER. THE COMPANY DOES NOT ASSUME ANY RESPONSIBILITY TO ADVISE THE PARTICIPANT ON SUCH MATTERS, WHICH SHALL

REMAIN SOLELY THE RESPONSIBILITY OF THE PARTICIPANT.

5.4. TAX

TREATMENT. THE COMPANY DOES NOT UNDERTAKE OR ASSUME ANY LIABILITY OR RESPONSIBILITY TO THE EFFECT THAT ANY AWARD SHALL QUALIFY WITH

ANY PARTICULAR TAX REGIME OR RULES APPLYING TO PARTICULAR TAX TREATMENT, OR BENEFIT FROM ANY PARTICULAR TAX TREATMENT OR TAX ADVANTAGE

OF ANY TYPE AND THE COMPANY SHALL BEAR NO LIABILITY IN CONNECTION WITH THE MANNER IN WHICH ANY AWARD IS EVENTUALLY TREATED FOR TAX PURPOSES,

REGARDLESS OF WHETHER THE AWARD WAS GRANTED OR WAS INTENDED TO QUALIFY UNDER ANY PARTICULAR TAX REGIME OR TREATMENT. THIS PROVISION SHALL

SUPERSEDE ANY DESIGNATION OF AWARDS OR TAX QUALIFICATION INDICATED IN ANY CORPORATE RESOLUTION OR AWARD AGREEMENT, WHICH SHALL AT ALL

TIMES BE SUBJECT TO THE REQUIREMENTS OF APPLICABLE LAW. THE COMPANY DOES NOT UNDERTAKE AND SHALL NOT BE REQUIRED TO TAKE ANY ACTION IN

ORDER TO QUALIFY ANY AWARD WITH THE REQUIREMENTS OF ANY PARTICULAR TAX TREATMENT AND NO INDICATION IN ANY DOCUMENT TO THE EFFECT THAT

ANY AWARD IS INTENDED TO QUALIFY FOR ANY TAX TREATMENT SHALL IMPLY SUCH AN UNDERTAKING. NO ASSURANCE IS MADE BY THE COMPANY OR THE AFFILIATE

THAT ANY PARTICULAR TAX TREATMENT ON THE DATE OF GRANT WILL CONTINUE TO EXIST OR THAT THE AWARD WILL QUALIFY AT THE TIME OF EXERCISE

OR DISPOSITION THEREOF WITH ANY PARTICULAR TAX TREATMENT. THE COMPANY AND THE AFFILIATE SHALL NOT HAVE ANY LIABILITY OR OBLIGATION OF

ANY NATURE IN THE EVENT THAT AN AWARD DOES NOT QUALIFY FOR ANY PARTICULAR TAX TREATMENT, REGARDLESS WHETHER THE COMPANY COULD HAVE TAKEN

ANY ACTION TO CAUSE SUCH QUALIFICATION TO BE MET AND SUCH QUALIFICATION REMAINS AT ALL TIMES AND UNDER ALL CIRCUMSTANCES AT THE RISK

OF THE PARTICIPANT. THE COMPANY DOES NOT UNDERTAKE OR ASSUME ANY LIABILITY TO CONTEST A DETERMINATION OR INTERPRETATION (WHETHER WRITTEN

OR UNWRITTEN) OF ANY TAX AUTHORITY, INCLUDING IN RESPECT OF THE QUALIFICATION UNDER ANY PARTICULAR TAX REGIME OR RULES APPLYING TO PARTICULAR

TAX TREATMENT. IF THE AWARDS DO NOT QUALIFY UNDER ANY PARTICULAR TAX TREATMENT IT COULD RESULT IN ADVERSE TAX CONSEQUENCES TO THE PARTICIPANT.

5.5. The

Company or the Affiliate may take such action as it may deem necessary or appropriate, in its discretion, for the purpose of or in connection

with withholding of any taxes and compulsory payments which the Trustee, the Company or the Affiliate is required by any Applicable Law

to withhold in connection with any Awards (collectively, “Withholding Obligations”). Such actions may include (i)

requiring Participants to remit to the Company in cash an amount sufficient to satisfy such Withholding Obligations and any other taxes

and compulsory payments, payable by the Company in connection with the Award or the exercise or (if applicable) vesting thereof; (ii)

subject to Applicable Law, allowing the Participants to provide shares of Common Stock, in an amount that at such time, reflects a value

that the Committee determines to be sufficient to satisfy such Withholding Obligations; (iii) withholding shares of Common Stock otherwise

issuable upon the exercise of an Award at a value which is determined by the Committee to be sufficient to satisfy such Withholding Obligations;

or (iv) any combination of the foregoing. The Company shall not be obligated to allow the exercise of any Award by or on behalf of a

Participant until all tax consequences arising from the exercise of such Award are resolved in a manner acceptable to the Company.

5.6. Each

Participant shall notify the Company in writing promptly and in any event within ten (10) days after the date on which such Participant

first obtains knowledge of any tax bureau inquiry, audit, assertion, determination, investigation, or question relating in any manner

to the Awards granted or received hereunder or shares of Common Stock issued thereunder and shall continuously inform the Company of

any developments, proceedings, discussions and negotiations relating to such matter, and shall allow the Company and its representatives

to participate in any proceedings and discussions concerning such matters. Upon request, a Participant shall provide to the Company any

information or document relating to any matter described in the preceding sentence, which the Company, in its discretion, requires.

5.7. With

respect to 102 Non-Trustee Awards, if the Participant ceases to be employed by the Company or any Affiliate, the Participant shall extend

to the Company and/or the Affiliate with whom the Participant is employed a security or guarantee for the payment of taxes due at the

time of sale of shares of Common Stock, all in accordance with the provisions of Section 102 and the Rules.

6. RIGHTS

AND OBLIGATIONS AS A STOCKHOLDER

6.1. A

Participant shall have no rights as a stockholder of the Company with respect to any shares of Common Stock covered by an Award until

the Participant exercises the Award, pays the exercise price therefor and becomes the record holder of the subject shares of Common Stock.

In the case of 102 Awards or 3(9) Awards (if such Awards are being held by a Trustee), the Trustee shall have no rights as a stockholder

of the Company with respect to the shares of Common Stock covered by such Award until the Trustee becomes the record holder for such

Common Stock for the Participant’s benefit, and the Participant shall not be deemed to be a stockholder and shall have no rights

as a stockholder of the Company with respect to the shares of Common Stock covered by the Award until the date of the release of such

shares of Common Stock from the Trustee to the Participant and the transfer of record ownership of such shares of Common Stock to the

Participant (provided however that the Participant shall be entitled to receive from the Trustee any cash dividend or distribution made

on account of the shares of Common Stock held by the Trustee for such Participant’s benefit, subject to any tax withholding and

compulsory payment). No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property)

or distribution of other rights for which the record date is prior to the date on which the Participant or Trustee (as applicable) becomes

the record holder of the shares of Common Stock covered by an Award, except as provided in the Plan.

6.2. With

respect to shares of Common Stock issued upon the exercise or (if applicable) vesting of Awards hereunder, any and all voting rights

attached to such Common Stock shall be subject to the provisions of the Plan, and the Participant shall be entitled to receive dividends

distributed with respect to such shares of Common Stock, subject to the provisions of the Company’s Certificate of Incorporation,

as amended from time to time, and subject to any Applicable Law (after deduction of all applicable tax payments).

7. GOVERNING

LAW

7.1. This

Appendix shall be governed by, construed and enforced in accordance with the laws of the State of Delaware, without reference to conflicts

of law principles, except that applicable Israeli laws, rules and regulations (as amended) shall apply to any mandatory tax matters arising

hereunder.

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