Non-Employee Directors shall be granted the equity awards described below. The awards described below shall be granted under and shall be subject to the terms and provisions of the Company’s 2020 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”) and shall be granted subject to award agreements, including attached exhibits, in substantially the form previously approved by the Board. All applicable terms of the Equity Plan apply to this Program as if fully set forth herein, and all grants of stock options hereby are subject in all respects to the terms of the Equity Plan and the applicable award agreement.

Equity Compensation. As an inducement to Executive's acceptance of employment, at the first meeting of the Board of Directors following the date on which Executive’s employment commences, Executive shall be granted a non-qualified stock option to purchase 50,000 shares of Company’s Common Stock (the “Common Stock”), at a per share exercise price equal to the fair market value of a share of Common Stock on the date of the grant (the “Option”) which Option shall vest as follows provided that Executive remains in service to the Company: 25% of the shares subject to the Option shall vest on the one-year anniversary on the date of grant and 1/48th of the total number of shares subject to the Option shall vest upon the completion of each month of service to the Company thereafter.

Equity Compensation. Any equity expenses that Employee shall be entitled to, if any, shall be listed on Exhibit A.

Equity Compensation. Three million six hundred and sixty thousand (3,660,000) shares of its restricted common stock to be issued as of the Effective Date, provided that Employee acknowledges that such grant is conditioned on Employee’s continued services to the Company until at least September 15, 2020. As such, Employee agrees that if he voluntarily ceases to provide services to the Company before such date or if you are terminated by the Company for Cause (as defined in Article 3.4 of this Agreement) then you will forfeit the Shares. If you are terminated from the Company without Cause after March 15, 2020, the forfeiture shall be limited to a pro rata portion based on the number of days remaining until September 15, 2020, divided by the number of days from the Effective Date.

Equity Compensation. The Executive shall be eligible to participate in Parent’s equity incentive plan according to its terms and conditions, as defined by Parent from time to time in its sole discretion. Both entitlement to any equity awards and the amount shall be determined by Parent in its sole discretion.

For his or her services as a director of the Company, the Director is eligible to receive awards under the Company’s equity incentive plans as may from time to time be determined by the Board or the administrator of such plan in its sole discretion. Upon execution of this agreement the Director will receive 10,000 Preferred Series A Shares in value of $100,000 under the terms and conditions set forth in the Certificate of Designation.

Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan, including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Section 2 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:

Equity. The Executive shall be eligible for any additional grants of equity compensation from time to time, subject to the approval of the Board, the Company’s 2023 Omnibus Incentive Plan, as amended from time to time, or any successor plan (“Plan”), and grant agreement issued thereunder.

Equity. For each calendar year during the Term, Employee shall be eligible to receive an annual award of stock options or restricted stock as a merit incentive based on the growth in shareholder value and/or other goals established at the sole discretion of the Board and granted pursuant to and subject to the terms and conditions of the Company’s incentive award plan and a written award agreement between the Company and Employee in a form approved by the Board. The amount, type of award, exercise price if applicable and vesting period shall be at the sole discretion of the Board (excluding Employee, if then a Board member). The Parties acknowledge and agree that the annual equity award for the 2016 calendar year was the February 29, 2016 grant to Employee of an option for the purchase of 144,000 shares of the Company’s outstanding voting common stock.

Equity. Executive has been granted options to purchase shares of the Company’s Common Stock (the “Options”), the terms of which shall continue to be governed in all respects by the governing plan documents, grant notices and stock option agreements. Executive shall be eligible to receive further stock grants and/or stock option awards in the sole discretion of the Board.