NATIONAL GRAPHITE CORP.

2015 EQUITY INCENTIVE PLAN

PURPOSES OF THE PLAN. The purpose of this National Graphite Corp. 2015 Equity

Incentive Plan is to attract and retain the best available personnel for positions of substantial

responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote

the success of the Company’s business. The Plan provides for the grant of Incentive Stock Options, Non-

Qualified Stock Options, Restricted Stock, Stock Appreciation Rights, and Performance Stock Awards.

DEFINITIONS. As used herein, the following definitions shall apply:

2.1

Acquisition means (a) a dissolution, liquidation or sale of all or substantially all

of the assets of the Company; (b) a merger or consolidation in which the Company is not the

surviving corporation; or (c) a merger in which the Company is the surviving corporation but the

shares of the Company’s common stock outstanding immediately preceding the merger are

converted by virtue of the merger into other property, whether in the form of securities, cash or

otherwise.

2.2

Administrator means the Board or the Committee responsible for conducting the

general administration of the Plan, as applicable, in accordance with Section 4.

2.3

Applicable Law means the requirements relating to the issuance and

administration of equity and stock option plans under the states’ corporate laws and federal and

state securities laws of the United States of America, the Code, any stock exchange or quotation

system on which the Common Stock is listed or quoted and the applicable laws of any foreign

country or jurisdiction where Awards are granted under the Plan.

2.4

Award means an award of Incentive Stock Options, Non-Qualified Stock

Options, Restricted Stock, Stock Appreciation Rights or Performance Stock granted to a Service

Provider under this Plan.

2.5

Award Agreement means the Option Agreement or other written agreement

between the Company and a Service Provider evidencing the terms and conditions of an

individual Award. The Award Agreement shall be subject to the terms and conditions of the

Plan.

2.6

Board means the Board of Directors of the Company.

2.7

Cause shall have the meaning ascribed to it in any written employment or service

agreement between the Company (or Subsidiary) and the Service Provider. If not otherwise

defined, “Cause” shall mean (a) a failure by the Service Provider to perform his duties or to

comply with any material provision of his employment or service agreement with the Company,

where such failure is not cured by the Service Provider within thirty (30) days after receiving

written notice from the Company (or Subsidiary) specifying in reasonable detail the nature of the

failure, (b) a breach of the Service Provider’s fiduciary duty to the Company (or a Parent or

Subsidiary) by reason of receipt of personal profits, (c) conviction of a felony, or (d) any other

willful and gross misconduct committed by the Service Provider affecting the Company (or

Subsidiary).

2015 Equity Incentive Plan

Page 1 of 17

2.8

Code means the Internal Revenue Code of 1986, as amended, or any successor

statute or statutes thereto. Reference to any particular Code section shall include any successor

section and any regulations or authorities promulgated thereunder.

2.9

Committee means a committee appointed by the Board in accordance with

Section 4.

2.10

Common Stock means the Common Stock of the Company, par value $0.001 per

share.

2.11

Company means National Graphite Corp., a Nevada corporation.

2.12

Consultant means any consultant or adviser if: (i) the consultant or adviser

renders bona fide services to the Company (or any Subsidiary); (ii) the services rendered by the

consultant or adviser 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

securities; and (iii) the consultant or adviser is a natural person who has contracted directly with

the Company or any Subsidiary of the Company to render such services.

2.13

Director means a member of the Board.

2.14

Employee means any person, including an Officer or Director, who is an

employee (as defined in accordance with Section 3401(c) of the Code) of the Company (or any

Subsidiary). An Employee shall not cease to be an Employee in the case of (i) any leave of

absence approved by the Company or (ii) transfers between locations of the Company or between

the Company, its Subsidiary, or any successor. For purposes of Incentive Stock Options, no such

leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is

guaranteed by statute or contract. Neither service as a Director nor payment of a director’s fee by

the Company shall be sufficient, by itself, to constitute “employment” by the Company.

2.15

Exchange Act means the Securities Exchange Act of 1934, as amended, or any

successor statute or statutes thereto. Reference to any particular Exchange Act section shall

include any successor section and any regulations or authorities promulgated thereunder.

2.16

Fair Market Value of a Share means, as of any date, the fair market value

determined consistent with the requirements of Sections 422 and 409A of the Code, as follows:

(a)

If the Common Stock is listed on any established stock exchange or a

national market system, its Fair Market Value shall be the mean between the highest and

lowest quoted selling prices for a share of such stock (or the closing bid, if no sales were

reported) as quoted on such exchange or system for the last market trading day prior to

the time of determination, as reported in The Wall Street Journal or such other source as

the Administrator deems reliable;

(b)

If the Common Stock is regularly quoted by a recognized securities

dealer but selling prices are not reported, its Fair Market Value shall be the mean between

the high bid and low asked prices for a share of the Common Stock on the last market

trading day prior to the day of determination; or

2015 Equity Incentive Plan

Page 2 of 17

(c)

In the absence of an established market for the Common Stock, the Fair

Market Value thereof shall be determined in good faith by the Administrator in

accordance with Applicable Law, except as provided in Section 11.

2.17

Holder means a person who has been granted an Award or who becomes the

holder of an Award or who holds Shares acquired pursuant to the exercise of an Award.

2.18

Incentive Stock Option means an Option (or portion thereof) which qualifies as

an incentive stock option within the meaning of Section 422 of the Code and which is designated

as an Incentive Stock Option by the Administrator.

2.19

Independent Director means a Director who is not an Employee of the Company.

2.20

Non-Qualified Stock Option means an Option (or portion thereof) that is not

designated as an Incentive Stock Option by the Administrator, or which is designated as an

Incentive Stock Option by the Administrator but fails to qualify as an Incentive Stock Option.

2.21

Officer means a person who is an officer of the Company within the meaning of

Section 16 of the Exchange Act.

2.22

Option means a stock option granted pursuant to the Plan.

2.23

Option Agreement means the written agreement between the Company and a

Service Provider evidencing the terms and conditions of an individual Option. The Option

Agreement shall be subject to the terms and conditions of the Plan.

2.24

Parent means any corporation, other than the Company, whether now or hereafter

existing, in an unbroken chain of corporations ending with the Company if each of the

corporations other than the last corporation in the unbroken chain owns equity possessing more

than fifty percent (50%) of the total combined voting power of all classes of equity in one of the

corporations in such chain.

2.25

Performance Stock means Shares to be granted in the future upon completion of

specified performance criteria in accordance with Section 9.

2.26

Plan means this National Graphite Corp. Equity Incentive Plan

2.27

Public Offering means consummation of an underwritten public offering of the

Company's stock registered under the Securities Act.

2.28

Restricted Stock means Shares acquired pursuant to a grant of Restricted Stock

under Section 9 or pursuant to the exercise of an unvested Option in accordance with Section 8.8.

2.29

Rule 16b-3 means that certain Rule 16b-3 under the Exchange Act, as such Rule

may be amended from time to time.

2.30

Section 16(b) means Section 16(b) of the Exchange Act, as such Section may be

amended from time to time.

2015 Equity Incentive Plan

Page 3 of 17

2.31

Securities Act means the Securities Act of 1933, as amended, or any successor

statute or statutes thereto. Reference to any particular Securities Act section shall include any

successor section.

2.32

Service Provider means an Employee, Director or Consultant.

2.33

Share means a share of Common Stock, as adjusted in accordance with

Section 10.

2.34

Shareholders Agreement means an agreement between the shareholders of the

Company which an Award Holder may be required to sign as a condition of the issuance of

Shares pursuant to an Award granted under the Plan, as provided in Section 11.

2.35

Stock Appreciation Right means a stock appreciation right granted in accordance

with Section 9.

2.36

Subsidiary means any corporation, whether now or hereafter existing (other than

the Company), in an unbroken chain of corporations beginning with the Company if each of the

entities other than the last corporation in the unbroken chain owns equity possessing more than

fifty percent (50%) of the total combined voting power of all classes of equity in one of the other

entities in such chain or any other entity of which a majority of the outstanding voting stock or

voting power is beneficially owned directly or indirectly by the Company. Notwithstanding the

forgoing, with respect to grant of a Non-qualified Stock Option, to the extent allowed under

Section 409A, Subsidiary may include a corporation designated by the Administrator in which the

Company has a significant interest at least equal to twenty percent (20%) of the total combined

voting power of all classes of stock in such entity and there is a significant business nexus

between the Service Provider and the Company and legitimate business criteria to justify the

grant of an Award to such Eligible Person.

STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 10, the

Shares of stock subject to Award grants shall be Shares of the Company’s Common Stock. The

maximum aggregate number of Shares which may be issued pursuant to Awards under the Plan shall be

ten million (10,000,000) Shares. If an Award expires, is canceled, becomes unexercisable or is forfeited,

without having been exercised or vested in full, the unpurchased or unvested Shares which were subject

thereto shall become available for future Awards under the Plan (unless the Plan has terminated). Shares

which are delivered by the Holder or withheld by the Company upon the exercise of an Option or receipt

of an Award, in payment of the exercise price thereof or tax withholding thereon, may again be awarded

hereunder. If Shares issued pursuant to Awards are repurchased by the Company at their original

purchase price, such Shares shall become available for future Awards under the Plan. Notwithstanding

the provisions of this Section 3, no Shares may again be subject to future Award if such action would

cause an outstanding Incentive Stock Option to fail to qualify as an Incentive Stock Option under Code

Section 422.

ADMINISTRATION OF THE PLAN.

4.1

Administrator. The Plan shall be administered by the Board or by a Committee

to which administration of the Plan, or of part of the Plan, is delegated by the Board. The Board

shall appoint and remove members of the Committee in its discretion in accordance with

Applicable Laws. If necessary, in the Board’s discretion, to comply with Rule 16b-3 under the

Exchange Act and Section 162(m) of the Code, the Committee shall be comprised solely of “non-

2015 Equity Incentive Plan

Page 4 of 17

employee directors” within the meaning of said Rule 16b-3 and “outside directors” within the

meaning of Section 162(m) of the Code. The foregoing notwithstanding, the Administrator may

delegate nondiscretionary administrative duties to such employees of the Company as it deems

proper and the Board, in its absolute discretion, may at any time and from time to time exercise

any and all rights and duties of the Administrator under the Plan.

4.2

Powers of the Administrator. Subject to the express provisions of the Plan and

the specific duties delegated by the Board to such Committee, and subject to the approval of any

relevant authorities, the Administrator shall have plenary authority to the maximum extent

permissible by Applicable Law, in its sole discretion:

(a)

to determine the Fair Market Value of a Share;

(b)

to select the Service Providers to whom Awards may from time to time

be granted hereunder and the time of such Awards;

(c)

to determine the number of Shares to be covered by each such Award

granted hereunder;

(d)

to approve forms of Award Agreements for use under the Plan;

(e)

to determine the terms and conditions of any Awards granted hereunder

(such terms and conditions include the exercise price, the time or times when Awards

may vest or be exercised (which may be based on, among other things, the passage of

time, specific events or performance criteria), any acceleration (as permissible under

Section 409A of the Code) of such vesting or exercise date or imposition or waiver of

forfeiture restrictions, and any restriction or limitation regarding any Shares received

upon grant or exercise of an Award, based in each case on such factors as the

Administrator, in its sole discretion, shall determine);

(f)

to determine whether to offer to repurchase, replace or reprice a

previously granted Award and to determine the terms and conditions of such offer

(including whether any purchase price is to be paid in cash or Shares);

(g)

to determine whether and under what conditions options granted under

another option plan of the Company, a Subsidiary or an entity which is acquired by or

merged into the Company or a Parent or Subsidiary may be converted into Options on

Company Shares granted under and subject to the terms of this Plan;

(h)

to prescribe, amend and rescind rules and regulations relating to the Plan,

including rules and regulations relating to sub-plans established for the purpose of

qualifying for preferred tax treatment under foreign tax laws;

(i)

to determine the amount and timing of withholding tax obligations and to

allow Holders to satisfy withholding tax obligations by electing to have the Company

withhold from the Shares to be issued pursuant to any Award the number of Shares

having a Fair Market Value equal to the minimum amount, determined by the

Administrator in its sole discretion, required to be withheld based on the statutory

withholding rates for federal, state and local tax purposes that apply to supplemental

taxable income. The Fair Market Value of the Shares to be withheld shall be determined

on the date that the amount of tax is required to be withheld. All elections by Holders to

2015 Equity Incentive Plan

Page 5 of 17

have Shares withheld for this purpose shall be made in such form and under such

conditions as the Administrator may deem necessary or advisable;

(j)

to exercise its sole discretion in a manner such that Awards which are

granted to individuals who are foreign nationals or are employed outside the United

States may contain terms and conditions which are different from the provisions

otherwise specified in the Plan but which are consistent with the tax and other laws of

foreign jurisdictions applicable to the Service Providers and which are designed to

provide the Service Providers with benefits which are consistent with the Company’s

objectives in establishing the Plan;

(k)

to amend the Plan or any Award granted under the Plan as provided in

Section 10; and

(l)

to construe and interpret the terms of the Plan and Awards granted

pursuant to the Plan and to exercise such powers and perform such acts as the

Administrator deems necessary or desirable to promote the best interests of the Company

which are not in conflict with the provisions of the Plan.

4.3

Compliance with Code Section 409A. Notwithstanding any other provision of

the Plan, the Administrator shall have no authority to issue an Award under the Plan under terms

and conditions which would cause such Award to be considered non-qualified “deferred

compensation” subject to the provisions of Code Section 409A. Accordingly, by way of example

but not limitation, no Options or Stock Appreciation Rights shall be issued with an exercise price

below Fair Market Value and all Restricted Stock and Performance Stock Shares shall be issued

and reported as income to the Holder no later than two and one half (2½) months after the end of

the calendar year in which the right to such Shares becomes vested. Notwithstanding anything

herein to the contrary, no Award Agreement shall provide for any deferral feature with respect to

an Award constituting a deferral of compensation under Section 409A of the Code. It is the intent

that the Plan and all Award Agreement be interpreted to comply in all respects with Code Section

409A, however, the Company shall have no liability to Service Providers or Holders in the event

taxes or excise taxes may ultimately be determined to be applicable to any Award under the Plan.

4.4

Effect of Administrator’s Decision. All decisions, determinations and

interpretations of the Administrator shall be final and binding on all Holders.

4.5

Liability of Administrator. No member of the Board, Committee or acting

Administrator shall be liable for anything whatsoever in connection with the administration of the

Plan, except such member’s own willful misconduct. Under no circumstances shall any member

of the Board or Committee be liable for any act or omission of any other member of the Board or

Committee. In the performance of its functions with respect to the Plan, the Board and

Committee shall be entitled to rely upon information and advice furnished by Company’s

officers, Company’s accountants, Company’s legal counsel and any other qualified consultant the

Administrator determines it is necessary to consult for proper administration of the Plan, and no

member of the Board or Committee shall be liable for any action taken or not taken in reliance

upon any such advice.

2015 Equity Incentive Plan

Page 6 of 17

ELIGIBILITY.

5.1

Eligible Persons. Awards may be granted to all Service Providers, provided,

however, that Incentive Stock Options may be granted only to Employees.

5.2

Administrative Discretion. If otherwise eligible, a Service Provider who has been

granted an Award may be granted additional Awards. In exercising its authority to set the terms

and conditions of Awards, and subject only to the limits of Applicable Law, the Administrator

shall be under no obligation or duty to treat similarly situated Service Providers or Holders in the

same manner, and any action taken by the Administrator with respect to one Service Provider or

Holder shall in no way obligate the Administrator to take the same or similar action with respect

to any other Service Provider or Holder.

5.3

Section 162(m) Limitation. No Service Provider shall be granted, in any

calendar year, Options or Stock Appreciation Rights covering more than 500,000 Shares. The

foregoing limitation shall be adjusted proportionately in connection with any change in the

Company’s capitalization as described in Section 10. For purposes of this Section, if an Option is

canceled, forfeited or materially modified in the same calendar year it was granted (other than in

connection with a transaction described in Section 10), the canceled or modified Option shall be

counted against the limit set forth in this Section. For this purpose, if the exercise price of an

Option is reduced, the transaction shall be treated as a cancellation of the Option and the grant of

a new Option and if the base price of a Stock Appreciation Right is reduced, the transaction shall

be treated as a cancellation of the Stock Appreciation Right and the grant of a new Stock

Appreciation Right.

GRANT OF OPTIONS.

6.1

Grant of Options. The Committee may grant Options to such Service Providers,

for such number of shares, and subject to such terms and conditions as the Administrator may

determine in its sole discretion. Each Option shall be designated by the Administrator in the

Option Agreement as either an Incentive Stock Option or a Non-Qualified Stock Option.

However, notwithstanding such designations, to the extent that the aggregate Fair Market Value

of Shares subject to a Holder’s Incentive Stock Options and other incentive stock options granted

by the Company, any Parent or Subsidiary, which become exercisable for the first time during

any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds one

hundred thousand dollars ($100,000), such excess Options or other options shall be treated as

Non-Qualified Stock Options. For purposes of this Section 6.1, Incentive Stock Options shall be

taken into account in the order in which they were granted, and the Fair Market Value of the

Shares shall be determined as of the time of grant of each Option.

6.2

Term of Option. The term of each Option shall be stated in the Option

Agreement; provided, however, that the term shall be no more than ten (10) years from the date

of grant thereof. In the case of an Incentive Stock Option granted to an Employee who, at the

time the Option is granted, owns (or is treated as owning under Code Section 424) stock

possessing more than ten percent (10%) of the total combined voting power of all classes of stock

of the Company or any Parent or Subsidiary, the term of the Option shall be no more than five (5)

years from the date of grant.

6.3

No Shareholder Rights. The Holder of an Option shall have no rights of a

stockholder with respect to Shares covered by such Option until the Holder exercises the Option

2015 Equity Incentive Plan

Page 7 of 17

and the Shares are issued to the Holder. If the Holder uses Shares to exercise an Option, the

Holder will continue to be treated as owning such Shares until new Shares are issued under the

exercised Option.

OPTION EXERCISE PRICE AND CONSIDERATION.

7.1

Exercise Price. Except as provided in Section 10, the per share exercise price for

the Shares to be issued upon exercise of an Option shall be such price as is determined by the

Administrator (not less than par value), under the following conditions:

(a)

the per Share exercise price for any Incentive Stock Option or Non-

Qualified Stock Option granted under that Plan shall be no less (and shall not have

potential to become less at any time) than one hundred percent (100%) of the Fair Market

Value per Share on the date of grant; and

(b)

if at the time of grant of an Option, the Service Provider owns (or is

treated as owning under Applicable Law) stock representing more than ten percent (10%)

of the voting power of all classes of stock of the Company or any Parent or Subsidiary, an

Incentive Stock Option (or to the extent required by state law, a Non-Qualified Stock

Option¹) granted to such Service Provider shall bear an exercise price of no less than one

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

Notwithstanding the foregoing, pursuant to Section 10 Options may be granted with, or

converted at, a per Share exercise price other than as required above pursuant to a

merger, acquisition or other corporate transaction if consistent with the requirements of

Applicable Law.

7.2

Consideration. The consideration to be paid for the Shares to be issued upon

exercise of an Option, including the method of payment, shall be determined by the

Administrator. Such consideration may consist of (1) cash, (2) check, (3) to the extent consistent

with Applicable Law, a full recourse promissory note bearing interest (at a rate not less than the

applicable federal rate under Code Section 1274(d)) and payable upon such terms as may be

prescribed by the Administrator, (4) other Shares which (x) in the case of Shares acquired from

the Company, have been owned by the Holder for more than six (6) months on the date of

surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate

exercise price of the Shares as to which such Option shall be exercised, (5) surrendered Shares

then issuable upon exercise of the Option having a Fair Market Value on the date of exercise

equal to the aggregate exercise price of the Option or exercised portion thereof, (6) property of

any kind which constitutes good and valuable consideration, (7) to the extent consistent with

Applicable Laws, delivery of a notice that the Holder has placed a market sell order with a broker

with respect to Shares then issuable upon exercise of the Options and that the broker has been

directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction

of the Option exercise price provided, that payment of such proceeds is then made to the

Company upon settlement of such sale, or (8) any combination of the foregoing methods of

payment.

Applicable to California Corp. Code Section 25102(o) exemption under California

Code of Regulations Title 10, Section 260.140.41-50 – listed in Appendix A.

2015 Equity Incentive Plan

Page 8 of 17

EXERCISE OF OPTION.

8.1

Vesting; No Fractional Exercises. Except as provided in Section 10, Options

granted hereunder shall be vested and exercisable according to the terms hereof at such times and

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

Unless otherwise specified or to the extent required by California state law, Options granted

under the Plan to a Service Provider other than an Officer or Director or a Consultant shall vest at

a rate of at least twenty percent (20%) per year over not more than five (5) years from the date the

Option is granted, subject to reasonable conditions such as continued service. No Option may be

exercised for a fraction of a Share.²

8.2

Deliveries upon Exercise. All or a portion of an exercisable Option shall be

deemed exercised upon delivery of all of the following to the Secretary of the Company or his

office:

(a)

A written or electronic notice complying with the applicable rules

established by the Administrator stating that such Option, or a portion thereof, is

exercised. The notice shall be signed by the Holder or other person then entitled to

exercise the Option or such portion of the Option;

(b)

Such representations and documents as the Administrator deems

necessary or advisable to effect compliance with Applicable Law. The Administrator

may also take whatever additional actions it deems appropriate to effect such compliance,

including placing legends on Share certificates and issuing stop transfer notices to agents

and registrars;

(c)

A Shareholders Agreement (or upon the exercise of all or a portion of an

unvested Option pursuant to Section 8.8, a Restricted Stock Award Agreement) in a form

determined by the Administrator and signed by the Holder or other person then entitled to

exercise the Option or such portion of the Option; and

(d)

In the event that the Option shall be exercised pursuant to Section 8.6 by

any person or persons other than the Holder, appropriate proof of the right of such person

or persons to exercise the Option.

8.3

Conditions to Delivery of Share Certificates. The Company shall not be required

to issue or deliver any certificate or certificates for Shares purchased upon the exercise of any

Option or portion thereof prior to fulfillment of all of the following conditions:

(a)

The admission of such Shares to listing on all stock exchanges on which

such class of stock is then listed;

(b)

The completion of any registration or other qualification of such Shares

under any state or federal law, or under the rulings or regulations of the Securities and

Exchange Commission or any other governmental regulatory body which the

Administrator shall, in its sole discretion, deem necessary or advisable;

² See California Code of Regulations Title 10, Section 260.140.41-50 – Appendix A.

2015 Equity Incentive Plan

Page 9 of 17

(c)

The obtaining of any approval or other clearance from any state or

federal governmental agency or compliance with any lock-up period as provided in

Section 11, which the Administrator shall, in its sole discretion, determine to be

necessary or advisable;

(d)

The lapse of such reasonable period of time following the exercise of the

Option as the Administrator may establish from time to time for reasons of administrative

convenience; and

(e)

The receipt by the Company of full payment for such Shares, including

payment of any applicable withholding tax determined by the Administrator, which in the

sole discretion of the Administrator may be in the form of consideration used by the

Holder to pay for such Shares under Section 7.2. The Company may agree to withhold

such amounts from the Shares delivered under the Option, in the complete and sole

discretion of the Administrator.

8.4

Termination of Relationship as a Service Provider. If a Holder ceases to be a

Service Provider other than by reason of the Service Provider’s disability or death or termination

for Cause, unless otherwise provided in the Option Agreement, the Option shall remain

exercisable for the lesser of three (3) months following such cessation or the remaining term of

the Option. If, on the date of termination, the Holder is not vested as to the entire Option, unless

otherwise provided in the Option Agreement, the Shares covered by the unvested portion of the

Option immediately cease to be issuable under the Option. If, after termination, the Holder does

not exercise the Option within the applicable time period, the Option shall terminate. If the

Holder is terminated for Cause, the Option shall terminate upon such termination for Cause.

8.5

Disability of Holder. If a Holder ceases to be a Service Provider as a result of the

Service Provider’s disability, unless otherwise specified in the Option Agreement, the Option

shall remain exercisable for the lesser of twelve (12) months following such cessation or the

remaining term of the Option. If such disability is not a “disability” as such term is defined in

Section 22(e)(3) of the Code, in the case of an Incentive Stock Option such Incentive Stock

Option shall automatically cease to be treated as an Incentive Stock Option and shall be treated

for federal income tax purposes as a Non-Qualified Stock Option from and after the day which is

three (3) months and one (1) day following such termination. If, on the date of termination, the

Holder is not vested as to the entire Option, the Shares covered by the unvested portion of the

Option shall immediately cease to be issuable under the Option. If, after termination, the Holder

does not exercise the Option within the time specified herein, the Option shall terminate.

8.6

Death of Holder. If a Service Provider dies while a Service Provider, unless

otherwise specified in the Option Agreement, the Option shall remain exercisable for the lesser of

twelve (12) months following the Service Provider’s death or the remaining term of the Option.

If, at the time of death, the Holder is not vested as to the entire Option, the Shares covered by the

unvested portion of the Option shall immediately cease to be issuable under the Option. The

Option may be exercised by the executor or administrator of the Holder’s estate or, if none, by the

person(s) entitled to exercise the Option under the Holder’s will or the laws of descent or

distribution. If the Option is not so exercised within the time specified herein, the Option shall

terminate.

8.7

Regulatory Extension. A Holder’s Option Agreement may provide that if the

exercise of the Option following the termination of the Holder’s status as a Service Provider

(other than upon the Holder’s death or disability) would be prohibited at any time solely because

2015 Equity Incentive Plan

Page 10 of 17

the issuance of Shares would violate the registration requirements under the Securities Act, then

the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in

Section 6.2 or (ii) the expiration of a period of three (3) months (after the termination of the

Holder’s Status as a Service Provider) during which the exercise of the Option would no longer

be in violation of such registration requirements.

8.8

Early Exercisability. The Administrator may provide in the terms of a Holder’s

Option Agreement that the Holder may, at any time before the Holder’s status as a Service

Provider terminates, exercise the Option in whole or in part in exchange for Restricted Stock prior

to the full vesting of the Option; provided however, that Shares acquired upon exercise of an

Option which has not fully vested shall be subject to the same forfeiture, transfer or other

restrictions as determined by the Administrator and set forth in the Option Agreement.

8.9

Buyout Provisions. The Administrator may at any time offer to repurchase for a

payment in cash or Shares, an Option previously granted, based on such terms and conditions as

the Administrator shall establish and communicate to the Holder at the time that such offer is

made.

EQUITY BASED AWARDS OTHER THAN OPTIONS

9.1

Restricted Stock Awards.

(a)

Restricted Stock Grant. The Administrator may grant Restricted Stock to

such Service Providers, in such amounts, and subject to such terms and conditions as the

Administrator may determine, in its sole discretion, including restrictions on

transferability, which restrictions may lapse separately or in combination at such times,

under such circumstances, in such installments, or otherwise. Unless otherwise specified

or to the extent required by Applicable Law, restrictions on transferability with respect to

a Restricted Stock granted under the Plan to a Service Provider other than an Officer or

Director or a Consultant shall lapse at a rate of at least twenty percent (20%) per year

over a period of not more than five (5) years.

(b)

Award Agreement. Restricted Stock shall be granted under an Award

Agreement and shall be evidenced by certificates registered in the name of the Holder

and bearing an appropriate legend referring to the terms, conditions, and restrictions

applicable to such Restricted Stock. The Company may retain physical possession of any

such certificates, and the Company may require a Service Provider awarded Restricted

Stock to deliver a stock power to the Company, endorsed in blank, relating to the

Restricted Stock for so long as the Restricted Stock is subject to a risk of forfeiture or

repurchase by the Company at Fair Market Value.

(c)

Restricted Stock Purchase. The Administrator may require a Service

Provider to pay a purchase price to receive Restricted Stock at the time the Award is

granted, in which case the purchase price and the form and timing of payment shall be

specified in the Award Agreement in addition to the vesting provisions and other

applicable terms.

(d)

Withholding. The Administrator may require a Service Provider to pay

or otherwise provide for any applicable withholding tax determined by the Administrator

to be due at the time restrictions lapse or, in the event of an election under Section 83(b),

at the time of the Award.

2015 Equity Incentive Plan

Page 11 of 17

(e)

No Deferral Provisions. Notwithstanding any other provision of the

Plan, a Restricted Stock Award shall not provide for any deferral of compensation

recognition after vesting with respect to Restricted Stock which would cause the Award

to constitute a deferral of compensation subject to Section 409A of the Code.

(f)

Rights as a Shareholder. The Holder of Restricted Stock shall have

rights equivalent to those of a shareholder and shall be a shareholder when the Restricted

Stock grant is entered upon the records of the duly authorized transfer agent of the

Company.

9.2

Stock Appreciation Rights. Two types of Stock Appreciation Rights (“SARs”)

shall be authorized for issuance under the Plan: (1) stand-alone SARs and (2) stapled SARs. The

Award Agreement granting an SAR shall be in such form and shall contain such terms and

conditions as the Board shall deem appropriate and shall not include terms which cause the

Award to be considered non-qualified deferred compensation subject to the provisions of Section

409A of the Code. The terms and conditions of Stock Appreciation Right Award Agreements

need not be identical, but each Award Agreement shall include (through incorporation of

provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the

following provisions:

(a)

Stand-Alone SARs. Stand-alone SARs shall cover a specified number of

underlying shares of Common Stock and shall be redeemable upon such terms and

conditions as the Board may establish. Upon redemption of the stand-alone SAR, the

Holder shall be entitled to receive a distribution from the Company in an amount equal to

the excess, if any, of (i) the aggregate Fair Market Value on the redemption date of the

Shares underlying the redeemed right, over, (ii) the aggregate base price of such

underlying Shares at the time of grant. The distribution shall be in cash or Shares, as

specified in the Award Agreement, unless distribution in Shares is necessary to avoid

application of Code Section 409A, in which case the distribution shall be in Shares. The

number of Shares underlying each stand-alone SAR and the base price of such Shares

shall be determined by the Administrator in its sole discretion at the time the stand-alone

SAR is granted. In no event, however, may the base price be less than one hundred

percent (100%) of the Fair Market Value of the underlying Shares on the grant date.

(b)

Stapled SARs. Stapled SARs shall only be granted concurrently with an

Option to acquire the same number of Shares as the number of such Shares underlying

the stapled SARs. Stapled SARs shall be redeemable upon such terms and conditions as

the Administrator may establish and shall grant a Holder the right to elect among (i) the

exercise of the concurrently granted Option for Shares, whereupon the number of Shares

subject to the stapled SARs shall be reduced by an equivalent number, (ii) the redemption

of such stapled SARs in exchange for a distribution from the Company in an amount

equal to the excess of the Fair Market Value on the redemption date of the number of

vested Shares which the Holder redeems over the aggregate base price for such vested

Shares, whereupon the number of Shares subject to the concurrently granted Option shall

be reduced by any equivalent number, or (iii) a combination of (i) and (ii). The

distribution under alternative (ii) shall be in cash or Shares as specified in the Award

Agreement unless distribution in Shares is necessary to avoid application of Code Section

409A, in which case the distribution shall be in Shares. The base price of such Shares

shall be determined by the Administrator at the time the Option and Stapled SAR is

granted; however, in no event may the base price be less (and shall not have potential to

2015 Equity Incentive Plan

Page 12 of 17

become less at any time) than one hundred percent (100%) of the Fair Market Value of

the underlying Shares on the grant date.

(c)

No Shareholder or Secured Rights. The Holder of an SAR shall have no

rights of a stockholder with respect to Shares covered by the SAR unless and until the

SAR is exercised and Shares are issued to the Holder. Prior to receipt of a cash

distribution or Shares pursuant to an SAR, such Award shall represent an unfunded

unsecured contractual obligation of the Company and the Company shall be under no

obligation to set aside any Shares or other assets to fund such obligation. Prior to vesting

and exercise, the Holder shall have no greater claim to the Shares underlying such SAR

or any other assets of the Company than any other unsecured general creditor and such

rights may not be sold, pledged, assigned, transferred or encumbered in any manner other

than by will or by the laws of intestate succession as provided in Section 12.

9.3

Performance Stock.

(a)

Performance Stock Awards. The Administrator may make Performance

Stock Awards entitling recipients to acquire shares of Stock upon the attainment of

specified performance goals. The Administrator may make Performance Stock Awards

independent of, or in connection with, the granting of any other Award under the Plan.

The Administrator, in its sole discretion, shall determine the performance goals

applicable under each such Award, the periods during which performance is to be

measured, and all other limitations and conditions applicable to the awarded Performance

Stock.

(b)

Award Agreement. Performance Stock shall be granted under an Award

Agreement referring to the terms, conditions, and restrictions applicable to such

Performance Stock.

(c)

No Deferral Provisions. Notwithstanding anything herein to the

contrary, a Performance Stock Award shall provide for prompt issuance of Shares upon

vesting of the Award and shall not include any deferral of issuance and/or of

compensation recognition after vesting which would cause the Award to constitute a

deferral of compensation subject to Section 409A of the Code. The Administrator may at

any time accelerate or waive any or all of the goals, restrictions or conditions imposed

under any Performance Stock Award.

(d)

No Shareholder or Secured Rights. A Holder shall be entitled to receive a

stock certificate evidencing the acquisition of Shares under a Performance Stock Award

only upon satisfaction of all conditions specified in the Award Agreement evidencing the

Award. A Holder receiving a Performance Stock Award shall have no rights of a

stockholder as to Shares covered by such Award unless and until such Shares are issued

to the Holder under the Plan. Prior to receipt of the Shares underlying such Award, a

Performance Stock Award shall represent no more than an unfunded, unsecured,

contractual obligation of the Company and the Company shall be under no obligation to

set aside any assets to fund such Award. Prior to vesting and issuance of the Shares, the

Holder shall have no greater claim to the Common Stock underlying such Award or any

other assets of the Company than any other unsecured general creditor and such rights

may not be sold, pledged, assigned or transferred in any manner other than by will or by

the laws of intestate succession as provided in Section 12.

2015 Equity Incentive Plan

Page 13 of 17

10.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR

ASSET SALE.

10.1

Corporate Transaction or Capitalization Event. In the event that the

Administrator determines that any dividend or other distribution (whether in the form of cash,

Common Stock, other securities, or other property), recapitalization, reclassification, stock split,

reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,

repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or

substantially all of the assets of the Company, or exchange of Common Stock or other securities

of the Company, issuance of warrants or other rights to purchase Common Stock or other

securities of the Company, or other similar corporate transaction or event, in the Administrator’s

sole discretion, affects the Common Stock such that an adjustment is determined by the

Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or

potential benefits intended by the Company to be made available under the Plan or with respect to

any Award, then the Administrator shall, in such manner as it may deem equitable, adjust any or

all of:

(a)

the number and kind of shares of Common Stock (or other securities or

property) with respect to which Awards may be granted (including, but not limited to,

adjustments of the limitations in Section 3 on the maximum number and kind of Shares

which may be issued and adjustments of the maximum number of Shares that may be

purchased by any Holder in any calendar year pursuant to Section 5.3);

(b)

the number and kind of shares of Common Stock (or other securities or

property) subject to outstanding Awards; and

(c)

the grant, exercise price or base price with respect to any Award.

10.2

Administrative Discretion. In the event of any transaction or event described in

subsection (a) hereof, the Administrator, in its sole discretion, and on such terms and conditions

as it deems appropriate, either by the terms of the Award or by action taken prior to the

occurrence of such transaction or event and either automatically or upon the Holder’s request, is

hereby authorized to take any one or more of the following actions whenever the Administrator

determines that such action is appropriate in order to prevent dilution or enlargement of the

benefits or potential benefits intended by the Company to be made available under the Plan or

with respect to any Award granted or issued under the Plan or to facilitate such transaction or

event:

(a)

To provide for either the purchase of any such Award or Restricted Stock

for an amount of cash equal to the amount that could have been obtained upon the

exercise or realization of the Holder’s rights had such Award been currently exercisable

or payable or fully vested, or the replacement of such Award with other rights or property

selected by the Administrator in its sole discretion;

(b)

To provide that such Award shall be exercisable or vested as to all

Shares covered thereby, notwithstanding anything to the contrary in the Plan or the

provisions of such Award;

(c)

To provide that such Award be assumed by the successor or survivor

corporation, or a Parent or Subsidiary thereof, or shall be substituted for by similar

2015 Equity Incentive Plan

Page 14 of 17

options, rights or awards covering the stock of the successor or survivor corporation, or a

Parent or Subsidiary thereof, with appropriate adjustments as to the number and kind of

Shares and prices;

(d)

To make adjustments in the number and type of Shares of Common

Stock (or other securities or property) subject to outstanding Awards and/or in the terms

and conditions of (including the grant or exercise price), and the criteria included in,

outstanding Awards or Awards which may be granted in the future; or

(e)

To provide that immediately upon the consummation of such event, such

Award shall terminate; provided, that for a specified period of time prior to such event,

such Award shall be fully vested and exercisable as to all Shares covered thereby,

notwithstanding anything to the contrary in the Plan or the provisions of such Award

Agreement.

(f)

Subject to limitations set forth in the Plan, the Administrator may, in its

sole discretion, include such further provisions and limitations in any Award Agreement

or certificate, as it may deem appropriate.

(g)

Notwithstanding the terms of subsection (b) above, if the Company

undergoes an Acquisition, then any surviving corporation or entity or acquiring

corporation or entity, or affiliate of such corporation or entity, may assume any Award

outstanding under the Plan for the acquiring entity’s stock awards (including an award to

acquire the same consideration paid to the shareholders in the transaction described in

this subsection (d)) or may substitute similar stock awards (including an award to acquire

the same consideration paid to the shareholders in the transaction described in this

subsection (d)) for those outstanding under the Plan. In the event any surviving

corporation or entity or acquiring corporation or entity in an Acquisition, or affiliate of

such corporation or entity, does not assume an Award or does not substitute similar stock

awards for those outstanding under the Plan, then with respect to (i) Awards held by

participants in the Plan whose status as a Service Provider has not terminated prior to

such event, the vesting of such Awards shall be accelerated and made fully exercisable

and all restrictions thereon shall lapse at least ten (10) days prior to the closing of the

Acquisition, and (ii) all Awards outstanding under the Plan shall be terminated if not

exercised prior to the closing of the Acquisition.

(h)

The existence of the Plan, any Award or Award Agreement hereunder

shall not affect or restrict in any way the right or power of the Company or the

shareholders of the Company to make or authorize any adjustment, recapitalization,

reorganization or other change in the Company’s capital structure or its business, any

merger or consolidation of the Company, any issue of stock or of options, warrants or

rights to purchase stock or of bonds, debentures, preferred or prior preference stocks,

whose rights are superior to or affect the Common Stock or the rights thereof, or which

are convertible into or exchangeable for Common Stock, or the dissolution or liquidation

of the Company, or any sale or transfer of all or any part of its assets or business, or any

other corporate act or proceeding, whether of a similar character or otherwise.

11.

[INTENTIONALLY DELETED]

2015 Equity Incentive Plan

Page 15 of 17

12.

NON-TRANSFERABILITY OF AWARDS. No Award granted under this Plan may

be directly or indirectly sold, pledged, assigned, hypothecated, transferred, disposed of or encumbered in

any manner whatsoever, other than by will or by the laws of descent or distribution prior to vesting and

exercise (if applicable) under the terms of the Award and may be exercised, during the lifetime of the

Service Provider, only by the Service Provider.

13.

RESTRICTIVE LEGENDS. The certificates representing the Shares issued upon

exercise of Options granted pursuant to this Plan shall bear appropriate legends giving notice of

applicable restrictions on transfer under Applicable Laws, the Plan and any Shareholders Agreement.

14.

NO RIGHT TO CONTINUED EMPLOYMENT OR SERVICE. Nothing in this

Plan shall confer upon any Service Provider any right with respect to continuation of employment by or

consultancy to the Company, nor shall it interfere in any way with the Company’s or any Subsidiary’s

right to terminate any Service Provider’s employment or consultancy at any time, with or without cause

and with or without prior notice.

15.

TERM OF PLAN. The Plan shall become effective upon its initial adoption by the

Board and shall continue in effect until it is terminated under Section 17. No Award may be issued under

the Plan after the tenth (10th) anniversary of the earlier of (i) the date upon which the Plan is adopted by

the Board or (ii) the date the Plan is approved by the shareholders.

16.

TIME OF GRANTING OF AWARDS. The date of grant of an Award shall, for all

purposes, be the date on which the Administrator makes the determination granting such Award, or such

other date as is determined by the Administrator. Notice of the determination shall be given to each

Service Provider to whom an Award is so granted within a reasonable time after the date of such grant.

17.

AMENDMENT AND TERMINATION OF THE PLAN.

17.1

Amendment and Termination. The Board may at any time wholly or

partially amend, alter, suspend or terminate the Plan. However, without approval of the

Company’s shareholders given within twelve (12) months before or after the action by the Board,

no action of the Board may, except as provided in Section 10, increase the limits imposed in

Section 3 on the maximum number of Shares which may be issued under the Plan or extend the

term of the Plan under Section 15.

17.2

Shareholder Approval. The Board shall obtain shareholder approval of any

Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

17.3

Effect of Amendment or Termination. No amendment, alteration,

suspension or termination of the Plan shall impair the rights of any Holder, unless mutually

agreed otherwise between the Holder and the Administrator, which agreement must be in writing

and signed by the Holder and the Company; provided however, that the foregoing shall not limit

the authority of the Administrator to exercise all authority and discretion conveyed to it herein or

in any Award Agreement. Termination of the Plan shall not affect the Administrator’s ability to

exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to

the date of such termination.

18.

INABILITY TO OBTAIN AUTHORITY. The inability of the Company to obtain

authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s

counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the

2015 Equity Incentive Plan

Page 16 of 17

[exh101ngrc_2015equityince001.jpg]

National Graphite Corp 8-K