AMENDMENT TO THE
FLUX POWER HOLDINGS, INC.
2014 EQUITY INCENTIVE PLAN
(Effective as of October 26, 2017)
WHEREAS, Flux Power Holdings, Inc.
(“Flux”) established the Flux Power Holdings, Inc. 2014
Equity Incentive Plan (the “Plan”), originally
effective as of November 26, 2014, under which Flux is authorized
to grant equity-based incentive awards to its employees, directors,
officers and consultants in the service of Flux or any subsidiary
corporation;
WHEREAS, pursuant to Section 4.1 of the
Plan, 10,000,000 shares of common stock were reserved and available
for grant and issuance pursuant to the Plan (the “Original
Maximum Number”);
WHEREAS, on August 18, 2017, the
Corporation effected a 1:10 reverse stock split, which in effect
proportionately decreased the Original Maximum Number under the
Plan to 1,000,000 shares of common stock;
WHEREAS, Section 23 of the Plan provides
that the Board of Directors of Flux (“Board”) may amend
the Plan to increase the Plan’s share limitation with the
approval of the stockholders;
WHEREAS, on October 26, 2017, the Board
approved the amendment to the Plan to (i) increase the maximum
number of available shares under the Plan to 10,000,000 shares, and
(ii) in connection with Section 162(m) of the Internal Revenue
Code, increase the maximum number of shares with respect to one or
more options that may be granted during any one fiscal year under
the Plan to any one participant to 1,000,000 (collectively the
“Plan Amendments”); and
WHEREAS, on August 2, 2018, a notice to
Flux’s stockholders was provided informing them that a
controlling stockholder holding a majority of Flux’s
outstanding voting capital stock approved the Plan Amendments on
July 23, 2018.
NOW, THEREFORE, effective October 26,
2017, the Plan is amended as set forth below:
1. Section
4.1 of the Plan is hereby deleted and replaced in its entirety with
the following:
“4.1. Number
of Shares Available. Subject to Section 4.2, the total
number of Shares reserved and available for grant and issuance
pursuant to this Plan will be ten million (10,000,000) (the
“Maximum
Number”). Not more than the Maximum Number of shares
of Stock shall be granted in the form of Incentive Stock Options.
Shares issued under the Plan will be drawn from authorized and
unissued shares or shares now held or subsequently acquired by the
Company.”
2. Section
4.3 of the Plan is hereby deleted and replaced in its entirety with
the following:
“4.3. Limitations
on Awards. Notwithstanding any provision in the Plan to the
contrary (but subject to adjustment as provided in
Section 4.2), the Maximum Number of Shares of Stock with
respect to one or more Options that may be granted during any one
fiscal year under the Plan to any one Participant will be one
million (1,000,000). Determinations under the preceding sentence
will be made in a manner that is consistent with Section 162(m) of
the Code and regulations promulgated thereunder. The provisions of
this Section will not apply in any circumstance with respect to
which the Administrator determines that compliance with Section
162(m) of the Code is not necessary.”
3.
Except as set forth
above, the Plan shall continue to read in its current
state.
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Flux
Power Holdings, Inc.
/s/
Ronald Dutt
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Ronald
Dutt, Chief Executive Officer, President, Interim Chief Financial
Officer & Director
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