CV Sciences Inc (CVSI)

[chilling]

GREAT JOB EVERGREEN VOTERS

STOCK-BASED
COMPENSATION
On June 11, 2019, the Company's stockholders approved an amendment to the CV Sciences, Inc. Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan"). The
Amended 2013 Plan provides for the granting of stock options, restricted stock awards, restricted stock units, stock bonus awards and performance-based awards. This plan
serves as the successor to the 2013 Equity Incentive Plan. There were no option awards under the 2013 Equity Incentive Plan prior to it being amended and restated.
The amendment was to increase the number of shares that may be issued under the 2013 Plan by an additional3,000,000 shares. The Company’s stockholders also approved
to add an automatic “evergreen” provision regarding the number of shares to be annually added to the 2013 Plan. As a result, the number of shares of common stock that will
be automatically added to the 2013 Plan on January 1 of each year during the term of the plan, starting with January 1, 2020, will be the lesser of: (a) 4% of the total shares of
the Company’s common stock outstanding on December 31st of the prior year, (b) 4,000,000 shares of the Company’s common stock, or (c) a lesser number of shares of the
Company’s common stock as determined by the Company’s Board of Directors. There are currently 34,976,000 shares authorized for issuance under the 2013 Plan. As
of December 31, 2019, the Company had 8,863,000 authorized unissued shares reserved and available for issuance upon exercise and conversion of outstanding awards under
the Amended 2013 Plan