Exhibit 10.10


 


ADS-TEC
ENERGY PUBLIC LIMITED COMPANY


(the
“Company”)


 


2021
OMNIBUS INCENTIVE PLAN


 





 



 


Article
I

PURPOSE


 


The
purpose of this Ads-Tec Energy Public Limited Company 2021 Omnibus Incentive Plan is to enhance the profitability and value of the Company
for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to
attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s
stockholders. The Plan is effective as of the date set forth in Article XV.


 


Article
II

DEFINITIONS


 


For
purposes of the Plan, the following terms shall have the following meanings:


 


2.1
“Affiliate” means each of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation, trade or business
(including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whether
by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; or (d)
any trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls
50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company; provided that,
unless otherwise determined by the Committee, the Common Stock subject to any Award constitutes “service recipient stock”
for purposes of Section 409A of the Code or otherwise does not subject the Award to Section 409A of the Code.


 


2.2
“Award” means any award under the Plan of any Stock Option, Stock Appreciation Right, Restricted Stock Award,
Performance Award, Other Stock-Based Award or Other Cash-Based Award. All Awards shall be confirmed by, and subject to the terms of,
an Award Agreement executed by the Company and the Participant.


 


2.3
“Award Agreement” means the written or electronic agreement setting forth the terms and conditions applicable
to an Award.


 


2.4
“Business Combination” means the transactions contemplated by that certain Business Combination Agreement, dated
[●], 2021, by and among European Sustainable Growth Acquisition Corp. (“EUSG”), the Company, EUSG II
Corporation, Bosch Thermotechnik GmbH, ads-tec Holding GmbH and ads-tec Energy GmbH.


 


2.5
“Board” means the Board of Directors of the Company.


 






     


     


    

 


2.6
“Cause” means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to
a Participant’s Termination of Employment or Termination of Consultancy, the following: (a) in the case where there is no employment
agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the
Participant at the time of the grant of the Award (or where there is such an agreement but it does not define “cause” (or
words of like import)), termination due to a Participant’s insubordination, dishonesty, fraud, incompetence, moral turpitude, willful
misconduct, refusal to perform the Participant’s duties or responsibilities for any reason other than illness or incapacity or
materially unsatisfactory performance of the Participant’s duties for the Company or an Affiliate, as determined by the Committee
in its good faith discretion, or material breach of any employment or other material written agreement between the Participant and the
Company or its Affiliates; or (b) in the case where there is an employment agreement, consulting agreement, change in control agreement
or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award that defines
“cause” (or words of like import), “cause” as defined under such agreement; provided, however, that with regard
to any agreement under which the definition of “cause” only applies on occurrence of a change in control, such definition
of “cause” shall not apply until a change in control actually takes place and then only with regard to a termination thereafter.
With respect to a Participant’s Termination of Directorship, “cause” means an act or failure to act that constitutes
cause for removal of a director under applicable Delaware law.


 


2.7
“Change in Control” has the meaning set forth in 11.2.


 


2.8
“Change in Control Price” has the meaning set forth in Section 11.1.


 


2.9
“Code” means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code shall also
be a reference to any successor provision and any treasury regulation promulgated thereunder.


 


2.10
“Committee” means any committee of the Board duly authorized by the Board to administer the Plan. If no committee
is duly authorized by the Board to administer the Plan, the term “Committee” shall be deemed to refer to the Board for all
purposes under the Plan.


 


2.11
“Common Stock” means the ordinary shares, $0.0001 par value per share, of the Company.


 


2.12
“Company” means Ads-Tec Energy Public Limited Company, an Irish public limited company duly incorporated under
the laws of Ireland.


 


2.13
“Consultant” means any Person who is an advisor or consultant to the Company or its Affiliates (provided that
any such consultant also meets the eligibility requirements for employees specified in the instructions to Form S-8 under the Securities
Act).


 


2.14
“Disability” means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect
to a Participant’s Termination, a permanent and total disability as defined in Section 22(e)(3) of the Code. A Disability shall
only be deemed to occur at the time of the determination by the Committee of the Disability. Notwithstanding the foregoing, for Awards
that are 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.


 






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2.15
“Effective Date” means the effective date of the Plan as defined in Article XV.


 


2.16
“Eligible Employees” means each employee of the Company or an Affiliate (provided that any such employee also
meets the eligibility requirements for employees specified in the instructions to Form S-8 under the Securities Act).


 


2.17
“Eligible Individual” means an Eligible Employee, Non-Employee Director or Consultant who is designated by the
Committee in its discretion as eligible to receive Awards subject to the conditions set forth herein.


 


2.18
“Exchange Act” means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the Exchange
Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such
section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or
regulation.


 


2.19
“Fair Market Value” means, for purposes of the Plan, unless otherwise required by any applicable provision of
the Code or any regulations issued thereunder or any other applicable tax law, as of any date and except as provided below, the closing
price reported for the Common Stock on the applicable date as reported on the principal national securities exchange in the United States
on which it is then traded. If the Common Stock is not traded, listed or otherwise reported or quoted, the Committee shall determine
in good faith the Fair Market Value in whatever manner it considers appropriate taking into account the requirements of Section 409A
of the Code or any other applicable tax law. If the Common Stock is publicly traded, listed or otherwise reported or quoted, and there
are no sales on such date, the Fair Market Value shall be the closing price reported for the Common Stock on the next preceding trading
day during which a sale occurred.


 


2.20
“Family Member” means “family member” as defined in Section A.1.(a)(5) of the general instructions
of Form S-8.


 


2.21
“Incentive Stock Option” means any Stock Option awarded to an Eligible Employee of the Company, its Subsidiaries
and its Parents (if any) under the Plan intended to be and designated as an “Incentive Stock Option” within the meaning of
Section 422 of the Code.


 


2.22
“Non-Employee Director” means a director or a member of the Board of the Company or any Affiliate who is not an
active employee of the Company or any Affiliate.


 


2.23
“Non-Qualified Stock Option” means any Stock Option awarded under the Plan that is not an Incentive Stock Option.


 


2.24
“Non-Tandem Stock Appreciation Right” shall mean the right to receive an amount in cash and/or stock equal to
the difference between (x) the Fair Market Value of a share of Common Stock on the date such right is exercised, and (y) the aggregate
exercise price of such right, otherwise than on surrender of a Stock Option.


 






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2.25
“Other Cash-Based Award” means an Award granted pursuant to Section 10.3 of the Plan and payable in cash at such
time or times and subject to such terms and conditions as determined by the Committee in its sole discretion.


 


2.26
“Other Stock-Based Award” means an Award under Article X of the Plan that is valued in whole or in part by reference
to, or is payable in or otherwise based on, Common Stock, including, without limitation, an Award valued by reference to an Affiliate.


 


2.27
“Parent” means any parent corporation of the Company within the meaning of Section 424(e) of the Code.


 


2.28
“Participant” means an Eligible Individual to whom an Award has been granted pursuant to the Plan.


 


2.29
“Performance Award” means an Award granted to a Participant pursuant to Article IX hereof contingent upon achieving
certain Performance Goals.


 


2.30
“Performance Goals” means goals established by the Committee, in its sole discretion, as contingencies for Awards
to vest and/or become exercisable or distributable.


 


2.31
“Performance Period” means the designated period during which the Performance Goals must be satisfied with respect
to the Award to which the Performance Goals relate.


 


2.32
“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint
stock company, a trust, a joint venture, an unincorporated organization and a government or any branch, department, agency, political
subdivision or official thereof.


 


2.33
“Plan” means this Ads-Tec Energy Public Limited Company 2021 Omnibus Incentive Plan, as amended from time to time.


 


2.34
“Proceeding” has the meaning set forth in Section 14.8.


 


2.35
“Reference Stock Option” has the meaning set forth in Section 7.1.


 


2.36
“Reorganization” has the meaning set forth in Section 4.2(b)(ii).


 


2.37
“Restricted Stock” means an Award of shares of Common Stock under the Plan that is subject to restrictions under
Article VIII.


 


2.38
“Restriction Period” has the meaning set forth in Section 8.3(a) with respect to Restricted Stock.


 


2.39
“Rule 16b-3” means Rule 16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor provision.


 






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2.40
“Section 409A of the Code” means the nonqualified deferred compensation rules under Section 409A of the Code and
any applicable treasury regulations and other official guidance thereunder.


 


2.41
“Securities Act” means the Securities Act of 1933, as amended and all rules and regulations promulgated thereunder.
Reference to a specific section of the Securities Act or regulation thereunder shall include such section or regulation, any valid regulation
or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing
or superseding such section or regulation.


 


2.42
“Stock Appreciation Right” shall mean the right pursuant to an Award granted under Article VII.


 


2.43
“Stock Option” or “Option” means any option to purchase shares of Common Stock granted
to Eligible Individuals pursuant to Article VI.


 


2.44
“Subsidiary” means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.


 


2.45
“Tandem Stock Appreciation Right” shall mean the right to surrender to the Company all (or a portion) of a Stock
Option in exchange for an amount in cash and/or stock equal to the difference between (i) the Fair Market Value on the date such Stock
Option (or such portion thereof) is surrendered, of the Common Stock covered by such Stock Option (or such portion thereof), and (ii)
the aggregate exercise price of such Stock Option (or such portion thereof).


 


2.46
“Ten Percent Stockholder” means a Person owning stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company, its Subsidiaries or its Parent.


 


2.47
“Termination” means a Termination of Consultancy, Termination of Directorship or Termination of Employment, as
applicable.


 


2.48
“Termination of Consultancy” means: (a) that the Consultant is no longer acting as a consultant to the Company
or an Affiliate; or (b) when an entity which is retaining a Participant as a Consultant ceases to be an Affiliate unless the Participant
otherwise is, or thereupon becomes, a Consultant to the Company or another Affiliate at the time the entity ceases to be an Affiliate.
In the event that a Consultant becomes an Eligible Employee or a Non-Employee Director upon the termination of such Consultant’s
consultancy, unless otherwise determined by the Committee, in its sole discretion, no Termination of Consultancy shall be deemed to occur
until such time as such Consultant is no longer a Consultant, an Eligible Employee or a Non-Employee Director. Notwithstanding the foregoing,
the Committee may otherwise define Termination of Consultancy in the Award Agreement or, if no rights of a Participant are reduced, may
otherwise define Termination of Consultancy thereafter, provided that any such change to the definition of the term “Termination
of Consultancy” does not cause the applicable Award to fail to comply with Section 409A of the Code.


 






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2.49
“Termination of Directorship” means that the Non-Employee Director has ceased to be a director of the Company;
except that if a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of such Non-Employee Director’s
directorship, such Non-Employee Director’s ceasing to be a director of the Company shall not be treated as a Termination of Directorship
unless and until the Participant has a Termination of Employment or Termination of Consultancy, as the case may be.


 


2.50
“Termination of Employment” means: (a) a termination of employment of a Participant from the Company and its Affiliates;
or (b) when an entity which is employing a Participant ceases to be an Affiliate, unless the Participant otherwise is, or thereupon becomes,
employed by the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that an Eligible Employee
becomes a Consultant or a Non-Employee Director upon the termination of such Eligible Employee’s employment, unless otherwise determined
by the Committee, in its sole discretion, no Termination of Employment shall be deemed to occur until such time as such Eligible Employee
is no longer an Eligible Employee, a Consultant or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise
define Termination of Employment in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination
of Employment thereafter, provided that any such change to the definition of the term “Termination of Employment” does not
cause the applicable Award to fail to comply with Section 409A of the Code.


 


2.51
“Transfer” means: (a) when used as a noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation,
encumbrance or other disposition (including the issuance of equity in any entity), whether for value or no value and whether voluntary
or involuntary (including by operation of law), and (b) when used as a verb, to directly or indirectly transfer, sell, assign, pledge,
encumber, charge, hypothecate or otherwise dispose of (including the issuance of equity in any entity) whether for value or for no value
and whether voluntarily or involuntarily (including by operation of law). “Transferred” and “Transferable” shall
have a correlative meaning.


 


Article
III

ADMINISTRATION


 


3.1
The Committee. The Plan shall be administered and interpreted by the Committee. Unless the entire Board constitutes the Committee,
to the extent required by applicable law, rule or regulation, it is intended that each member of the Committee shall qualify as (a) a
“non-employee director” under Rule 16b-3 and (b) an “independent director” under the rules of any national securities
exchange or national securities association, as applicable. If it is later determined that one or more members of the Committee do not
so qualify, actions taken by the Committee prior to such determination shall be valid despite such failure to qualify.


 


3.2
Grants of Awards. The Committee shall have full authority to grant, pursuant to the terms of the Plan, to Eligible Individuals:
(i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock Awards, (iv) Performance Awards; (v) Other Stock-Based Awards;
and (vi) Other Cash-Based Awards. In particular, the Committee shall have the authority:


 


(a)
to select the Eligible Individuals to whom Awards may from time to time be granted hereunder;


 






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(b)
to determine whether and to what extent Awards, or any combination thereof, are to be granted hereunder to one or more Eligible Individuals;


 


(c)
to determine the number of shares of Common Stock to be covered by each Award granted hereunder;


 


(d)
to determine the terms and conditions, not inconsistent with the terms of the Plan, of any sub-plan or Award granted hereunder (including,
but not limited to, the exercise, subscription or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration
thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the shares of Common Stock relating thereto, based
on such factors, if any, as the Committee shall determine, in its sole discretion);


 


(e)
to determine the amount of cash to be covered by each Award granted hereunder;


 


(f)
to determine whether, to what extent and under what circumstances grants of Options and other Awards under the Plan are to operate on
a tandem basis and/or in conjunction with or apart from other awards made by the Company outside of the Plan;


 


(g)
to determine whether and under what circumstances a Stock Option may be settled in cash, Common Stock and/or Restricted Stock under Section
6.4(d);


 


(h)
to determine whether a Stock Option is an Incentive Stock Option or Non-Qualified Stock Option;


 


(i)
to determine whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of shares
acquired pursuant to the exercise of an Award for a period of time as determined by the Committee, in its sole discretion, following
the date of the acquisition of such Award;


 


(j)
to modify, extend or renew an Award, subject to Article XII and Section 6.4(l), provided, however, that such action does not cause the
Award to fail to comply with Section 409A of the Code;


 


(k)
solely to the extent permitted by applicable law, to determine whether, to what extent and under what circumstances to provide loans
(which may be on a recourse basis and shall bear interest at the rate the Committee shall provide) to Participants in order to exercise
Options under the Plan;


 


(l)
to establish, adopt, interpret, or revise any rules and regulations including adopting sub-plans to the Plan and Award Agreements for
the purposes of complying with securities, exchange control or tax laws outside of the United States or Ireland, and/or for the purposes
of taking advantage of tax favorable treatment for Awards granted to Participants as it may deem necessary or advisable to administer
the Plan, including the adoption of separate share schemes under the umbrella of the Plan in order to qualify for special tax or other
treatment anywhere in the world; provided such rules, regulations or sub-plans, including the interpretation thereof are consistent with
the terms and conditions of the Plan; and


 






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(m)
to make all other decisions and determinations that may be required pursuant to the Plan, or any sub-plan or Award Agreement as the Committee
deems necessary or advisable to administer the Plan, any sub-plan or Award Agreement.


 


3.3
Guidelines. Subject to Article XII hereof, the Committee shall have the authority to adopt, alter and repeal such administrative
rules, guidelines and practices governing the Plan and perform all acts, including the delegation of its responsibilities (to the extent
permitted by applicable law and applicable stock exchange rules), as it shall, from time to time, deem advisable; to construe and interpret
the terms and provisions of the Plan and any Award issued under the Plan (and any agreements relating thereto); and to otherwise supervise
the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan
or in any agreement relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of
the Plan. The Committee may adopt special guidelines and provisions for Persons who are residing in or employed in, or subject to, the
taxes of, any domestic or foreign jurisdictions to comply with applicable tax and securities laws of such domestic or foreign jurisdictions.
Notwithstanding the foregoing, no action of the Committee under this Section 3.3 shall impair the rights of any Participant without the
Participant’s consent. To the extent applicable, the Plan is intended to comply with the applicable requirements of Rule 16b-3
and the Plan shall be limited, construed and interpreted in a manner so as to comply therewith.


 


3.4
Decisions Final. Any decision, interpretation or other action made or taken in good faith by or at the direction of the Company,
the Board or the Committee (or any of its members) arising out of or in connection with the Plan shall be within the absolute discretion
of all and each of them, as the case may be, and shall be final, binding and conclusive on the Company and all employees and Participants
and their respective heirs, executors, administrators, successors and assigns.


 


3.5
Procedures. Unless the entire Board constitutes the Committee, if the Committee is appointed, the Board shall designate one
of the members of the Committee as chairman and the Committee shall hold meetings, subject to the By-Laws of the Company, at such times
and places as it shall deem advisable, including, without limitation, by telephone conference or by written consent to the extent permitted
by applicable law. A majority of the Committee members shall constitute a quorum. All determinations of the Committee shall be made by
a majority of its members. Any decision or determination reduced to writing and signed by all of the Committee members in accordance
with the By-Laws of the Company, shall be fully effective as if it had been made by a vote at a meeting duly called and held. The Committee
shall keep minutes of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable.


 


3.6
Designation of Consultants/Liability.


 


(a)
The Committee may designate employees of the Company and professional advisors to assist the Committee in the administration of the Plan
and (to the extent permitted by applicable law and applicable exchange rules) may grant authority to officers to grant Awards and/or
execute agreements or other documents on behalf of the Committee. In the event of any designation of authority hereunder, subject to
applicable law, applicable stock exchange rules and any limitations imposed by the Committee in connection with such designation, such
designee or designees shall have the power and authority to take such actions, exercise such powers and make such determinations that
are otherwise specifically designated to the Committee hereunder.


 






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(b)
The Committee may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may
rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses
incurred by the Committee or the Board in the engagement of any such counsel, consultant or agent shall be paid by the Company. The Committee,
its members and any Person designated pursuant to sub-section (a) above shall not be liable for any action or determination made in good
faith with respect to the Plan. To the maximum extent permitted by applicable law, no officer of the Company or member or former member
of the Committee or of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award
granted under it.


 


3.7
Indemnification. To the maximum extent permitted by applicable law and the Memorandum and Articles of Association of the Company
and to the extent not covered by insurance directly insuring such Person, each officer or employee of the Company or any Affiliate and
member or former member of the Committee or the Board shall be indemnified and held harmless by the Company against any cost or expense
(including reasonable fees of counsel reasonably acceptable to the Committee) or liability (including any sum paid in settlement of a
claim with the approval of the Committee), and advanced amounts necessary to pay the foregoing at the earliest time and to the fullest
extent permitted, arising out of any act or omission to act in connection with the administration of the Plan, except to the extent arising
out of such officer’s, employee’s, member’s or former member’s own fraud or bad faith. Such indemnification shall
be in addition to any right of indemnification the employees, officers, directors or members or former officers, directors or members
may have under applicable law or under the Certificate of Incorporation or By-Laws of the Company or any Affiliate. Notwithstanding anything
else herein, this indemnification will not apply to the actions or determinations made by an individual with regard to Awards granted
to such individual under the Plan.


 


Article
IV

SHARE LIMITATION


 


4.1
Shares.


 


(a)
The initial aggregate number of shares of Common Stock that may be issued or used for reference purposes or with respect to which
Awards may be granted under the Plan shall be 6,450,000 shares (subject to any increase or decrease pursuant to Section
4.2), which may be either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company
or both. The total number of shares of Common Stock that will be reserved, and that may be issued, under the Plan will automatically
increase on the first trading day of each calendar year, beginning with calendar year 2022, by a number of shares of Common Stock
equal to five percent (5%) of the total outstanding shares of Common Stock on the last day of the prior calendar
year. Notwithstanding the automatic annual increase set forth in this Section 4.1(a), the Board may act prior to January
1st of a given year to provide that there will be no such increase in the share reserve for such year or that the
increase in the share reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to
the stipulated percentage. The maximum number of shares of Common Stock with respect to which Incentive Stock Options may be granted
under the Plan shall be 6,450,000 shares (subject to any increase or decrease pursuant to Section 4.2, but not subject to the annual
adjustment provision above), and the limits set forth in this Section 4.1 will be construed to comply with the applicable
requirements of Section 422 of the Code. If any shares of Common Stock underlying Awards granted under the Plan are forfeited,
expire, terminate, are settled for cash (in whole or in part) or are unearned (in whole or in part) or are canceled for any reason
without having been exercised in full, the number of shares of Common Stock underlying any such Award shall again be available for
the purpose of Awards under the Plan to the extent of such cancellation, forfeiture, expiration, cash settlement or unearned amount.
Any Award under the Plan settled in cash shall not be counted against the foregoing maximum share limitations. If a Tandem Stock
Appreciation Right or a Limited Stock Appreciation Right is granted in tandem with an Option, such grant shall only apply once
against the maximum number of shares of Common Stock which may be issued under the Plan. In the event that any shares of Common
Stock are (i) withheld by the Company, tendered or otherwise used in payment of the exercise price of an Option, (ii) withheld by
the Company, tendered or otherwise used to satisfy tax or social security withholding, or (iii) reacquired by the Company on the
open market or otherwise using cash proceeds from the exercise of Stock Options, then in each case the shares of Common Stock so
tendered or withheld shall be added (or added back, as applicable) to the aggregate number of shares of Common Stock available under
this Section 4.1.


 






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(b)
Annual Non-Employee Director Compensation Limitation. Notwithstanding anything to the contrary contained in this Article IV or
elsewhere in the Plan, in no event will any individual Non-Employee Director in any fiscal year of the Company be granted compensation
for such Non-Employee Director service having an aggregate maximum value (computed as of the date of grant in accordance with applicable
financial accounting rules) exceeding $750,000 or $1,000,000 in the first year of service.


 


4.2
Changes.


 


(a)
The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board, the Committee
or the stockholders of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s
capital structure or its business, (ii) any merger or consolidation of the Company or any Affiliate, (iii) any issuance of bonds, debentures,
preferred or prior preference stock ahead of or affecting the Common Stock, (iv) the dissolution or liquidation of the Company or any
Affiliate, (v) any sale or transfer of all or part of the assets or business of the Company or any Affiliate or (vi) any other corporate
act or proceeding.


 


(b)
Subject to the provisions of Section 11.1:


 


(i)
If the Company at any time subdivides (by any split, recapitalization or otherwise) the outstanding Common Stock into a greater number
of shares of Common Stock, or combines (by reverse split, combination or otherwise) its outstanding Common Stock into a lesser number
of shares of Common Stock, or engages in any other corporate transaction or event having an effect substantially similar to the foregoing,
then the respective exercise prices for outstanding Awards that provide for a Participant elected exercise and the number of shares of
Common Stock covered by outstanding Awards, and other Award terms, shall be appropriately adjusted by the Committee, in its sole discretion,
as it determines is equitably required to prevent dilution or enlargement of the rights granted to, or available for, Participants under
the Plan.


 






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(ii)
Excepting transactions covered by Section 4.2(b)(i), if the Company effects any merger, consolidation, statutory exchange, spin-off,
reorganization, sale or transfer of all or substantially all the Company’s assets or business, or other corporate transaction or
event having an effect substantially similar to the foregoing in such a manner that the Company’s outstanding shares of Common
Stock are converted into the right to receive (or the holders of Common Stock are entitled to receive in exchange therefor), either immediately
or upon liquidation of the Company, securities or other property of the Company or other entity (each, a “Reorganization”),
then, subject to the provisions of Section 11.1, the Committee shall make or provide for such adjustments in the number of and kind of
securities covered by any Award granted hereunder, in the exercise price provided in outstanding Awards, and in other Award terms, as
the Committee, in its sole discretion, determines is equitably required to prevent dilution or enlargement of the rights granted to,
or available for, Participants under the Plan.


 


(iii)
If there shall occur any change in the capital structure of the Company other than those covered by Section 4.2(b)(i) or 4.2(b)(ii),
including by reason of any extraordinary dividend (whether cash or equity), any conversion, any adjustment, any issuance of any class
of securities convertible or exercisable into, or exercisable for, any class of equity securities of the Company, or any other corporate
transaction or event having an effect substantially similar to the foregoing, then the Committee shall adjust any Award and its terms
and make such other adjustments to the Plan, as the Committee, in its sole discretion, determines is equitably required to prevent dilution
or enlargement of the rights granted to, or available for, Participants under the Plan.


 


(iv)
If there shall occur any transaction or event described in Section 4.2(b)(ii) or a Change in Control, for each Stock Option or Stock
Appreciation Right with an exercise price greater than the consideration offered in connection with any such transaction or event or
Change in Control, the Committee may in its sole discretion elect to cancel such Stock Option or Stock Appreciation Right without any
payment to the person holding such Stock Option or Stock Appreciation Right.


 


(v)
Any such adjustment determined by the Committee pursuant to this Section 4.2(b) shall be final, binding and conclusive on the Company
and all Participants and their respective heirs, executors, administrators, successors and permitted assigns. Any adjustment to, or assumption
or substitution of, an Award under this Section 4.2(b) shall be intended to comply with the requirements of Section 409A of the Code
and Treasury Regulation §1.424-1 (and any amendments thereto), to the extent applicable. Except as expressly provided in this Section
4.2 or in the applicable Award Agreement, a Participant shall have no additional rights under the Plan by reason of any transaction or
event described in this Section 4.2.


 


(vi)
Fractional shares of Common Stock resulting from any adjustment in Awards pursuant to Section 4.2(a) or this Section 4.2(b) shall be
aggregated until, and eliminated at, the time of exercise or payment by rounding-down for fractions less than one-half and rounding-up
for fractions equal to or greater than one-half. No cash settlements shall be required with respect to fractional shares eliminated by
rounding. Notice of any adjustment shall be given by the Committee to each Participant whose Award has been adjusted and such adjustment
(whether or not such notice is given) shall be effective and binding for all purposes of the Plan.


 






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4.3
Minimum Purchase Price. Notwithstanding any provision of the Plan to the contrary, if authorized but previously unissued shares
of Common Stock are issued under the Plan, such shares shall not be issued for a consideration that is less than as permitted under applicable
law.


 


Article
V

ELIGIBILITY


 


5.1
General Eligibility. All current and prospective Eligible Individuals are eligible to be granted Awards. Eligibility for the
grant of Awards and actual participation in the Plan shall be determined by the Committee in its sole discretion.


 


5.2
Incentive Stock Options. Notwithstanding the foregoing, only Eligible Employees of the Company, its Subsidiaries and its Parent
(if any) are eligible to be granted Incentive Stock Options under the Plan. Eligibility for the grant of an Incentive Stock Option and
actual participation in the Plan shall be determined by the Committee in its sole discretion.


 


5.3
General Requirement. The vesting and exercise of Awards granted to a prospective Eligible Individual are conditioned upon
such individual actually becoming an Eligible Employee, Consultant or Non-Employee Director, respectively.


 


Article
VI

STOCK OPTIONS


 


6.1
Options. Stock Options may be granted alone or in addition to other Awards granted under the Plan. Each Stock Option granted
under the Plan shall be of one of two types: (a) an Incentive Stock Option or (b) a Non-Qualified Stock Option.


 


6.2
Grants. The Committee shall have the authority to grant to any Eligible Employee one or more Incentive Stock Options, Non-Qualified
Stock Options, or both types of Stock Options. The Committee shall have the authority to grant any Consultant or Non-Employee Director
one or more Non-Qualified Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether because
of its provisions or the time or manner of its exercise or otherwise), such Stock Option or the portion thereof which does not so qualify
shall constitute a separate Non-Qualified Stock Option.


 


6.3
Incentive Stock Options. Notwithstanding anything in the Plan to the contrary, no term of the Plan relating to Incentive Stock
Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as
to disqualify the Plan under Section 422 of the Code, or, without the consent of the Participants affected, to disqualify any Incentive
Stock Option under such Section 422.


 






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6.4
Terms of Options. Options granted under the Plan shall be subject to the following terms and conditions and shall be in such
form and contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:


 



(a)
Exercise Price. The exercise price per share of Common Stock subject to a Stock Option shall be determined by the Committee at
the time of grant, provided that the per share exercise price of a Stock Option shall not be less than 100% (or, in the case of an Incentive
Stock Option granted to a Ten Percent Stockholder, 110%) of the Fair Market Value of the Common Stock at the time of grant, unless such
Stock Option is granted pursuant to an assumption or substitution of another Stock Option in a manner that satisfies the requirements
of Section 424(a) of the Code, provided always that the exercise price shall not in any case be less than the nominal value of each Common
Stock, being $0.0001 per share as at the Effective Date.


 


(b)
Stock Option Term. The term of each Stock Option shall be fixed by the Committee, provided that no Stock Option shall be exercisable
more than 10 years after the date the Option is granted; and provided further that the term of an Incentive Stock Option granted to a
Ten Percent Stockholder shall not exceed five years.


 


(c)
Exercisability. Unless otherwise provided by the Committee in accordance with the provisions of this Section 6.4, Stock Options
granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by
the Committee at the time of grant. If the Committee provides, in its discretion, that any Stock Option is exercisable subject to certain
limitations (including, without limitation, that such Stock Option is exercisable only in installments or within certain time periods),
the Committee may waive such limitations on the exercisability at any time at or after the time of grant in whole or in part (including,
without limitation, waiver of the installment exercise provisions or acceleration of the time at which such Stock Option may be exercised),
based on such factors, if any, as the Committee shall determine, in its sole discretion.


 


(d)
Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under Section 6.4(c), to the
extent vested, Stock Options may be exercised in whole or in part at any time during the Option term, by giving written notice of exercise
to the Company specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of
the purchase price as follows: (i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) solely to
the extent permitted by applicable law, if the Common Stock is traded on a national securities exchange, and the Committee authorizes,
through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver
promptly to the Company an amount equal to the purchase price; or (iii) on such other terms and conditions as may be acceptable to the
Committee (including, without limitation, having the Company withhold shares of Common Stock issuable upon exercise of the Stock Option,
or by payment in full or in part in the form of Common Stock owned by the Participant, based on the Fair Market Value of the Common Stock
on the payment date as determined by the Committee). No shares of Common Stock shall be issued until payment therefor, as provided herein,
has been made or provided for.


 






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(e)
Non-Transferability of Options. No Stock Option shall be Transferable by the Participant other than by will or by the laws of
descent and distribution, and all Stock Options shall be exercisable, during the Participant’s lifetime, only by the Participant.
Notwithstanding the foregoing, the Committee may determine, in its sole discretion, at the time of grant or thereafter that a Non-Qualified
Stock Option that is otherwise not Transferable pursuant to this Section is Transferable to a Family Member in whole or in part and in
such circumstances, and under such conditions, as specified by the Committee. A Non-Qualified Stock Option that is Transferred to a Family
Member pursuant to the preceding sentence (i) may not be subsequently Transferred other than by will or by the laws of descent and distribution
and (ii) remains subject to the terms of the Plan and the applicable Award Agreement. Any shares of Common Stock acquired upon the exercise
of a Non-Qualified Stock Option by a permissible transferee of a Non-Qualified Stock Option or a permissible transferee pursuant to a
Transfer after the exercise of the Non-Qualified Stock Option shall be subject to the terms of the Plan and the applicable Award Agreement.
Unless otherwise determined by the Committee, in no event will any Stock Option granted under this Plan be transferred for value.


 


(f)
Termination by Death or Disability. Unless otherwise determined by the Committee at the time of grant, or if no rights of the
Participant are reduced, thereafter, if a Participant’s Termination is by reason of death or Disability, all Stock Options that
are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the
Participant (or in the case of the Participant’s death, by the legal representative of the Participant’s estate) at any time
within a period of one (1) year from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock
Options; provided, however, that, in the event of a Participant’s Termination by reason of Disability, if the Participant dies
within such exercise period, all unexercised Stock Options held by such Participant shall thereafter be exercisable, to the extent to
which they were exercisable at the time of death, for a period of one (1) year from the date of such death, but in no event beyond the
expiration of the stated term of such Stock Options.


 


(g)
Involuntary Termination Without Cause. Unless otherwise determined by the Committee at the time of grant, or if no rights of the
Participant are reduced, thereafter, if a Participant’s Termination is by involuntary termination by the Company without Cause,
all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination
may be exercised by the Participant at any time within a period of ninety (90) days from the date of such Termination, but in no event
beyond the expiration of the stated term of such Stock Options.


 


(h)
Voluntary Resignation. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are
reduced, thereafter, if a Participant’s Termination is voluntary (other than a voluntary termination described in Section 6.4(i)(y)
hereof), all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination
may be exercised by the Participant at any time within a period of ninety (90) days from the date of such Termination, but in no event
beyond the expiration of the stated term of such Stock Options.


 


(i)
Termination for Cause. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are
reduced, thereafter, if a Participant’s Termination (x) is for Cause or (y) is a voluntary Termination (as provided in Section
6.4(h)) after the occurrence of an event that would be grounds for a Termination for Cause, all Stock Options, whether vested or not
vested, that are held by such Participant shall thereupon terminate and expire as of the date of such Termination.


 






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(j)
Unvested Stock Options. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant
are reduced, thereafter, Stock Options that are not vested as of the date of a Participant’s Termination for any reason shall terminate
and expire as of the date of such Termination.


 


(k)
Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined as of the time of grant) of
the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an Eligible Employee during any
calendar year under the Plan and/or any other stock option plan of the Company, any Subsidiary or any Parent exceeds $100,000, such Options
shall be treated as Non-Qualified Stock Options. In addition, if an Eligible Employee does not remain employed by the Company, any Subsidiary
or any Parent at all times from the time an Incentive Stock Option is granted until three months prior to the date of exercise thereof
(or such other period as required by applicable law), such Stock Option shall be treated as a Non-Qualified Stock Option. Should any
provision of the Plan not be necessary in order for the Stock Options to qualify as Incentive Stock Options, or should any additional
provisions be required, the Committee may amend the Plan accordingly, without the necessity of obtaining the approval of the stockholders
of the Company.


 


(l)
Form, Modification, Extension and Renewal of Stock Options. Subject to the terms and conditions and within the limitations of
the Plan, Stock Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee may
(i) modify, extend or renew outstanding Stock Options granted under the Plan (provided that the rights of a Participant are not reduced
without such Participant’s consent and provided further that such action does not subject the Stock Options to Section 409A of
the Code without the consent of the Participant), and (ii) accept the surrender of outstanding Stock Options (to the extent not theretofore
exercised) and authorize the granting of new Stock Options in substitution therefor (to the extent not theretofore exercised).
An outstanding Option may not be modified to reduce the exercise price thereof unless such action is approved by the stockholders of
the Company.


 


(m)
Dividends. Unless otherwise determined by the Committee, Stock Options granted under this Plan may not provide for any dividends
or dividend equivalents thereon.


 


(n)
Other Terms and Conditions. The Committee may include a provision in an Award Agreement providing for the automatic exercise of
a Non-Qualified Stock Option on a cashless basis on the last day of the term of such Option if the Participant has failed to exercise
the Non-Qualified Stock Option as of such date, with respect to which the Fair Market Value of the shares of Common Stock underlying
the Non-Qualified Stock Option exceeds the exercise price of such Non-Qualified Stock Option on the date of expiration of such Option,
subject to Section 14.4. Stock Options may contain such other provisions, which shall not be inconsistent with any of the terms of the
Plan, as the Committee shall deem appropriate.


 






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Article
VII

STOCK APPRECIATION RIGHTS


 


7.1
Tandem Stock Appreciation Rights. Stock Appreciation Rights may be granted in conjunction with all or part of any Stock Option
(a “Reference Stock Option”) granted under the Plan (“Tandem Stock Appreciation Rights”).
In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of the grant of such Reference Stock
Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of the grant of such Reference Stock Option.


 


7.2
Terms and Conditions of Tandem Stock Appreciation Rights. Tandem Stock Appreciation Rights granted hereunder shall be subject
to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee,
and the following:


 


(a)
Exercise Price. The exercise price per share of Common Stock subject to a Tandem Stock Appreciation Right shall be determined
by the Committee at the time of grant, provided that the per share exercise price of a Tandem Stock Appreciation Right shall not be less
than 100% of the Fair Market Value of the Common Stock at the time of grant, unless such Tandem Stock Appreciation Right is granted pursuant
to an assumption or substitution of another Tandem Stock Appreciation Right in a manner that satisfies the requirements of Section 424(a)
of the Code.


 


(b)
Term. A Tandem Stock Appreciation Right or applicable portion thereof granted with respect to a Reference Stock Option shall terminate
and no longer be exercisable upon the termination or exercise of the Reference Stock Option, except that, unless otherwise determined
by the Committee, in its sole discretion, at the time of grant, a Tandem Stock Appreciation Right granted with respect to less than the
full number of shares covered by the Reference Stock Option shall not be reduced until, and then only to the extent that the exercise
or termination of the Reference Stock Option causes, the number of shares covered by the Tandem Stock Appreciation Right to exceed the
number of shares remaining available and unexercised under the Reference Stock Option.


 


(c)
Exercisability. Tandem Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the Reference
Stock Options to which they relate shall be exercisable in accordance with the provisions of Article VI, and shall be subject to the
provisions of Section 6.4(c).


 


(d)
Method of Exercise. A Tandem Stock Appreciation Right may be exercised by the Participant by surrendering the applicable portion
of the Reference Stock Option. Upon such exercise and surrender, the Participant shall be entitled to receive an amount determined in
the manner prescribed in this Section 7.2. Stock Options which have been so surrendered, in whole or in part, shall no longer be exercisable
to the extent that the related Tandem Stock Appreciation Rights have been exercised.


 


(e)
Payment. Upon the exercise of a Tandem Stock Appreciation Right, a Participant shall be entitled to receive up to, but no more
than, an amount in cash and/or Common Stock (as chosen by the Committee in its sole discretion) equal in value to the excess of the Fair
Market Value of one share of Common Stock over the Option exercise price per share specified in the Reference Stock Option agreement
multiplied by the number of shares of Common Stock in respect of which the Tandem Stock Appreciation Right shall have been exercised,
with the Committee having the right to determine the form of payment.


 






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(f)
Deemed Exercise of Reference Stock Option. Upon the exercise of a Tandem Stock Appreciation Right, the Reference Stock Option
or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation
set forth in Article IV of the Plan on the number of shares of Common Stock to be issued under the Plan.


 


(g)
Dividends. Unless otherwise determined by the Committee, Tandem Stock Appreciation Rights granted under this Plan may not provide
for any dividends or dividend equivalents thereon.


 


(h)
Non-Transferability. Tandem Stock Appreciation Rights shall be Transferable only when and to the extent that the underlying Stock
Option would be Transferable under Section 6.4(e) of the Plan. Unless otherwise determined by the Committee, in no event will any Tandem
Stock Appreciation Right granted under this Plan be transferred for value.


 


7.3
Non-Tandem Stock Appreciation Rights. Non-Tandem Stock Appreciation Rights may also be granted without reference to any Stock
Options granted under the Plan.


 


7.4
Terms and Conditions of Non-Tandem Stock Appreciation Rights. Non-Tandem Stock Appreciation Rights granted hereunder
shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time
to time by the Committee, and the following:


 


(a)
Exercise Price. The exercise price per share of Common Stock subject to a Non-Tandem Stock Appreciation Right shall be
determined by the Committee at the time of grant, provided that the per share exercise price of a Non-Tandem Stock Appreciation
Right shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant, unless such Non-Tandem Stock
Appreciation Right is granted pursuant to an assumption or substitution of another Non-Tandem Stock Appreciation Right in a manner
that satisfies the requirements of Section 424(a) of the Code.


 


(b)
Term. The term of each Non-Tandem Stock Appreciation Right shall be fixed by the Committee, but shall not be greater than 10 years
after the date the right is granted.


 


(c)
Exercisability. Unless otherwise provided by the Committee in accordance with the provisions of this Section 7.4, Non-Tandem Stock
Appreciation Rights granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall
be determined by the Committee at the time of grant. If the Committee provides, in its discretion, that any such right is exercisable
subject to certain limitations (including, without limitation, that it is exercisable only in installments or within certain time periods),
the Committee may waive such limitations on the exercisability at any time at or after grant in whole or in part (including, without
limitation, waiver of the installment exercise provisions or acceleration of the time at which such right may be exercised), based on
such factors, if any, as the Committee shall determine, in its sole discretion.


 






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(d)
Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under Section 7.4(c), Non-Tandem
Stock Appreciation Rights may be exercised in whole or in part at any time in accordance with the Plan and the applicable Award Agreement,
by giving written notice of exercise to the Company specifying the number of Non-Tandem Stock Appreciation Rights to be exercised.


 


(e)
Payment. Upon the exercise of a Non-Tandem Stock Appreciation Right a Participant shall be entitled to receive, for each right
exercised, up to, but no more than, an amount in cash and/or Common Stock (as chosen by the Committee in its sole discretion) equal in
value to the excess of the Fair Market Value of one share of Common Stock on the date that the right is exercised over the Fair Market
Value of one share of Common Stock on the date that the right was awarded to the Participant.


 


(f)
Dividends. Unless otherwise determined by the Committee, Non-Tandem Stock Appreciation Rights granted under this Plan may not
provide for any dividends or dividend equivalents thereon.


 


(g)
Termination. Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter,
subject to the provisions of the applicable Award Agreement and the Plan, upon a Participant’s Termination for any reason, Non-Tandem
Stock Appreciation Rights will remain exercisable following a Participant’s Termination on the same basis as Stock Options would
be exercisable following a Participant’s Termination in accordance with the provisions of Sections 6.4(f) through 6.4(j).


 


(h)
Non-Transferability. No Non-Tandem Stock Appreciation Rights shall be Transferable by the Participant other than by will or by
the laws of descent and distribution, and all such rights shall be exercisable, during the Participant’s lifetime, only by the
Participant. Unless otherwise determined by the Committee, in no event will any Non-Tandem Stock Appreciation Right granted under this
Plan be transferred for value.


 


7.5
Limited Stock Appreciation Rights. The Committee may, in its sole discretion, grant Tandem and Non-Tandem Stock Appreciation
Rights either as a general Stock Appreciation Right or as a Limited Stock Appreciation Right. Limited Stock Appreciation Rights may be
exercised only upon the occurrence of a Change in Control or such other event as the Committee may, in its sole discretion, designate
at the time of grant or thereafter. Upon the exercise of Limited Stock Appreciation Rights, except as otherwise provided in an Award
Agreement, the Participant shall receive in cash and/or Common Stock, as determined by the Committee, an amount equal to the amount (i)
set forth in Section 7.2(e) with respect to Tandem Stock Appreciation Rights, or (ii) set forth in Section 7.4(e) with respect to Non-Tandem
Stock Appreciation Rights.


 


7.6
Modification of Stock Appreciation Rights. An outstanding Stock Appreciation Right may not be modified to reduce the exercise
price thereof or cancel an outstanding “underwater” Stock Appreciation Right in exchange for cash, another Award or a Stock
Appreciation Right with an exercise price that is less than the exercise price of the original Stock Appreciation Right, nor may a new
Stock Appreciation Right at a lower price be substituted for a surrendered Stock Appreciation Right (other than in all cases adjustments
or substitutions in accordance with Section 4.2), unless such action is approved by the stockholders of the Company.


 






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7.7
Other Terms and Conditions. The Committee may include a provision in an Award Agreement providing for the automatic exercise
of a Stock Appreciation Right on a cashless basis on the last day of the term of such Stock Appreciation Right if the Participant has
failed to exercise the Stock Appreciation Right as of such date, with respect to which the Fair Market Value of the shares of Common
Stock underlying the Stock Appreciation Right exceeds the exercise price of such Stock Appreciation Right on the date of expiration of
such Stock Appreciation Right, subject to Section 14.4. Stock Appreciation Rights may contain such other provisions, which shall not
be inconsistent with any of the terms of the Plan, as the Committee shall deem appropriate.


 


Article
VIII

RESTRICTED STOCK


 


8.1
Awards of Restricted Stock. Shares of Restricted Stock may be issued either alone or in addition to other Awards granted under
the Plan. The Committee shall determine the Eligible Individuals, to whom, and the time or times at which, grants of Restricted Stock
shall be made, the number of shares to be awarded, the price (if any) to be paid by the Participant (subject to Section 8.2), the time
or times within which such Awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other
terms and conditions of the Awards. Unless otherwise determined by the Committee, in no event will any shares of Restricted Stock granted
under this Plan be transferred for value.


 


The
Committee may condition the grant or vesting of Restricted Stock upon the attainment of specified performance targets (including, the
Performance Goals) or such other factor as the Committee may determine in its sole discretion.


 


8.2
Awards and Certificates. Eligible Individuals selected to receive Restricted Stock shall not have any right with respect to
such Award, unless and until such Participant has delivered a fully executed copy of the agreement evidencing the Award to the Company,
to the extent required by the Committee, and has otherwise complied with the applicable terms and conditions of such Award. Further,
such Award shall be subject to the following conditions:


 


(a)
Purchase Price. The purchase price of Restricted Stock shall be fixed by the Committee. Subject to Section 4.2, the purchase price
for shares of Restricted Stock may be zero to the extent permitted by applicable law, and, to the extent not so permitted, such purchase
price may not be less than par value.


 


(b)
Custody. If stock certificates are issued in respect of shares of Restricted Stock, the Committee may require that any stock certificates
evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of
any grant of Restricted Stock, the Participant shall have delivered a duly signed stock power or other instruments of assignment (including
a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would
permit transfer to the Company of all or a portion of the shares subject to the Restricted Stock Award in the event that such Award is
forfeited in whole or part.


 






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8.3
Restrictions and Conditions. The shares of Restricted Stock awarded pursuant to the Plan shall be subject to the following
restrictions and conditions:


 


(a)
Restriction Period. (i) The Participant shall not be permitted to Transfer shares of Restricted Stock awarded under the Plan during
the period or periods set by the Committee (the “Restriction Period”) commencing on the date of such Award,
as set forth in the Restricted Stock Award Agreement or as otherwise provided for by the Committee. Based on service, attainment of Performance
Goals pursuant to Section 8.3(a)(ii) and/or such other factors or criteria as the Committee may determine in its sole discretion, the
Committee may condition the grant or provide for the lapse of such restrictions in installments in whole or in part, or may accelerate
the vesting of all or any part of any Restricted Stock Award and/or waive the deferral limitations for all or any part of any Restricted
Stock Award.


 


(ii)
If the grant of shares of Restricted Stock or the lapse of restrictions is based on the attainment of Performance Goals, the Committee
shall establish the objective Performance Goals and the applicable vesting percentage of the Restricted Stock applicable to each Participant
or class of Participants in writing prior to the beginning of the applicable fiscal year or at such later date as otherwise determined
by the Committee. Such Performance Goals may incorporate provisions for disregarding (or adjusting for) changes in accounting methods,
corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances.


 


(b)
Rights as a Stockholder. Except as provided in Section 8.3(a) and this Section 8.3(b) or as otherwise determined by the Committee
in an Award Agreement, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a holder of shares
of Common Stock of the Company, including, without limitation, the right to receive dividends, the right to vote such shares and, subject
to and conditioned upon the full vesting of shares of Restricted Stock, the right to tender such shares. The payment of dividends or
other distributions on Restricted Stock shall be deferred until, and conditioned upon, the expiration of the applicable Restriction Period.


 


(c)
Termination. Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter,
subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant’s Termination for any reason during
the relevant Restriction Period, all Restricted Stock still subject to restriction will be forfeited in accordance with the terms and
conditions established by the Committee at grant or thereafter.


 


(d)
Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock, the certificates
for such shares shall be delivered to the Participant. All legends shall be removed from said certificates at the time of delivery to
the Participant, except as otherwise required by applicable law or other limitations imposed by the Committee.


 






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Article
IX

PERFORMANCE AWARDS


 


9.1
Performance Awards. The Committee may grant a Performance Award to a Participant payable upon the attainment of specific Performance
Goals. If the Performance Award is payable in shares of Restricted Stock, such shares shall be transferable to the Participant only upon
attainment of the relevant Performance Goal in accordance with Article VIII. If the Performance Award is payable in cash, it may be paid
upon the attainment of the relevant Performance Goals either in cash or in shares of Restricted Stock (based on the then current Fair
Market Value of such shares), as determined by the Committee, in its sole and absolute discretion. Each Performance Award shall be evidenced
by an Award Agreement in such form that is not inconsistent with the Plan and that the Committee may from time to time approve.


 


9.2
Terms and Conditions. Performance Awards awarded pursuant to this Article IX shall be subject to the following terms and conditions:


 


(a)
Earning of Performance Award. At or in connection with the expiration of the applicable Performance Period, the Committee shall
determine the extent to which the Performance Goals are achieved and the percentage of each Performance Award that has been earned. The
Committee may, subject to Section 409A of the Code, in its sole discretion, adjust the Performance Period to be subject to continued
vesting, earlier lapse or other modification.


 


(b)
Non-Transferability. Subject to the applicable provisions of the Award Agreement and the Plan, Performance Awards may not be Transferred
during the Performance Period. Unless otherwise determined by the Committee, in no event will any Performance Award granted under this
Plan be transferred for value.


 


(c)
Dividends. Unless otherwise determined by the Committee at the time of grant, amounts equal to dividends declared during the Performance
Period with respect to the number of shares of Common Stock covered by a Performance Award will not be paid to the Participant. Any dividends
or other distributions on Performance Awards will be deferred until, and paid contingent upon, the vesting of such Performance Awards.


 


(d)
Payment. Following the Committee’s determination in accordance with Section 9.2(a), the Company shall settle Performance
Awards, in such form (including, without limitation, in shares of Common Stock or in cash) as determined by the Committee, in an amount
equal to such Participant’s earned Performance Awards.


 


(e)
Termination. Subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant’s Termination
for any reason during the Performance Period for a given Performance Award, the Performance Award in question will vest or be forfeited
in accordance with the terms and conditions established by the Committee.


 


(f)
Continued or Accelerated Vesting. Based on service, performance and/or such other factors or criteria, if any, as the Committee
may determine, the Committee may, subject to Section 409A of the Code, at or after grant, provide for continued vesting of or accelerate
the vesting of all or any part of any Performance Award.


 






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Article
X

OTHER STOCK-BASED AND CASH-BASED AWARDS


 


10.1
Other Stock-Based Awards. The Committee is authorized to grant to Eligible Individuals Other Stock-Based Awards that are payable
in, valued in whole or in part by reference to, or otherwise based on or related to shares of Common Stock, including but not limited
to, shares of Common Stock awarded purely as a bonus and not subject to restrictions or conditions, shares of Common Stock in payment
of the amounts due under an incentive or performance plan sponsored or maintained by the Company or an Affiliate, stock equivalent units,
restricted stock units, and Awards valued by reference to book value of shares of Common Stock. Other Stock-Based Awards may be granted
either alone or in addition to or in tandem with other Awards granted under the Plan. The Committee may condition grant or vesting of
Other Stock-Based Awards upon the attainment of Performance Goals, as the Committee may determine in its sole discretion.


 


Subject
to the provisions of the Plan, the Committee shall have authority to determine the Eligible Individuals, to whom, and the time or times
at which, such Awards shall be made, the number of shares of Common Stock to be awarded pursuant to such Awards, and all other conditions
of the Awards. The Committee may also provide for the grant of Common Stock under such Awards upon the completion of a specified Performance
Period.


 


10.2
Terms and Conditions. Other Stock-Based Awards made pursuant to this Article X shall be subject to the following terms and
conditions:


 


(a)
Non-Transferability. Subject to the applicable provisions of the Award Agreement and the Plan, shares of Common Stock subject
to Awards made under this Article X may not be Transferred prior to the date on which the shares are issued, or, if later, the date on
which any applicable restriction, performance or deferral period lapses. Unless otherwise determined by the Committee, in no event will
any Other Stock Based Award granted under this Plan be transferred for value.


 


(b)
Dividends. Unless otherwise determined by the Committee at the time of Award, subject to the provisions of the Award Agreement
and the Plan, the recipient of an Award under this Article X shall not be entitled to receive, currently or on a deferred basis, dividends
or dividend equivalents in respect of the number of shares of Common Stock covered by the Other Stock-Based Award. Any dividends or other
distributions on Other Stock-Based Awards will be deferred until, and paid contingent upon, the vesting of such Other Stock-Based Awards.


 


(c)
Vesting. Any Award under this Article X and any Common Stock covered by any such Award shall vest or be forfeited to the extent
so provided in the Award Agreement, as determined by the Committee, in its sole discretion.


 


(d)
Price. Common Stock issued on a bonus basis under this Article X may be issued for no cash consideration. Common Stock purchased
pursuant to a purchase right awarded under this Article X shall be priced, as determined by the Committee in its sole discretion.


 






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10.3
Other Cash-Based Awards. The Committee may from time to time grant Other Cash-Based Awards to Eligible Individuals in such
amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be
required by applicable law, as it shall determine in its sole discretion. Other Cash-Based Awards may be granted subject to the satisfaction
of vesting conditions or may be awarded purely as a bonus and not subject to restrictions or conditions, and if subject to vesting conditions,
the Committee may accelerate the vesting of such Awards at any time in its sole discretion. The grant of an Other Cash-Based Award shall
not require a segregation of any of the Company’s assets for satisfaction of the Company’s payment obligation thereunder.


 


Article
XI

CHANGE IN CONTROL PROVISIONS


 


11.1
Benefits. In the event of a Change in Control of the Company (as defined below), and except as otherwise provided by the Committee
in an Award Agreement, a Participant’s Award shall be treated in accordance with one or more of the following methods as determined
by the Committee:


 


(a)
Awards, whether or not then vested, shall be continued, assumed, or have new rights substituted therefor, as determined by the Committee
in a manner consistent with the requirements of Section 409A of the Code, and restrictions to which shares of Restricted Stock or any
other Award granted prior to the Change in Control are subject shall not lapse upon a Change in Control and the Restricted Stock or other
Award shall, where appropriate in the sole discretion of the Committee, receive the same distribution as other Common Stock on such terms
as determined by the Committee; provided that the Committee may decide to award additional Restricted Stock or other Awards in lieu of
any cash distribution. Notwithstanding anything to the contrary herein, for purposes of Incentive Stock Options, any assumed or substituted
Stock Option shall comply with the requirements of Treasury Regulation Section 1.424-1 (and any amendment thereto).


 


(b)
The Committee, in its sole discretion, may provide for the purchase of any Awards by the Company or an Affiliate for an amount of cash
equal to the excess (if any) of the Change in Control Price (as defined below) of the shares of Common Stock covered by such Awards,
over the aggregate exercise price of such Awards. For purposes hereof, “Change in Control Price” shall mean
the highest price per share of Common Stock paid in any transaction related to a Change in Control of the Company.


 


(c)
The Committee may, in its sole discretion, terminate all outstanding and unexercised Stock Options, Stock Appreciation Rights, or any
Other Stock-Based Award that provides for a Participant elected exercise, effective as of the date of the Change in Control, by delivering
notice of termination to each Participant at least twenty (20) days prior to the date of consummation of the Change in Control, in which
case during the period from the date on which such notice of termination is delivered to the consummation of the Change in Control, each
such Participant shall have the right to exercise in full all of such Participant’s Awards that are then outstanding (without regard
to any limitations on exercisability otherwise contained in the Award Agreements), but any such exercise shall be contingent on the occurrence
of the Change in Control, and, provided that, if the Change in Control does not take place within a specified period after giving such
notice for any reason whatsoever, the notice and exercise pursuant thereto shall be null and void.


 






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(d)
Notwithstanding any other provision herein to the contrary, the Committee may, in its sole discretion, provide for accelerated vesting
or lapse of restrictions, of an Award at any time.


 


11.2
Change in Control. Unless otherwise determined by the Committee in the applicable Award Agreement or other written agreement
with a Participant approved by the Committee, a “Change in Control” shall be deemed to occur if:


 


(a)
any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or
other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their ownership of Common Stock of the Company), becoming the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more
of the combined voting power of the Company’s then outstanding securities;


 


(b)
during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director
(other than a director whose initial assumption of office occurs as a result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person
other than the Board) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote
of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose
election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board;


 


(c)
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) more than 50% of the combined voting power of the voting securities
of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger
or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than those
covered by the exceptions in Section 11.2(a)) acquires more than 50% of the combined voting power of the Company’s then outstanding
securities shall not constitute a Change in Control of the Company; or


 


(d)
a complete liquidation or dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially
all of the Company’s assets other than the sale or disposition of all or substantially all of the assets of the Company to a Person
or Persons who beneficially own, directly or indirectly, 50% or more of the combined voting power of the outstanding voting securities
of the Company at the time of the sale.


 


Notwithstanding
the foregoing, with respect to any Award that is characterized as “nonqualified deferred compensation” within the meaning
of Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of payment of such
Award unless such event is also a “change in ownership,” a “change in effective control” or a “change in
the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.


 






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Article
XII

TERMINATION OR AMENDMENT OF PLAN


 


Notwithstanding
any other provision of the Plan, the Board may at any time, and from time to time, amend, in whole or in part, any or all of the provisions
of the Plan (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred
to in Article XIV or Section 409A of the Code or any other relevant tax regime), or suspend or terminate it entirely, retroactively or
otherwise; provided, however, that, unless otherwise required by law or specifically provided herein, the rights of a Participant with
respect to Awards granted prior to such amendment, suspension or termination, may not be impaired without the consent of such Participant
and, provided further, that no amendment may be made without the approval of the holders of the Company’s Common Stock entitled
to vote in accordance with applicable law if such approval is necessary to comply with any tax or regulatory requirement applicable to
the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer
quotation system on which the shares of Common Stock may be listed or quoted). Notwithstanding anything herein to the contrary, the Board
may amend the Plan or any Award Agreement at any time without a Participant’s consent to comply with applicable law including Section
409A of the Code or any other relevant tax regime or pursuant to (a) any right that the Company may have under any Company recoupment
policy or other agreement or arrangement with a Participant, or (b) any right or obligation that the Company may have regarding the clawback
of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated
thereunder from time to time by the U.S. Securities and Exchange Commission. The Committee may amend the terms of any Award theretofore
granted, prospectively or retroactively, but, subject to Article IV or as otherwise specifically provided herein, no such amendment or
other action by the Committee shall impair the rights of any holder without the holder’s consent.


 


Article
XIII

UNFUNDED STATUS OF PLAN


 


The
Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payment as
to which a Participant has a fixed and vested interest but which are not yet made to a Participant by the Company, nothing contained
herein shall give any such Participant any right that is greater than those of a general unsecured creditor of the Company.


 


Article
XIV

GENERAL PROVISIONS


 


14.1
Legend. The Committee may require each Person receiving shares of Common Stock pursuant to a Stock Option or other Award under
the Plan to represent to and agree with the Company in writing that the Participant is acquiring the shares without a view to distribution
thereof. In addition to any legend required by the Plan, the certificates for such shares may include any legend that the Committee deems
appropriate to reflect any restrictions on Transfer. All certificates for shares of Common Stock delivered under the Plan shall be subject
to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements
of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed or any national securities exchange
system upon whose system the Common Stock is then quoted, any applicable federal or state securities law, and any applicable corporate
law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.


 






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14.2
Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements,
subject to stockholder approval if such approval is required, and such arrangements may be either generally applicable or applicable
only in specific cases.


 


14.3
No Right to Employment/Directorship/Consultancy. Neither the Plan nor the grant of any Option or other Award hereunder shall
give any Participant or other employee, Consultant or Non-Employee Director any right with respect to continuance of employment, consultancy
or directorship by the Company or any Affiliate, nor shall there be a limitation in any way on the right of the Company or any Affiliate
by which an employee is employed or a Consultant or Non-Employee Director is retained to terminate such employment, consultancy or directorship
at any time.


 


14.4
Withholding of Taxes. The Company shall have the right to deduct from any payment to be made pursuant to the Plan, or to otherwise
require, prior to the issuance or delivery of shares of Common Stock or the payment of any cash hereunder, payment by the Participant
of, any federal, state or local taxes required by law to be withheld or accounted for to a tax authority. Upon the vesting of Restricted
Stock (or other Award that is taxable upon vesting), upon making an election under Section 83(b) of the Code, or exercise of an Option,
a Participant shall pay all required withholding to the Company. Any minimum statutorily required withholding obligation with regard
to any Participant may be satisfied, subject to the consent of the Committee, by reducing the number of shares of Common Stock otherwise
deliverable or by delivering shares of Common Stock already owned. Any fraction of a share of Common Stock required to satisfy such tax
obligations shall be disregarded and the amount due shall be paid instead in cash by the Participant. The shares of Common Stock used
for tax or other withholding will be valued at an amount equal to the fair market value of such shares of Common Stock on the date the
benefit is to be included in Participant’s income. In no event will the fair market value of the shares of Common Stock to be withheld
and delivered pursuant to this Section 14.4 exceed the maximum amount required to be withheld, unless (a) an additional amount can be
withheld and not result in adverse accounting consequences, (b) such additional withholding amount is authorized by the Committee, and
(c) the total amount withheld does not exceed the Participant’s estimated tax obligations attributable to the applicable transaction.


 


14.5
No Assignment of Benefits. No Award or other benefit payable under the Plan shall, except as otherwise specifically provided
by law or permitted by the Committee, be Transferable in any manner, and any attempt to Transfer any such benefit shall be void, and
any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of any Person
who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such Person.


 






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14.6
Listing and Other Conditions.


 


(a)
Unless otherwise determined by the Committee, as long as the Common Stock is listed on a national securities exchange or system sponsored
by a national securities association, the issuance of shares of Common Stock pursuant to an Award shall be conditioned upon such shares
being listed on such exchange or system. The Company shall have no obligation to issue such shares unless and until such shares are so
listed, and the right to exercise any Option or other Award with respect to such shares shall be suspended until such listing has been
effected.


 


(b)
If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common Stock pursuant to an Option
or other Award is or may in the circumstances be unlawful or result in the imposition of excise taxes on the Company under the statutes,
rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any
application or to effect or to maintain any qualification or registration under the Securities Act or otherwise, with respect to shares
of Common Stock or Awards, and the right to exercise any Option or other Award shall be suspended until, in the opinion of said counsel,
such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company.


 


(c)
Upon termination of any period of suspension under this Section 14.6, any Award affected by such suspension which shall not then have
expired or terminated shall be reinstated as to all shares available before such suspension and as to shares which would otherwise have
become available during the period of such suspension, but no such suspension shall extend the term of any Award.


 


(d)
A Participant shall be required to supply the Company with certificates, representations and information that the Company requests and
otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval the Company
deems necessary or appropriate.


 


14.7
Governing Law. The Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws
of the State of Delaware, regardless of the law that might otherwise govern under applicable Delaware principles of conflict of laws,
except to the extent that the laws of Ireland mandatorily apply.


 


14.8
Jurisdiction; Waiver of Jury Trial. Any suit, action or proceeding with respect to the Plan or any Award Agreement, or any
judgment entered by any court of competent jurisdiction in respect of any thereof, shall be resolved only in the courts of the State
of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals
in such courts. In that context, and without limiting the generality of the foregoing, the Company and each Participant shall irrevocably
and unconditionally (a) submit in any proceeding relating to the Plan or any Award Agreement, or for the recognition and enforcement
of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State
of Delaware, the court of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals
from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined in such Delaware
State court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought
in such courts and waives any objection that the Company and each Participant may now or thereafter have to the venue or jurisdiction
of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim
the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating
to the Plan or any Award Agreement, (d) agree that service of process in any such Proceeding may be effected by mailing a copy of such
process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a
Participant, at the Participant’s address shown in the books and records of the Company or, in the case of the Company, at the
Company’s principal offices, attention General Counsel, and (e) agree that nothing in the Plan shall affect the right to effect
service of process in any other manner permitted by the laws of the State of Delaware.


 






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14.9
Construction. Wherever any words are used in the Plan in the masculine gender they shall be construed as though they were
also used in the feminine gender in all cases where they would so apply, and wherever words are used herein in the singular form they
shall be construed as though they were also used in the plural form in all cases where they would so apply. To the extent required by
local law or exchange requirements, and to the extent applicable in the context, references to “purchase” (and derivations
of such term) in this Plan shall include references to “subscribe” (and derivations of such term).


 


14.10
Other Benefits. No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing benefits
under any retirement plan of the Company or its Affiliates nor affect any benefit under any other benefit plan now or subsequently in
effect under which the availability or amount of benefits is related to the level of compensation.


 


14.11
Costs. The Company shall bear all expenses associated with administering the Plan, including expenses of issuing Common Stock
pursuant to Awards hereunder. Notwithstanding the foregoing, Participants shall bear all brokerage fees attributable to exercise of Stock
Options.


 


14.12
No Right to Same Benefits. The provisions of Awards need not be the same with respect to each Participant, and such Awards
to individual Participants need not be the same in subsequent years.


 


14.13
Death/Disability. The Committee may in its discretion require the transferee of a Participant to supply it with written notice
of the Participant’s death or Disability and to supply it with a copy of the will (in the case of the Participant’s death)
or such other evidence as the Committee deems necessary to establish the validity of the transfer of an Award. The Committee may also
require that the agreement of the transferee to be bound by all of the terms and conditions of the Plan.


 


14.14
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 Common Stock are intended to comply with any applicable exemptive condition under Rule 16b-3. The Committee may
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.


 






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14.15
Section 409A of the Code. The Plan is intended to comply with or be exempt from the applicable requirements of Section 409A
of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that any Award is subject to
Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary
or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto.
Notwithstanding anything herein to the contrary, any provision in the Plan that is inconsistent with Section 409A of the Code shall be
deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith,
such provision shall be null and void. The Company shall have no liability to a Participant, or any other party, if an Award that is
intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the
Committee or the Company and, in the event that any amount or benefit under the Plan becomes subject to penalties under Section 409A
of the Code, responsibility for payment of such penalties shall rest solely with the affected Participants and not with the Company.
Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of “nonqualified deferred compensation”
(within the meaning of Section 409A of the Code) that are otherwise required to be made under the Plan to a “specified employee”
(as defined under Section 409A of the Code) as a result of such employee’s separation from service (other than a payment that is
not subject to Section 409A of the Code) shall be delayed for the first six (6) months following such separation from service (or, if
earlier, the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) upon expiration
of such delay period.


 


14.16
Successor and Assigns. The Plan shall be binding on all successors and permitted assigns of a Participant, including, without
limitation, the estate of such Participant and the executor, administrator or trustee of such estate.


 


14.17
Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.


 


14.18
Payments to Minors, Etc. Any benefit payable to or for the benefit of a minor, an incompetent Person or other Person incapable
of receipt thereof shall be deemed paid when paid to such Person’s guardian or to the party providing or reasonably appearing to
provide for the care of such Person, and such payment shall fully discharge the Committee, the Board, the Company, its Affiliates and
their employees, agents and representatives with respect thereto.


 


14.19
Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered
part of the Plan, and shall not be employed in the construction of the Plan.


 


14.20
Company Recoupment of Awards. A Participant’s rights with respect to any Award hereunder shall in all events be subject
to (i) any right that the Company may have under any Company recoupment policy or other agreement or arrangement with a Participant,
or (ii) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under
Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities
and Exchange Commission.


 






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14.21
Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other Company. Notwithstanding anything in this
Plan to the contrary:


 


(a)
Awards may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, stock options,
stock appreciation rights, restricted stock, restricted stock units or other stock or stock-based awards held by awardees of an entity
engaging in a corporate acquisition or merger transaction with the Company or any Subsidiary. Any conversion, substitution or assumption
will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies
with Section 409A of the Code. The awards so granted may reflect the original terms of the awards being assumed or substituted or converted
for and need not comply with other specific terms of this Plan, and may account for Common Stock substituted for the securities covered
by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable
to the original awards, adjusted to account for differences in stock prices in connection with the transaction.


 


(b)
In the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary merges has shares available
under a pre-existing plan previously approved by stockholders and not adopted in contemplation of such acquisition or merger, the shares
available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition or merger)
may be used for awards made after such acquisition or merger under the Plan; provided, however, that awards using such available shares
may not be made after the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition
or merger, and may only be made to individuals who were not employees or directors of the Company or any Subsidiary prior to such acquisition
or merger.


 


(c)
Any Common Stock that is issued or transferred by, or that is subject to any awards that are granted by, or become obligations of, the
Company under Sections 14.22(a) or 14.22(b) above will not reduce the Common Stock available for issuance or transfer under the Plan
or otherwise count against the limits contained in Section 4.1 of the Plan. In addition, no Common Stock that is issued or transferred
by, or that is subject to any awards that are granted by, or become obligations of, the Company under Sections 14.22(a) or 14.22(b) above
will be added to the aggregate plan limit contained in Section 4.1 of the Plan.


 


14.22
Persons Residing Outside of Ireland or the United States. Notwithstanding any provision of the Plan to the contrary, in order
to comply with the laws in other countries in which the Company or any of its Affiliates operates or has employees, the Committee, in
its sole discretion, shall have the power and authority to determine which Affiliates shall be covered by the Plan; determine which
persons employed outside the United States are eligible to participate in the Plan; amend or vary the terms and provisions of the
Plan and the terms and conditions of any Award granted to persons who reside or provide services outside Ireland or the United States;
establish sub-plans and modify exercise procedures and other terms and procedures to the extent such actions may be necessary or advisable
for legal, tax or administrative reasons - any sub-plans and modifications to Plan terms and procedures established under this Section
14.22 by the Committee shall be attached to the Plan document as appendices; and take any action, before or after an Award is made,
that it deems advisable to obtain or comply with any necessary local government regulatory or tax exemptions or approvals. Notwithstanding
the above, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act, the
Code, any securities law or governing statute.


 






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Article
XV

EFFECTIVE DATE OF PLAN


 


The
Plan shall become effective on [●], 2021, which is the date of approval of the Plan by the shareholders of the Company
in accordance with the requirements of the laws of Ireland.


 


Article
XVI

TERM OF PLAN


 


No
Award shall be granted pursuant to the Plan on or after the tenth anniversary of the earlier of the date that the Plan is adopted or
the date of stockholder approval, but Awards granted prior to such tenth anniversary may extend beyond that date.


 


Article
XVII

NAME OF PLAN


 


The
Plan shall be known as the “Ads-Tec Energy Public Limited Company 2021 Omnibus Incentive Plan.”


 




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