rockleyex103-2021stockin






Exhibit 10.3      93875243_3  4824-5331-6313.v6  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  (Adopted by the Board of Directors on March 31, 2021)   (Approved by the Shareholders on August 6, 2021)  Effective Date: August 11, 2021  





 






  ROCKLEY PHOTONICS LIMITED  2021 STOCK INCENTIVE PLAN  i  93875243_3  4824-5331-6313.v6  TABLE OF CONTENTS  Page  SECTION 1. ESTABLISHMENT AND PURPOSE.............................................................. 6  SECTION 2. DEFINITIONS. .................................................................................................. 6  (a) “2013 Plan” ...................................................................................................................... 6  (b) “Affiliate” ........................................................................................................................ 6  (c) “Award” ........................................................................................................................... 6  (d) “Award Agreement” ........................................................................................................ 6  (e) “Board of Directors” or “Board” ..................................................................................... 6  (f) “Cash-Based Award” ....................................................................................................... 6  (g) “Change in Control” ........................................................................................................ 6  (h) “Code”.............................................................................................................................. 8  (i) “Committee” .................................................................................................................... 8  (j) “Company” ...................................................................................................................... 8  (k) “Consultant” ..................................................................................................................... 8  (l) “Disability” ...................................................................................................................... 8  (m) “Employee” ...................................................................................................................... 8  (n) “Exchange Act” ............................................................................................................... 8  (o) “Exercise Price” ............................................................................................................... 8  (p) “Fair Market Value” ........................................................................................................ 8  (q) “ISO”................................................................................................................................ 9  (r) “Nonstatutory Option” or “NSO” .................................................................................... 9  (s) “Option” ........................................................................................................................... 9  (t) “Outside Director” ........................................................................................................... 9  (u) “Parent” ............................................................................................................................ 9  (v) “Participant” ..................................................................................................................... 9  (w) “Plan” ............................................................................................................................... 9  (x) “Purchase Price” .............................................................................................................. 9  (y) “Restricted Share” .......................................................................................................... 10  (z) “Restricted Stock Unit”.................................................................................................. 10  (aa) “Returning Shares” ........................................................................................................ 10  (bb) “SAR” ............................................................................................................................ 10  





 






  ii  93875243_3  4824-5331-6313.v6  (cc) “Section 409A” .............................................................................................................. 10  (dd) “Securities Act” ............................................................................................................. 10  (ee) “Service” ........................................................................................................................ 10  (ff) “Share” ........................................................................................................................... 10  (gg) “Stock” ........................................................................................................................... 10  (hh) “Subsidiary” ................................................................................................................... 10  SECTION 3. ADMINISTRATION. ...................................................................................... 11  (a) Committee Composition ................................................................................................ 11  (b) Committee Appointment ................................................................................................ 11  (c) Committee Responsibilities ........................................................................................... 11  SECTION 4. ELIGIBILITY. ................................................................................................. 13  (a) General Rule .................................................................................................................. 13  (b) Ten-Percent Shareholders .............................................................................................. 13  (c) Attribution Rules ............................................................................................................ 13  (d) Outstanding Stock .......................................................................................................... 13  SECTION 5. STOCK SUBJECT TO PLAN; DIRECTOR COMPENSATION LIMIT. 13  (a) Basic Limitation ............................................................................................................. 13  (b) Additional Shares ........................................................................................................... 14  (c) Substitution and Assumption of Awards ....................................................................... 14  (d) Outside Director Compensation Limit ........................................................................... 15  SECTION 6. RESTRICTED SHARES. ............................................................................... 15  (a) Restricted Share Award Agreement ............................................................................... 15  (b) Payment for Awards ...................................................................................................... 15  (c) Vesting ........................................................................................................................... 15  (d) Voting and Dividend Rights .......................................................................................... 15  (e) Restrictions on Transfer of Shares ................................................................................. 16  SECTION 7. TERMS AND CONDITIONS OF OPTIONS. .............................................. 16  (a) Option Award Agreement .............................................................................................. 16  (b) Number of Shares .......................................................................................................... 16  (c) Exercise Price................................................................................................................. 16  (d) Withholding Taxes ......................................................................................................... 16  





 






  iii  93875243_3  4824-5331-6313.v6  (e) Exercisability and Term ................................................................................................. 16  (f) Exercise of Options ........................................................................................................ 17  (g) No Rights as a Shareholder ............................................................................................ 17  (h) Modification, Extension and Renewal of Options ......................................................... 17  (i) Restrictions on Transfer of Shares ................................................................................. 17  (j) Buyout Provisions .......................................................................................................... 17  SECTION 8. PAYMENT FOR SHARES. ............................................................................ 17  (a) General Rule .................................................................................................................. 17  (b) Surrender of Stock ......................................................................................................... 18  (c) Services Rendered .......................................................................................................... 18  (d) Cashless Exercise ........................................................................................................... 18  (e) Exercise/Pledge .............................................................................................................. 18  (f) Net Exercise ................................................................................................................... 18  (g) Promissory Note............................................................................................................. 18  (h) Other Forms of Payment ................................................................................................ 18  (i) Limitations under Applicable Law ................................................................................ 19  SECTION 9. STOCK APPRECIATION RIGHTS. ............................................................ 19  (a) SAR Award Agreement ................................................................................................. 19  (b) Number of Shares .......................................................................................................... 19  (c) Exercise Price................................................................................................................. 19  (d) Exercisability and Term ................................................................................................. 19  (e) Exercise of SARs ........................................................................................................... 19  (f) Modification, Extension or Assumption of SARs ......................................................... 19  (g) Buyout Provisions .......................................................................................................... 20  SECTION 10. RESTRICTED STOCK UNITS. .................................................................... 20  (a) Restricted Stock Unit Award Agreement ...................................................................... 20  (b) Payment for Awards ...................................................................................................... 20  (c) Vesting Conditions......................................................................................................... 20  (d) Voting and Dividend Rights .......................................................................................... 20  (e) Form and Time of Settlement of Restricted Stock Units ............................................... 20  (f) Death of Participant ....................................................................................................... 21  (g) Creditors’ Rights ............................................................. Error! Bookmark not defined.  





 






  iv  93875243_3  4824-5331-6313.v6  SECTION 11. CASH-BASED AWARDS ............................................................................... 21  SECTION 12. ADJUSTMENT OF SHARES. ....................................................................... 21  (a) Adjustments ................................................................................................................... 21  (b) Dissolution or Liquidation ............................................................................................. 22  (c) Merger or Reorganization .............................................................................................. 22  (d) Change in Control .......................................................................................................... 23  (e) Reservation of Rights ..................................................................................................... 24  SECTION 13. DEFERRAL OF AWARDS. ........................................................................... 24  (a) Committee Powers ......................................................................................................... 24  (b) General Rules ................................................................................................................. 24  SECTION 14. AWARDS UNDER OTHER PLANS. ............................................................ 25  SECTION 15. PAYMENT OF DIRECTOR’S FEES IN SECURITIES. ............................ 25  (a) Effective Date ................................................................................................................ 25  (b) Elections to Receive NSOs, SARs, Restricted Shares, or Restricted Stock Units ........ 25  (c) Number and Terms of NSOs, SARs, Restricted Shares or Restricted Stock Units ....... 25  SECTION 16. LEGAL AND REGULATORY REQUIREMENTS. ................................... 25  SECTION 17. TAXES. ............................................................................................................. 26  (a) Withholding Taxes ......................................................................................................... 26  (b) Share Withholding ......................................................................................................... 26  (c) Section 409A .................................................................................................................. 26  SECTION 18. TRANSFERABILITY. .................................................................................... 26  SECTION 19. PERFORMANCE BASED AWARDS. .......................................................... 27  SECTION 20. RECOUPMENT OF AWARDS. .................................................................... 27  SECTION 21. NO EMPLOYMENT RIGHTS. ..................................................................... 28  SECTION 22. DURATION AND AMENDMENTS. ............................................................. 28  (a) Term of the Plan............................................................................................................. 28  (b) Right to Amend the Plan ................................................................................................ 28  (c) Effect of Termination ..................................................................................................... 28  SECTION 23. AWARDS TO NON-U.S. PARTICIPANTS. ................................................. 28  





 






  v  93875243_3  4824-5331-6313.v6  SECTION 24. GOVERNING LAW. ....................................................................................... 28  SECTION 25. SUCCESSORS AND ASSIGNS. .................................................................... 29  SECTION 26. EXECUTION. .................................................................................................. 29    





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  6    93875243_3  4824-5331-6313.v6  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  SECTION 1. ESTABLISHMENT AND PURPOSE.  The Plan was adopted by the Board of Directors on March 31, 2021 and is effective on  August 11, 2021 (the “Effective Date”).  The Plan’s purpose is to enhance the Company’s ability  to attract, retain, incent, reward, and motivate persons who make (or are expected to make)  important contributions to the Company and its Subsidiaries and Affiliates by providing  Participants with equity ownership and other incentive opportunities.  SECTION 2. DEFINITIONS.  (a) “2013 Plan” means the 2013 Equity Incentive Plan of Rockley Photonics Limited,  as amended.  (b) “Affiliate” means any entity other than a Subsidiary, if the Company and/or one or  more Subsidiaries own not less than 50% of such entity.  (c) “Award” means any award of an Option, a SAR, a Restricted Share, a Restricted  Stock Unit, a Stock-Based Award or a Cash-Based Award under the Plan.  (d) “Award Agreement” means the agreement between the Company and the recipient  of an Award which contains the terms, conditions and restrictions pertaining to such Award.  (e) “Board of Directors” or “Board” means the Board of Directors of the Company, as  constituted from time to time.  (f) “Cash-Based Award” means an Award that entitles the Participant to receive a  cash-denominated payment.  (g) “Change in Control” means the occurrence of any of the following events:  (i) A change in the composition of the Board occurs, as a result of which fewer  than one-half of the incumbent directors are directors who either:  (A) Had been directors of the Company on the “look-back date” (as  defined below) (the “original directors”); or  (B) Were elected, or nominated for election, to the Board with the  affirmative votes of at least a majority of the aggregate of the  original directors who were still in office at the time of the election  or nomination and the directors whose election or nomination was  previously so approved (the “continuing directors”);  





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  7    93875243_3  4824-5331-6313.v6  provided, however, that for this purpose, the “original directors” and  “continuing directors” shall not include any individual whose initial  assumption of office occurred 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;  (ii) Any “person” (as defined below) who by the acquisition or aggregation of  securities, is or becomes 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 ordinarily (and apart from rights  accruing under special circumstances) having the right to vote at elections  of directors (the “Base Capital Stock”); except that any change in the  relative beneficial ownership of the Company’s securities by any person  resulting solely from a reduction in the aggregate number of outstanding  Shares of Base Capital Stock, and any decrease thereafter in such person’s  ownership of securities, shall be disregarded until such person increases in  any manner, directly or indirectly, such person’s beneficial ownership of  any securities of the Company;  (iii) The consummation of a merger or consolidation of the Company or a  Subsidiary of the Company with or into another entity or any other  corporate reorganization, if persons who were not shareholders of the  Company immediately prior to such merger, consolidation or other  reorganization own immediately after such merger, consolidation or other  reorganization 50% or more of the voting power of the outstanding  securities of each of (A) the Company (or its successor) and (B) any direct  or indirect parent corporation of the Company (or its successor); or  (iv) The sale, transfer, or other disposition of all or substantially all of the  Company’s assets.  For purposes of subsection (g)(i) above, the term “look-back” date means the later of (1)  the Effective Date and (2) the date that is 24 months prior to the date of the event that may  constitute a Change in Control.  For purposes of subsection (g)(ii) above, the term “person” shall have the same meaning  as when used in Sections 13(d) and 14(d) of the Exchange Act, but shall exclude (1) a trustee or  other fiduciary holding securities under an employee benefit plan maintained by the Company or  a Parent or Subsidiary and (2) a corporation owned directly or indirectly by the shareholders of the  Company in substantially the same proportions as their ownership of the Stock.  





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  8    93875243_3  4824-5331-6313.v6  Any other provision of this Section 2(g) notwithstanding, a transaction shall not constitute  a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to  create a holding company that will be owned in substantially the same proportions by the persons  who held the Company’s securities immediately before such transaction, and a Change in Control  shall not be deemed to occur if the Company files a registration statement with the United States  Securities and Exchange Commission in connection with an initial or secondary public offering of  securities or debt of the Company to the public.  (h) “Code” means the United States Internal Revenue Code of 1986, as amended, and  the rules and regulations promulgated thereunder.  (i) “Committee” means the Compensation Committee as designated by the Board,  which is authorized to administer the Plan, as described in Section 3 hereof.  (j) “Company” means Rockley Photonics Holding Limited, a   Cayman   Islands    exempted   company   limited   by   shares, or any successor thereto.  (k) “Consultant” means an individual who is a consultant or advisor and who provides  bona fide services to the Company, a Parent, a Subsidiary, or an Affiliate as an independent  contractor (not including service as a member of the Board) or a member of the board of directors  of a Parent or a Subsidiary, in each case who is not an Employee.  (l) “Disability” means any permanent and total disability as defined by Section  22(e)(3) of the Code.  (m) “Employee” means any individual who is a common-law employee of the  Company, a Parent, a Subsidiary, or an Affiliate.  (n) “Exchange Act” means the United States Securities Exchange Act of 1934, as  amended, and the rules and regulations promulgated thereunder.  (o) “Exercise Price” means, in the case of an Option, the amount for which one Share  may be purchased upon exercise of such Option, as specified in the applicable Option Award  Agreement.  “Exercise Price” means, in the case of a SAR, an amount, as specified in the  applicable SAR Award Agreement, which is subtracted from the Fair Market Value of one Share  in determining the amount payable upon exercise of such SAR.  (p) “Fair Market Value” with respect to a Share, means the market price of one Share,  determined by the Committee as follows:  (i) If the Stock was traded over-the-counter on the date in question, then the  Fair Market Value shall be equal to the last transaction price quoted for such  date by the OTC Bulletin Board or, if not so quoted, shall be equal to the  mean between the last reported representative bid and asked prices quoted  for such date by the principal automated inter-dealer quotation system on  





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  9    93875243_3  4824-5331-6313.v6  which the Stock is quoted or, if the Stock is not quoted on any such system,  by the Pink Quote system;  (ii) If the Stock was traded on any established stock exchange (such as the New  York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global  Select Market) or national market system on the date in question, then the  Fair Market Value shall be equal to the closing price reported for such date  by the applicable exchange or system; or  (iii) If none of the foregoing provisions is applicable, then the Fair Market Value  shall be determined by the Committee in good faith on such basis as it  deems appropriate.  For any date that is not a trading day, the Fair Market Value of a share of Stock for such date shall  be determined under clauses (i) and (ii) above with reference to the immediately preceding trading  day.  In all cases, the determination of Fair Market Value by the Committee shall be conclusive  and binding on all persons and shall be consistent with the rules of Section 409A and Section 422  of the Code to the extent applicable.  (q) “ISO” means an Option intended to be an “incentive stock option” described in  Section 422 of the Code. Each Option granted pursuant to the Plan will be treated as providing by  its terms that it is to be an NSO unless, as of the date of grant, it is expressly designated as an ISO  in the applicable Award Agreement.  (r) “Nonstatutory Option” or “NSO” means an Option that is not an ISO.  (s) “Option” means an option entitling the holder to acquire Shares upon payment of  the exercise price.  (t) “Outside Director” means a member of the Board who is not a common-law  employee of the Company, a Parent or a Subsidiary.  (u) “Parent” means any corporation (other than the Company) in an unbroken chain of  corporations ending with the Company, if each of the corporations other than the Company owns  stock possessing 50% or more of the total combined voting power of all classes of stock in one of  the other corporations in such chain.  A corporation that attains the status of a Parent on a date  after the adoption of the Plan shall be a Parent commencing as of such date.  (v) “Participant” means a person who holds an Award.  (w) “Plan” means this 2021 Stock Incentive Plan of Rockley Photonics Limited, as  amended from time to time.  (x) “Purchase Price” means the consideration for which one Share may be acquired  under the Plan (other than upon exercise of an Option), as specified by the Committee.  





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  10    93875243_3  4824-5331-6313.v6  (y) “Restricted Share” means a Share subject to restrictions requiring that it be  forfeited, redelivered or offered for sale to the Company if specified performance or other vesting  conditions are not satisfied awarded under the Plan.  (z) “Restricted Stock Unit” means a bookkeeping entry representing the Company’s  obligation to deliver one Share (or distribute cash) measured by the value of a Share on a future  date and may be subject to the satisfaction of performance or other vesting conditions.  (aa) “Returning Shares” means Shares subject to outstanding stock awards granted  under the 2013 Plan and that following the Effective Date: (A) are subsequently forfeited or  terminated for any reason before being exercised or settled; (B) are not issued because such stock  award or any portion thereof is settled in cash; (C) are subject to vesting restrictions and are  subsequently forfeited; (D) are withheld or reacquired to satisfy the exercise, strike or purchase  price; or (E) are withheld or reacquired to satisfy a tax withholding obligation.  (bb) “SAR” means a right entitling the holder upon exercise to receive an amount  (payable in cash or in Shares of equivalent value) equal to the excess of the Fair Market Value of  the Shares subject to the right over the Exercise Price from which appreciation under the SAR is  to be measured.  (cc) “Section 409A” means Section 409A of the Code.  (dd) “Securities Act” means the United States Securities Act of 1933, as amended, the  rules and regulations promulgated thereunder.  (ee) “Service” means service as an Employee, Consultant or Outside Director, subject  to such further limitations as may be set forth in the Plan or the applicable Award Agreement.   Service does not terminate when an Employee goes on a bona fide leave of absence, that was  approved by the Company in writing, if the terms of the leave provide for continued Service  crediting, or when continued Service crediting is required by applicable law.  However, for  purposes of determining whether an Option is entitled to ISO status, an Employee’s employment  will be treated as terminating three months after such Employee went on leave, unless such  Employee’s right to return to active work is guaranteed by law or by a contract.  Service terminates  in any event when the approved leave ends, unless such Employee immediately returns to active  work.  The Company determines which leaves of absence count toward Service, and when Service  terminates for all purposes under the Plan.  (ff) “Share” means one Share of Stock, as adjusted in accordance with Section 12 (if  applicable).  (gg) “Stock” means the Common Shares of the Company.  (hh) “Stock-Based Award” means an Award other than an Option, a SAR, a Restricted  Share, a Restricted Stock Unit that is convertible into or otherwise based on Stock.  





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  11    93875243_3  4824-5331-6313.v6  (jj) “Subsidiary” means any corporation, if the Company owns and/or one or more  other Subsidiaries own not less than 50% of the total combined voting power of all classes of  outstanding stock of such corporation.  A corporation that attains the status of a Subsidiary on a  date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.   The determination of whether an entity is a “Subsidiary” shall be made in accordance with Section  424(f) of the code.  SECTION 3. ADMINISTRATION.  (a) Committee Composition.  The Plan shall be administered by a Committee appointed  by the Board, or by the Board acting as the Committee.  The Committee shall consist of two or  more directors of the Company.  In addition, to the extent required by the Board, the composition  of the Committee shall satisfy such requirements of the New York Stock Exchange or the Nasdaq  Stock Market, as applicable, and as the Securities and Exchange Commission may establish for  administrators acting under plans intended to qualify for exemption under Rule 16b-3 (or its  successor) under the Exchange Act.  (b) Committee Appointment.  The Board may also appoint one or more separate  committees of the Board, each composed of one or more directors of the Company who need not  satisfy the requirements of Section 3(a), who may administer the Plan, grant Awards under the  Plan and determine all terms of such grants, in each case with respect to all Employees, Consultants  and Outside Directors (except such as may be on such committee), provided that such committee  or committees may perform these functions only with respect to Employees who are not considered  officers or directors of the Company under Section 16 of the Exchange Act.  Within the limitations  of the preceding sentence, any reference in the Plan to the Committee shall include such committee  or committees appointed pursuant to the preceding sentence.  To the extent permitted by applicable  laws, the Board or Committee may also authorize one or more officers of the Company to designate  Employees, other than officers under Section 16 of the Exchange Act, to receive Awards and/or to  determine the number of such Awards to be received by such persons; provided, however, that the  Board or Committee shall specify the total number of Awards that such officers may so award.    (c) Committee Responsibilities.  Subject to the provisions of the Plan, the Committee  shall have full authority and discretion to take the following actions:  (i) To interpret the Plan and to apply its provisions;  (ii) To adopt, amend, or rescind rules, procedures, and forms relating to the  Plan;  (iii) To adopt, amend, or terminate sub-plans established for the purpose of  satisfying applicable foreign laws including qualifying for preferred tax  treatment under applicable foreign tax laws;  (iv) To authorize any person to execute, on behalf of the Company, any  instrument required to carry out the purposes of the Plan;  





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  12    93875243_3  4824-5331-6313.v6  (v) To determine when Awards are to be granted under the Plan;  (vi) To select the Participants to whom Awards are to be granted;  (vii) To determine the type of Award and number of Shares or amount of cash to  be made subject to each Award;  (viii) To prescribe the terms and conditions of each Award, including (without  limitation) the Exercise Price and Purchase Price, and the vesting or  duration of the Award (including accelerating the vesting of Awards, either  at the time of the Award or thereafter, without the consent of the  Participant), to determine whether an Option is to be classified as an ISO or  as an NSO, and to specify the provisions of the agreement relating to such  Award;  (ix) To amend any outstanding Award Agreement, subject to applicable legal  restrictions and to the consent of the Participant if the Participant’s rights or  obligations would be materially impaired;  (x) To prescribe the consideration for the grant of each Award or other right  under the Plan and to determine the sufficiency of such consideration;  (xi) To determine the disposition of each Award or other right under the Plan in  the event of a Participant’s divorce or dissolution of marriage;  (xii) To determine whether Awards under the Plan will be granted in replacement  of other grants under an incentive or other compensation plan of an acquired  business;  (xiii) To correct any defect, supply any omission, or reconcile any inconsistency  in the Plan or any Award Agreement;  (xiv) To establish or verify the extent of satisfaction of any performance goals or  other conditions applicable to the grant, issuance, exercisability, vesting,  and/or ability to retain any Award; and  (xv) To take any other actions deemed necessary or advisable for the  administration of the Plan.  Subject to the requirements of applicable law, the Committee may designate persons other than  members of the Committee to carry out its responsibilities and may prescribe such conditions and  limitations as it may deem appropriate, except that the Committee may not delegate its authority  with regard to the selection for participation of or the granting of Awards under the Plan to persons  subject to Section 16 of the Exchange Act.  All decisions, interpretations and other actions of the  Committee shall be final and binding on all Participants and all persons deriving their rights from  





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  13    93875243_3  4824-5331-6313.v6  a Participant.  No member of the Committee shall be liable for any action that the member has  taken or has failed to take in good faith with respect to the Plan or any Award under the Plan.  SECTION 4. ELIGIBILITY.  (a) General Rule.  The Committee will select Participants from among Employees,  Consultants and Outside Directors.  Eligibility for ISOs is limited to individuals described in the  first sentence of this Section 4(a) who are employees of the Company or of a “parent corporation”  or “subsidiary corporation” of the Company as those terms are defined in Section 424 of the Code.  Eligibility for Stock Options, other than ISOs, and SARs is limited to individuals described in the  first sentence of this Section 4(a) who are providing direct services on the date of grant of the  Award to the Company or to a subsidiary of the Company that would be described in the first  sentence of Section 1.409A-1(b)(5)(iii)(E) of the Treasury Regulations.   (b) Ten-Percent Shareholders.  An Employee who owns more than 10% of the total  combined voting power of all classes of outstanding stock of the Company, a Parent or Subsidiary  shall not be eligible for the grant of an ISO unless such grant satisfies the requirements of Section  422(c)(5) of the Code.  (c) Attribution Rules.  For purposes of Section 4(b) above, in determining stock  ownership, an Employee shall be deemed to own the stock owned, directly or indirectly, by or for  such Employee’s brothers, sisters, spouse, ancestors, and lineal descendants.  Stock owned,  directly or indirectly, by or for a corporation, partnership, estate, or trust shall be deemed to be  owned proportionately by or for its shareholders, partners, or beneficiaries.  (d) Outstanding Stock.  For purposes of Section 4(b) above, “outstanding stock” shall  include all stock actually issued and outstanding immediately after the grant.  “Outstanding stock”  shall not include Shares authorized for issuance under outstanding options held by the Employee  or by any other person.  SECTION 5. STOCK SUBJECT TO PLAN; DIRECTOR COMPENSATION LIMIT.  (a) Basic Limitation.  Shares offered under the Plan shall be authorized but unissued  Shares, treasury Shares, or previously issued Shares acquired by the Company.  No fractional  Shares will be delivered under the Plan. The maximum aggregate number of Shares authorized for  issuance as Awards under the Plan shall not exceed the sum of (i) 7,631,196 Shares, plus (ii) the  number of reserved Shares on an as converted basis1 which, but for their cancellation immediately  prior to the Effective Date, were at such time reserved under the 2013 Plan but not issued or subject  to outstanding grants remaining available for issuance under the 2013 Plan, plus (iii) the sum of  any Returning Shares which become available from time to time, plus (iv) an annual increase on    1 Such conversion shall be accomplished by multiplying such number of shares reserved for issuance under the 2013  Plan by the Exchange Ratio, as such term is defined under the Business Combination Agreement and Plan of  Merger executed by and among SC Health Corporation, Rockley Photonics Limited and the Company on March  19, 2021.   





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  14    93875243_3  4824-5331-6313.v6  the first day of each fiscal year for a period of not more than ten (10) years beginning on January  1, 2022, and ending on (and including) January 1, 2031, in an amount equal to (x) four percent  (4%) of the outstanding Shares on the last day of the immediately preceding fiscal year or (y) such  lesser amount (including zero) that the Committee or Board determines for purposes of the annual  increase for that fiscal year. Notwithstanding the foregoing, the number of Shares that may be  delivered in the aggregate pursuant to the exercise of ISOs granted under the Plan shall not exceed  five (5) times the number of Shares provided under clause (i) above plus, to the extent allowable  under Section 422 of the Code, any Shares that become available for issuance under the Plan  pursuant to Section 5(b), but nothing in this Section 5 will be construed as requiring that any, or  any fixed number of, ISOs be awarded under the Plan.  The limitations of this Section 5(a) shall  be subject to adjustment pursuant to Section 12.  The number of Shares that are subject to Awards  outstanding at any time under the Plan shall not exceed the number of Shares which then remain  available for issuance under the Plan.  The Company shall at all times reserve and keep available  sufficient Shares to satisfy the requirements of the Plan.  (b) Additional Shares.  If Restricted Shares or Shares issued upon the exercise of  options are forfeited, then such Shares shall again become available for Awards under the Plan.  If  Restricted Stock Units, Options, or SARs are forfeited or terminate for any reason before being  exercised or settled, or an Award is settled in cash without the delivery of Shares to the holder,  then the corresponding Shares shall again become available for Awards under the Plan.  If  Restricted Stock Units or SARs are settled, then only the number of Shares (if any) actually issued  in settlement of such Restricted Stock Units or SARs shall reduce the number available in Section  5(a) and the balance (including any Shares withheld to satisfy tax withholding obligations) shall  again become available for Awards under the Plan.  Any Shares withheld to satisfy the Exercise  Price or tax withholding obligation pursuant to any Award of Options or SARs shall be added back  to the Shares available for Awards under the Plan.  Notwithstanding the foregoing provisions of  this Section 5(b), Shares that have actually been issued shall not again become available for  Awards under the Plan, except for Shares that are forfeited and do not become vested.  (c) Substitution and Assumption of Awards.  The Committee may make Awards under  the Plan by assumption, substitution, or replacement of stock options, stock appreciation rights,  restricted stock units, or similar awards granted by another entity (including a Parent or  Subsidiary), if such assumption, substitution, or replacement is in connection with an asset  acquisition, stock acquisition, merger, consolidation, or similar transaction involving the Company  (and/or its Parent or Subsidiary) and such other entity (and/or its affiliate).  The terms of such  assumed, substituted, or replaced Awards shall be as the Committee, in its discretion, determines  is appropriate, notwithstanding limitations on Awards in the Plan.  Any such substitute or assumed  Awards shall not count against the Share limitation set forth in Section 5(a) (nor shall Shares  subject to such Awards be added to the Shares available for Awards under the Plan as provided in  Section 5(b) above), except that Shares acquired by exercise of substitute ISOs will count against  the maximum number of Shares that may be issued pursuant to the exercise of ISOs under the  Plan.  





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  15    93875243_3  4824-5331-6313.v6  (d) Outside Director Compensation Limit.  The maximum number of Shares subject to  Awards granted under the Plan during any one calendar year to any Outside Director taken together  with any cash fees paid by the Company to such Outside Director during such calendar year for  service on the Board (other than the calendar year in which an Outside Director commences service  on the Board), will not exceed seven hundred fifty thousand dollars ($750,000) in total value  (calculating the value of any such Awards based on the grant date fair value of such Awards for  financial reporting purposes).  Initial Awards granted under the Plan to Outside Directors who are  members of the Board on the Effective Date or who first join the Board in the calendar year of the  Effective Date shall not be taken into account for purposes of this limitation.   SECTION 6. RESTRICTED SHARES.  (a) Restricted Share Award Agreement.  Each grant of Restricted Shares under the Plan  shall be evidenced by a Restricted Share Award Agreement between the Participant and the  Company.  Such Restricted Shares shall be subject to all applicable terms of the Plan and may be  subject to any other terms that are not inconsistent with the Plan.  The provisions of the various  Restricted Share Award Agreements entered into under the Plan need not be identical.  (b) Payment for Awards.  Restricted Shares may be sold or awarded under the Plan for  such consideration as the Committee may determine, including (without limitation) cash, cash  equivalents, full-recourse promissory notes, past services, and future services.  (c) Vesting.  Each Award of Restricted Shares may or may not be subject to vesting.   Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the  Restricted Share Award Agreement.  A Restricted Share Award Agreement may provide for  accelerated vesting in the event of the Participant’s death, Disability or retirement or other events.    (d) Voting and Dividend Rights.  A holder of Restricted Shares awarded under the Plan  shall have the same voting, dividend, and other rights as the Company’s other shareholders, except  that in the case of any unvested Restricted Shares, the holder shall not be entitled to any dividends  or other distributions paid or distributed by the Company in respect of outstanding Shares.   Notwithstanding the foregoing, at the Committee’s discretion, the holder of unvested Restricted  Shares may be credited with such dividends and other distributions, provided that such dividends  and other distributions shall be paid or distributed to the holder only if, when and to the extent  such unvested Restricted Shares vest.  The value of dividends and other distributions payable or  distributable with respect to any unvested Restricted Shares that do not vest shall be forfeited.  At  the Committee’s discretion, the Restricted Share Award Agreement may require that the holder of  Restricted Shares invest any cash dividends received in additional Restricted Shares.  Such  additional Restricted Shares shall be subject to the same conditions as the Award with respect  which the dividend was paid.  For the avoidance of doubt, other than with respect to the right to  receive dividends and other distributions, the holders of unvested Restricted Shares shall have the  same voting rights and other rights as the Company’s other shareholders in respect of such  unvested Restricted Shares.    





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  16    93875243_3  4824-5331-6313.v6  (e) Restrictions on Transfer of Shares.  Restricted Shares shall be subject to such rights  of repurchase, rights of first refusal, or other restrictions as the Committee may determine.  Such  restrictions shall be set forth in the applicable Restricted Share Award Agreement and shall apply  in addition to any general restrictions that may apply to all holders of Shares.  SECTION 7. TERMS AND CONDITIONS OF OPTIONS.  (a) Option Award Agreement.  Each grant of an Option under the Plan shall be  evidenced by an Option Award Agreement between the Participant and the Company.  Such  Option shall be subject to all applicable terms and conditions of the Plan and may be subject to  any other terms and conditions which are not inconsistent with the Plan and which the Committee  deems appropriate for inclusion in an Option Award Agreement.  The Option Award Agreement  shall specify whether the Option is an ISO or an NSO.  The provisions of the various Option Award  Agreements entered into under the Plan need not be identical.  (b) Number of Shares.  Each Option Award Agreement shall specify the number of  Shares that are subject to the Option and shall provide for the adjustment of such number in  accordance with Section 12.  (c) Exercise Price.  Each Option Award Agreement shall specify the Exercise Price.   The Exercise Price of an ISO shall not be less than 100% of the Fair Market Value of a Share on  the date of grant (110% for ISOs granted to Employees described in Section 4(b)), and the Exercise  Price of an NSO shall not be less than 100% of the Fair Market Value of a Share on the date of  grant.    Subject to the foregoing in this Section 7(c), the Exercise Price under any Option shall be  determined by the Committee in its sole discretion.  The Exercise Price shall be payable in one of  the forms described in Section 8.  (d) Withholding Taxes.  As a condition to the exercise of an Option, the Participant  shall make such arrangements as the Committee may require for the satisfaction of any federal,  state, local or foreign withholding tax obligations that may arise in connection with such exercise.   The Participant shall also make such arrangements as the Committee may require for the  satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in  connection with the disposition of Shares acquired by exercising an Option.  (e) Exercisability and Term.  Each Option Award Agreement shall specify the date  when all or any installment of the Option is to become exercisable.  The Option Award Agreement  shall also specify the term of the Option; provided that the term of an ISO shall in no event exceed  10 years from the date of grant (five years for ISOs granted to Employees described in Section  4(b)).  An Option Award Agreement may provide for accelerated exercisability in the event of the  Participant’s death, Disability, or retirement or other events and may provide for expiration prior  to the end of its term in the event of the termination of the Participant’s Service.  Options may be  awarded in combination with SARs, and such an Award may provide that the Options will not be  exercisable unless the related SARs are forfeited.  Subject to the foregoing in this Section 7(e), the  





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  17    93875243_3  4824-5331-6313.v6  Committee in its sole discretion shall determine when all or any installment of an Option is to  become exercisable and when an Option is to expire.  (f) Exercise of Options.  Each Option Award Agreement shall set forth the extent to  which the Participant shall have the right to exercise the Option following termination of the  Participant’s Service with the Company and its Subsidiaries, and the right to exercise the Option  of any executors or administrators of the Participant’s estate or any person who has acquired such  Option(s) directly from the Participant by bequest or inheritance.  Such provisions shall be  determined in the sole discretion of the Committee, need not be uniform among all Options issued  pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.  (g) No Rights as a Shareholder.  A Participant shall have no rights as a shareholder  with respect to any Shares covered by an Option until the date of the issuance of a share certificate  for such Shares.  No adjustments shall be made, except as provided in Section 12.  (h) Modification, Extension and Renewal of Options.  Within the limitations of the  Plan, the Committee may modify, extend, or renew outstanding options or may accept the  cancellation of outstanding options (to the extent not previously exercised), whether or not granted  hereunder, in return for the grant of new Options for the same or a different number of Shares and  at the same or a different Exercise Price, or in return for the grant of a different Award for the same  or a different number of Shares or for cash.  The foregoing notwithstanding, no modification of an  Option shall, without the consent of the Participant, materially impair the Participant’s rights or  obligations under such Option; provided, however, that an amendment or modification that may  cause an ISO to become a NSO, and any amendment or modification that is required to comply  with the rules applicable to ISOs, shall not be treated as materially impairing the rights or  obligations of the Participant.   (i) Restrictions on Transfer of Shares.  Any Shares issued upon exercise of an Option  shall be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal,  and other transfer restrictions as the Committee may determine.  Such restrictions shall be set forth  in the applicable Option Award Agreement and shall apply in addition to any general restrictions  that may apply to all holders of Shares.  (j) Buyout Provisions.  The Committee may at any time (i) offer to buy out for a  payment in cash or cash equivalents an Option previously granted or (ii) authorize a Participant to  elect to cash out an Option previously granted, in either case at such time and based upon such  terms and conditions as the Committee shall establish.  SECTION 8. PAYMENT FOR SHARES.  (a) General Rule.  The entire Exercise Price or Purchase Price of Shares issued under  the Plan shall be payable in lawful money of the United States of America at the time when such  Shares are purchased, except as provided in Section 8(b) through Section 8(h) below.  





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  18    93875243_3  4824-5331-6313.v6  (b) Surrender of Stock.  To the extent that an Option Award Agreement so provides,  payment may be made all or in part by surrendering, or attesting to the ownership of, Shares which  have already been owned by the Participant or the Participant’s representative.  Such Shares shall  be valued at their Fair Market Value on the date when the new Shares are purchased under the  Plan.  The Participant shall not surrender, or attest to the ownership of, Shares in payment of the  Exercise Price if such action would cause the Company to recognize compensation expense (or  additional compensation expense) with respect to the Option for financial reporting purposes.  (c) Services Rendered.  At the discretion of the Committee, Shares may be awarded  under the Plan in consideration of services rendered to the Company or a Subsidiary.  If Shares are  awarded without the payment of a Purchase Price in cash, the Committee shall make a  determination (at the time of the Award) of the value of the services rendered by the Participant  and the sufficiency of the consideration to meet the requirements of Section 6(b).  (d) Cashless Exercise.  To the extent that an Option Award Agreement so provides, if  the Stock is traded on an established securities market, payment may be made all or in part by  delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker  to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the  aggregate Exercise Price.  (e) Exercise/Pledge.  To the extent that an Option Award Agreement so provides,  payment may be made all or in part by delivery (on a form prescribed by the Committee) of an  irrevocable direction to a securities broker or lender to pledge Shares, as security for a loan, and  to deliver all or part of the loan proceeds to the Company in payment of the aggregate Exercise  Price.  (f) Net Exercise.  To the extent that an Option Award Agreement so provides, by a  “net exercise” arrangement pursuant to which the number of Shares issuable upon exercise of the  Option shall be reduced by the largest whole number of Shares having an aggregate Fair Market  Value that does not exceed the aggregate Exercise Price (plus tax withholdings, if applicable) and  any remaining balance of the aggregate Exercise Price (and/or applicable tax withholdings) not  satisfied by such reduction in the number of whole Shares to be issued shall be paid by the  Participant in cash or any other form of payment permitted under the Option Award Agreement.  (g) Promissory Note.  To the extent that an Option Award Agreement or Restricted  Share Award Agreement so provides, payment may be made all or in part by delivering (on a form  prescribed by the Company) a full-recourse promissory note.  (h) Other Forms of Payment.  To the extent that an Option Award Agreement or  Restricted Share Award Agreement so provides, payment may be made in any other form that is  consistent with applicable laws, regulations, and rules.  





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  19    93875243_3  4824-5331-6313.v6  (i) Limitations under Applicable Law.  Notwithstanding anything herein or in an  Option Award Agreement or Restricted Share Award Agreement to the contrary, payment may  not be made in any form that is unlawful, as determined by the Committee in its sole discretion.  SECTION 9. STOCK APPRECIATION RIGHTS.  (a) SAR Award Agreement.  Each grant of a SAR under the Plan shall be evidenced by  a SAR Award Agreement between the Participant and the Company.  Such SAR shall be subject  to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent  with the Plan.  The provisions of the various SAR Award Agreements entered into under the Plan  need not be identical.  (b) Number of Shares.  Each SAR Award Agreement shall specify the number of  Shares to which the SAR pertains and shall provide for the adjustment of such number in  accordance with Section 12.  (c) Exercise Price.  Each SAR Award Agreement shall specify the Exercise Price.  The  Exercise Price of a SAR shall not be less than 100% of the Fair Market Value of a Share on the  date of grant.  Subject to the foregoing in this Section 9(c), the Exercise Price under any SAR shall  be determined by the Committee in its sole discretion.  (d) Exercisability and Term.  Each SAR Award Agreement shall specify the date when  all or any installment of the SAR is to become exercisable.  The SAR Award Agreement shall also  specify the term of the SAR.  A SAR Award Agreement may provide for accelerated exercisability  in the event of the Participant’s death, Disability, retirement, or other events and may provide for  expiration prior to the end of its term in the event of the termination of the Participant’s Service.   SARs may be awarded in combination with Options, and such an Award may provide that the  SARs will not be exercisable unless the related Options are forfeited.  A SAR may be included in  an ISO only at the time of grant but may be included in an NSO at the time of grant or thereafter.   A SAR granted under the Plan may provide that it will be exercisable only in the event of a Change  in Control.  (e) Exercise of SARs.  Upon exercise of a SAR, the Participant (or any person having  the right to exercise the SAR after the Participant’s death) shall receive from the Company (i)  Shares, (ii) cash or (iii) a combination of Shares and cash, as the Committee shall determine.  The  amount of cash and/or the Fair Market Value of Shares received upon exercise of SARs shall, in  the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender)  of the Shares subject to the SARs exceeds the Exercise Price.  (f) Modification, Extension or Assumption of SARs.  Within the limitations of the Plan,  the Committee may modify, extend, or assume outstanding SARs or may accept the cancellation  of outstanding SARs (whether granted by the Company or by another issuer) in return for the grant  of new SARs for the same or a different number of Shares and at the same or a different Exercise  Price, or in return for the grant of a different Award for the same or a different number of Shares  





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  20    93875243_3  4824-5331-6313.v6  or cash.  The foregoing notwithstanding, no modification of a SAR shall, without the consent of  the holder, materially impair the holder’s rights or obligations under such SAR.  (g) Buyout Provisions.  The Committee may at any time (i) offer to buy out for a  payment in cash or cash equivalents a SAR previously granted, or (ii) authorize a Participant to  elect to cash out a SAR previously granted, in either case at such time and based upon such terms  and conditions as the Committee shall establish.  SECTION 10. RESTRICTED STOCK UNITS.  (a) Restricted Stock Unit Award Agreement.  Each grant of Restricted Stock Units  under the Plan shall be evidenced by a Restricted Stock Unit Award Agreement between the  Participant and the Company.  Such Restricted Stock Units shall be subject to all applicable terms  of the Plan and may be subject to any other terms that are not inconsistent with the Plan.  The  provisions of the various Restricted Stock Unit Award Agreements entered into under the Plan  need not be identical.  (b) Payment for Awards.  To the extent that an Award is granted in the form of  Restricted Stock Units, no cash consideration shall be required of the Award recipients.  (c) Vesting Conditions.  Each Award of Restricted Stock Units may or may not be  subject to vesting.  Vesting shall occur, in full or in installments, upon satisfaction of the conditions  specified in the Restricted Stock Unit Award Agreement.  A Restricted Stock Unit Award  Agreement may provide for accelerated vesting in the event of the Participant’s death, Disability,  retirement, or other events.    (d) Voting and Dividend Rights.  The holders of Restricted Stock Units shall have no  voting rights.  Prior to settlement or forfeiture, any Restricted Stock Unit awarded under the Plan  may, at the Committee’s discretion, carry with it a right to dividend equivalents.  Such right, if  awarded, entitles the holder to be credited with an amount equal to all cash dividends paid on one  Share while the Restricted Stock Unit is outstanding.  Settlement of dividend equivalents may be  made in the form of cash, in the form of Shares, or in a combination of both.  Dividend equivalents  may also be converted into additional Restricted Stock Units at the Committee’s discretion.   Dividend equivalents shall not be distributed prior to settlement of the Restricted Stock Unit to  which the dividend equivalents pertain.  Prior to distribution, any dividend equivalents shall be  subject to the same conditions and restrictions (including without limitation, any forfeiture  conditions) as the Restricted Stock Units to which they attach.  The value of dividend equivalents  payable or distributable with respect to any unvested Restricted Stock Units that do not vest shall  be forfeited. Any entitlement to dividend equivalents or similar entitlements will be established  and administered either consistent with an exemption from, or in compliance with, the applicable  requirements of Section 409A.  (e) Form and Time of Settlement of Restricted Stock Units.  Settlement of vested  Restricted Stock Units may be made in the form of (i) cash, (ii) Shares or (iii) any combination of  





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  21    93875243_3  4824-5331-6313.v6  both, as determined by the Committee.  The actual number of Restricted Stock Units eligible for  settlement may be larger or smaller than the number included in the original Award, based on  predetermined performance factors.  Methods of converting Restricted Stock Units into cash may  include (without limitation) a method based on the average Fair Market Value of Shares over a  series of trading days.  A Restricted Stock Unit Award Agreement may provide that vested  Restricted Stock Units may be settled in a lump sum or in installments.  A Restricted Stock Unit  Award Agreement may provide that the distribution may occur or commence when all vesting  conditions applicable to the Restricted Stock Units have been satisfied or have lapsed, or it may  be deferred to any later date, subject to compliance with Section 409A.  The amount of a deferred  distribution may be increased by an interest factor or by dividend equivalents.  Until an Award of  Restricted Stock Units is settled, the number of such Restricted Stock Units shall be subject to  adjustment pursuant to Section 12.  (f) Death of Participant.  Any Restricted Stock Unit Award that becomes payable after  the Participant’s death shall be distributed to the Participant’s beneficiary or beneficiaries.  Each  recipient of a Restricted Stock Unit Award under the Plan shall designate one or more beneficiaries  for this purpose by filing the prescribed form with the Company.  A beneficiary designation may  be changed by filing the prescribed form with the Company at any time before the Participant’s  death.  If no beneficiary was designated or if no designated beneficiary survives the Participant,  then any Restricted Stock Units Award that becomes payable after the Participant’s death shall be  distributed to the Participant’s estate.  SECTION 11. CASH-BASED AWARDS AND STOCK-BASED AWARDS  The Committee may, in its sole discretion, grant Cash-Based Awards and Stock-Based  Awards to any Participant in such number or amount and upon such terms, and subject to such  conditions, as the Committee shall determine at the time of grant and specify in an applicable  Award Agreement.  The Committee shall determine the maximum duration of the Cash-Based  Award or Stock-Based Award, the amount of cash which may be payable pursuant to the Cash- Based Award, the conditions upon which the Cash-Based Award or Stock-Based Award shall  become vested or payable, and such other provisions as the Committee shall determine.  Each  Cash-Based Award shall specify a cash-denominated payment amount, formula, or payment  ranges as determined by the Committee.  Payment, if any, with respect to a Cash-Based Award or  Stock-Based Award shall be made in accordance with the terms of the Award and may be made in  cash or in Shares, as the Committee determines.  SECTION 12. ADJUSTMENT OF SHARES.  (a) Adjustments.   (i)  Recapitalization transactions. In the event of a subdivision of the outstanding  Stock, a declaration of a dividend payable in Shares, a declaration of a dividend payable in  a form other than Shares in an amount that has a material effect on the price of Shares, a  combination or consolidation of the outstanding Stock (by reclassification or otherwise)  





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  22    93875243_3  4824-5331-6313.v6  into a lesser number of Shares, a recapitalization, a spin-off or a similar occurrence, the  Committee shall make appropriate and equitable adjustments in:  (A) The class(es) and number of securities available for future Awards  and the limitations set forth under Section 5;  (B) The class(es) and number of securities covered by each  outstanding Award; and  (C) The Exercise Price under each outstanding Option and SAR.  (ii) Other adjustments.  In the event of other transactions, the Committee may  make such changes as provided in subsection (a) herein, as it determines are necessary or  appropriate to avoid distortion in the operation of the Plan.  (iii) The Committee’s determinations hereunder will be final, binding and  conclusive.    (b) Dissolution or Liquidation.  To the extent not previously exercised or settled,  Options, SARs, and Restricted Stock Units shall terminate immediately prior to the dissolution or  liquidation of the Company.  (c) Merger or Reorganization.  In the event that the Company is a party to a merger or  other reorganization, outstanding Awards shall be subject to the agreement of merger or  reorganization.  Such agreement may provide, without limitation, for one or more of the following:  (i) The continuation of the outstanding Awards by the Company, if the  Company is a surviving corporation;  (ii) The assumption of the outstanding Awards by the surviving corporation or  its parent or subsidiary;  (iii) The substitution by the surviving corporation or its parent or subsidiary of  its own awards for the outstanding Awards;  (iv) Immediate vesting, exercisability, or settlement of outstanding Awards  followed by the cancellation of such Awards upon or immediately prior to  the effectiveness of such transaction;   (v) Cancellation of the Award, to the extent not vested or not exercised prior to  the effective time of the merger or reorganization, in exchange for such cash  or equity consideration (including no consideration) as the Committee, in  its sole discretion, may consider appropriate; or  





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  23    93875243_3  4824-5331-6313.v6  (vi) Settlement of the intrinsic value of the outstanding Awards (whether or not  then vested or exercisable) in cash or cash equivalents or equity (including  cash or equity subject to deferred vesting and delivery consistent with the  vesting restrictions applicable to such Awards or the underlying Shares)  followed by the cancellation of such Awards (and, for the avoidance of  doubt, if as of the date of the occurrence of the transaction the Committee  determines in good faith that no amount would have been attained upon the  exercise of such Award or realization of the Participant’s rights, then such  Award may be terminated by the Company without payment), provided that  any such amount may be delayed to the same extent that payment of  consideration to the holders of Stock in connection with the merger or  reorganization is delayed as a result of escrows, earnouts, holdbacks or other  contingencies;   in each case without the Participant’s consent.  Any acceleration of payment of an amount that is  subject to Section 409A will be delayed, if necessary, until the earliest time that such payment  would be permissible under Section 409A without triggering any additional taxes applicable under  Section 409A.  Any actions hereunder will comply with, or be exempt from, Section 409A to the  extent determined by the Committee to be reasonably practicable.  The Company will have no obligation to treat all Awards, all Awards held by a Participant, or all  Awards of the same type, similarly.    (d) Change in Control.  In addition to (and not in limitation of) the actions that may be  taken under Section 12(c), in the event of a Change in Control in which the surviving corporation  or acquiring corporation (or the surviving or acquiring corporation’s parent company) does not  continue or assume or settle (subject to vesting) outstanding Awards, or substitute similar stock  awards for outstanding Awards, then with respect to any such Awards that have not been  continued, assumed, settled or substituted, the Committee may determine, at the time of granting  an Award or thereafter, that the vesting (and exercisability, if applicable) of any such Awards (or  portion thereof) will be accelerated in full (and with respect to any Awards subject to performance- based vesting, that vesting shall be deemed satisfied at the target level, or based on actual  performance measured in accordance with the applicable performance goals as of the date of the  Change in Control, or the greater thereof) to a date prior to the effective time of the Change in  Control (contingent upon the closing or completion of the Change in Control) as the Committee  will determine (or, if the Committee does not determine such a date, to the date that is five days  prior to the effective time of the Change in Control), and any reacquisition or repurchase rights  held by the Company with respect to such vested Awards will lapse (contingent upon the closing  or completion of the Change in Control).  In addition, the Committee may determine, at the time  of granting an Award or thereafter, that such Award shall become exercisable or vested as to all or  part of the Shares subject to such Award in the event that a Change in Control occurs with respect  to the Company.  The Committee will have no obligation to treat all Awards, all Awards held by  a Participant, or all Awards of the same type, similarly.  Upon consummation of a Change in  





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  24    93875243_3  4824-5331-6313.v6  Control, all Awards that are not assumed, substituted or continued will terminate without payment  therefor, except as otherwise determined by the Committee in accordance with this Section 12.  (e) Reservation of Rights.  Except as provided in this Section 12, a Participant shall  have no rights by reason of any subdivision or consolidation of Shares of stock of any class, the  payment of any dividend or any other increase or decrease in the number of Shares of stock of any  class.  Any issue by the Company of Shares of stock of any class, or securities convertible into  Shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made  with respect to, the number or Exercise Price of Shares subject to an Award.  The grant of an  Award pursuant to the Plan shall not affect in any way the right or power of the Company to make  adjustments, reclassifications, reorganizations, or changes of its capital or business structure, to  merge or consolidate or to dissolve, liquidate, sell, or transfer all or any part of its business or  assets.  In the event of any change affecting the Shares or the Exercise Price of Shares subject to  an Award, including a merger or other reorganization, for reasons of administrative convenience,  the Company in its sole discretion may refuse to permit the exercise of any Award during a period  of up to 30 days prior to the occurrence of such event.  SECTION 13. DEFERRAL OF AWARDS.  (a) Committee Powers.  Subject to compliance with Section 409A, the Committee (in  its sole discretion) may permit or require a Participant to:  (i) Have cash that otherwise would be paid to such Participant as a result of the  exercise of a SAR or the settlement of Restricted Stock Units credited to a  deferred compensation account established for such Participant by the  Committee as an entry on the Company’s books;  (ii) Have Shares that otherwise would be delivered to such Participant as a  result of the exercise of an Option or SAR converted into an equal number  of Restricted Stock Units; or  (iii) Have Shares that otherwise would be delivered to such Participant as a  result of the exercise of an Option or SAR or the settlement of Restricted  Stock Units converted into amounts credited to a deferred compensation  account established for such Participant by the Committee as an entry on  the Company’s books.    Such amounts shall be determined by reference to the Fair Market Value of such Shares as of the  date when they otherwise would have been delivered to such Participant.  (b) General Rules.  A deferred compensation account established under this Section 13  may be credited with interest or other forms of investment return, as determined by the Committee.   A Participant for whom such an account is established shall have no rights other than those of a  general creditor of the Company.  Such an account shall represent an unfunded and unsecured  obligation of the Company and shall be subject to the terms and conditions of the applicable  





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  25    93875243_3  4824-5331-6313.v6  agreement between such Participant and the Company.  If the deferral or conversion of Awards is  permitted or required, the Committee (in its sole discretion) may establish rules, procedures, and  forms pertaining to such Awards, including (without limitation) the settlement of deferred  compensation accounts established under this Section 13.  SECTION 14. AWARDS UNDER SUB-PLANS.  The Committee may at any time and from time to time (including before or after an Award  is granted) establish, adopt, or revise any rules and regulations as it may deem necessary or  advisable to administer the Plan for Participants based outside of the U.S.  and/or subject to the  laws of countries other than the U.S., including by establishing one or more sub-plans, supplements  or appendices under the Plan or any Award Agreement for the purpose of complying or facilitating  compliance with non-U.S.  laws or taking advantage of tax favorable treatment or for any other  legal or administrative reason determined by the Committee.  Any such sub-plan, supplement or  appendix may contain, in each case, (i) such limitations on the Committee’s discretion under the  Plan and (ii) such additional or different terms and conditions, as the Committee deems necessary  or desirable and will be deemed to be part of the Plan but will apply only to Participants within the  group to which the sub-plan, supplement or appendix applies (as determined by the Committee);  provided, however, that no sub-plan, supplement or appendix, rule or regulation established  pursuant to this provision shall increase the number of Shares available under Section 5.  SECTION 15. PAYMENT OF DIRECTOR’S FEES IN SECURITIES.  (a) Effective Date.  No provision of this Error! Reference source not found. shall  be effective unless and until the Board has determined to implement such provision.  (b) Elections to Receive NSOs, SARs, Restricted Shares, or Restricted Stock Units.  An  Outside Director may elect to receive annual retainer payments and/or meeting fees from the  Company in the form of cash, NSOs, SARs, Restricted Shares, Restricted Stock Units, or a  combination thereof, as determined by the Board.  Alternatively, the Board may mandate payment  in any of such alternative forms.  Such NSOs, SARs, Restricted Shares, and Restricted Stock Units  shall be issued under the Plan.  An election under this Error! Reference source not found. shall  be filed with the Company on the prescribed form.  (c) Number and Terms of NSOs, SARs, Restricted Shares or Restricted Stock Units.   The number of NSOs, SARs, Restricted Shares, or Restricted Stock Units to be granted to Outside  Directors in lieu of annual retainers and meeting fees that would otherwise be paid in cash shall be  calculated in a manner determined by the Board.  The terms of such NSOs, SARs, Restricted  Shares, or Restricted Stock Units shall also be determined by the Board.  SECTION 16. LEGAL AND REGULATORY REQUIREMENTS.  Shares shall not be issued under the Plan unless the issuance and delivery of such Shares  complies with (or is exempt from) all applicable requirements of law, including (without  limitation) the United States Securities Act, state securities laws and regulations and the  





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  26    93875243_3  4824-5331-6313.v6  regulations of any stock exchange on which the Company’s securities may then be listed, and the  Company has obtained the approval or favorable ruling from any governmental agency which the  Company determines is necessary or advisable.  The Company shall not be liable to a Participant  or other persons as to: (a) the non-issuance or sale of Shares as to which the Company has not  obtained from any regulatory body having jurisdiction the authority deemed by the Company’s  counsel to be necessary to the lawful issuance and sale of any Shares under the Plan; and (b) any  tax consequences expected, but not realized, by any Participant or other person due to the receipt,  exercise or settlement of any Award granted under the Plan.  SECTION 17. TAXES.  (a) Withholding Taxes.  To the extent required by applicable federal, state, local, or  foreign law, a Participant or the Participant’s successor shall make arrangements satisfactory to  the Company for the satisfaction of any withholding tax obligations that arise in connection with  the Plan.  The Company shall not be required to issue any Shares or make any cash payment under  the Plan until such obligations are satisfied.  (b) Share Withholding.  The Committee may permit a Participant to satisfy all or part  of the Participant’s withholding or income tax obligations by having the Company withhold all or  a portion of any Shares that otherwise would be issued to the Participant or by surrendering all or  a portion of any Shares that the Participant previously acquired.  Such Shares shall be valued at  their Fair Market Value on the date when taxes otherwise would be withheld in cash.  In no event  may a Participant have Shares withheld that would otherwise be issued to the Participant in excess  of the number necessary to satisfy the maximum legally required tax withholding.  (c) Section 409A.      (i) Without limiting the generality of Section 24(b) hereof, each Award will  contain such terms as the Committee determines and will be construed and  administered such that the Award either qualifies for an exemption from  the requirements of Section 409A or satisfies such requirements.  (ii) Each Award that provides for “nonqualified deferred compensation”  within the meaning of Section 409A shall be subject to such additional  rules and requirements as specified by the Committee from time to time in  order to comply with Section 409A.  If any amount under such an Award  is payable upon a “separation from service” (within the meaning of  Section 409A) to a Participant who is then considered a “specified  employee” (within the meaning of Section 409A), then no such payment  shall be made prior to the date that is the earlier of (i) six months and one  day after the Participant’s separation from service, or (ii) the Participant’s  death, but only to the extent such delay is necessary to prevent such  





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  27    93875243_3  4824-5331-6313.v6  payment from being subject to interest, penalties, and/or additional tax  imposed pursuant to Section 409A.  In addition, the settlement of any such  Award may not be accelerated except to the extent permitted by Section  409A. With regard to any payment considered to be nonqualified deferred  compensation under Section 409A, to the extent applicable, that is payable  upon a Change in Control of the Company or other similar event, to the  extent required to avoid the imposition of an additional tax, interest or  penalty under Section 409A, no amount will be payable unless such  change in control constitutes a “change in control event” within the  meaning of Section 1.409A-3(i)(5) of the Treasury Regulations.  (iii) Notwithstanding anything to the contrary in the Plan or any Award  Agreement, the Committee may unilaterally amend, modify or terminate  the Plan or any outstanding Award, including but not limited to changing  the form of the Award, if the Committee determines that such amendment,  modification or termination is necessary or desirable to avoid the  imposition of an additional tax, interest or penalty under Section 409A.  (iv) For purposes of Section 409A, each payment made under the Plan or any  Award will be treated as a separate payment.    SECTION 18. TRANSFERABILITY.  Unless the agreement evidencing an Award (or an amendment thereto authorized by the  Committee) expressly provides otherwise, no Award granted under the Plan, nor any interest in  such Award, may be sold, assigned, conveyed, gifted, pledged, hypothecated, or otherwise  transferred in any manner (prior to the vesting and lapse of any and all restrictions applicable to  Shares issued under such Award), other than by will or the laws of descent and distribution;  provided, however, that an ISO may be transferred or assigned only to the extent consistent with  Section 422 of the Code.  Any purported assignment, transfer, or encumbrance in violation of this  Section 17(c)(i) shall be void and unenforceable against the Company.  SECTION 19. PERFORMANCE BASED AWARDS.  The number of Shares or other benefits granted, issued, retained, and/or vested under an  Award may be made subject to the attainment of performance goals.  The Committee may utilize  any performance criteria selected by it in its sole discretion to establish performance goals.  SECTION 20. RECOUPMENT OF AWARDS.  The Company will recoup incentive-based compensation from executive officers to the  extent required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and any  rules, regulations and listing standards that may be issued under that act.  Any right of recoupment  under this provision will be in addition to, and not in lieu of, any other rights of recoupment that  may be available to the Company.  No recovery of compensation under any clawback policy or  





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  28    93875243_3  4824-5331-6313.v6  this Section 20 will be an event giving rise to a right to resign for “good reason” or “constructive  termination” (or similar term) under any agreement with the Company or any of its Subsidiaries  or Affiliates.   SECTION 21. NO EMPLOYMENT RIGHTS.  No provision of the Plan, nor any Award granted under the Plan, shall be construed to give  any person any right to become, to be treated as, or to remain an Employee or Consultant.  The  Company and its Subsidiaries reserve the right to terminate any person’s Service at any time and  for any reason, with or without notice.  SECTION 22. DURATION AND AMENDMENTS.  (a) Term of the Plan.  The Plan, as set forth herein, shall come into existence on the  date of its adoption by the Board; provided, however, that no Award may be granted hereunder  prior to the Effective Date.  The Board or the Committee may suspend or terminate the Plan at any  time.  No ISOs may be granted after the tenth (10th) anniversary of the earlier of (i) the date the  Plan is adopted by the Board, or (ii) the date the Plan is approved by the shareholders of the  Company.  (b) Right to Amend the Plan.  The Board or the Committee may amend the Plan at any  time and from time to time.  Rights and obligations under any Award granted before amendment  of the Plan shall not be materially impaired by such amendment, except with consent of the  Participant.  An amendment of the Plan shall be subject to the approval of the Company’s  shareholders only to the extent required by applicable laws, regulations or rules.  (c) Effect of Termination.  No Awards shall be granted under the Plan after the  termination thereof.  The termination of the Plan shall not affect Awards previously granted under  the Plan.  SECTION 23. AWARDS TO NON-U.S. PARTICIPANTS.  Awards may be granted to Participants who are non-United States nationals or employed  or providing services outside the United States, or both, on such terms and conditions different  from those applicable to Awards to Participants who are employed or providing services in the  United States as may, in the judgment of the Committee, be necessary or desirable to recognize  differences in local law, tax policy, or custom.  The Committee also may impose conditions on the  exercise, vesting, or settlement of Awards in order to minimize the Company’s obligation with  respect to tax equalization for Participants on assignments outside their home country.  SECTION 24. MISCELLANEOUS  (a) Waiver of Jury Trial.  By accepting or being deemed to have accepted an Award  under the Plan, each Participant waives (or will be deemed to have waived), to the maximum  extent permitted under applicable law, any right to a trial by jury in any action, proceeding or  





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  29    93875243_3  4824-5331-6313.v6  counterclaim concerning any rights under the Plan or any Award, or under any amendment,  waiver, consent, instrument, document or other agreement delivered or which in the future may  be delivered in connection therewith, and agrees (or will be deemed to have agreed) that any  such action, proceedings or counterclaim will be tried before a court and not before a jury.  By  accepting or being deemed to have accepted an Award under the Plan, each Participant certifies  that no officer, representative, or attorney of the Company has represented, expressly or  otherwise, that the Company would not, in the event of any action, proceeding or counterclaim,  seek to enforce the foregoing waivers.  Notwithstanding anything to the contrary in the Plan,  nothing herein is to be construed as limiting the ability of the Company and a Participant to agree  to submit any dispute arising under the terms of the Plan or any Award to binding arbitration or  as limiting the ability of the Company to require any individual to agree to submit such disputes  to binding arbitration as a condition of receiving an Award hereunder.  (b) Limitation of Liability.  Notwithstanding anything to the contrary in the Plan or  any Award, neither the Company, nor any of its Subsidiaries, nor the Committee, nor any person  acting on behalf of the Company, any of its Subsidiaries, or the Committee, will be liable to any  Participant, to any permitted transferee, to the estate or beneficiary of any Participant or any  permitted transferee, or to any other person by reason of any acceleration of income, any  additional tax, or any penalty, interest or other liability asserted by reason of the failure of an  Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999  of the Code, or otherwise asserted with respect to any Award.  (c) Unfunded Plan.  The Company’s obligations under the Plan are unfunded, and no  Participant will have any right to specific assets of the Company in respect of any Award.   Participants will be general unsecured creditors of the Company with respect to any amounts due  or payable under the Plan.  SECTION 25. GOVERNING LAW.  The Plan and each Award Agreement shall be governed by the laws of the state of  California, without application of the conflicts of law principles thereof.  SECTION 26. SUCCESSORS AND ASSIGNS.  The terms of the Plan shall be binding upon and inure to the benefit of the Company and  any successor entity, including any successor entity contemplated by Section 12(c).  SECTION 27. EXECUTION.  To record the adoption of the Plan by the Board, the Company has caused its authorized  officer to execute the same.     





 






  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  30    93875243_3  4824-5331-6313.v6  ROCKLEY PHOTONICS HOLDINGS  LIMITED    By:  /s/ Andrew Rickman      Name : Andrew Rickman  Title: Chief Executive Officer 





 






    ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  NOTICE OF STOCK OPTION GRANT  You have been granted the following Option (this “Option” or this “Award”) to  purchase shares of Common Stock (“Stock”) of Rockley Photonics Holdings Limited (the  “Company”) under the Rockley Photonics Holdings Limited 2021 Stock Incentive Plan (as may  be amended from time to time, the “Plan”):  Name of Optionee: [Name of Optionee]  Grant Date: [Date of Grant]  Total Number of Shares Subject to  Option:  [Total Shares]  Type of Option: ☐  ISO  ☐  NSO  Exercise Price Per Share: $[Exercise Price]  Vesting Commencement Date: [Vesting Commencement Date]  Vesting Schedule: [This Option becomes exercisable when you complete [___]  months of continuous Service as an Employee, Outside Director  or a Consultant from the Vesting Commencement Date.  Actual  vesting schedule to be inserted.]  Expiration Date: [Expiration Date] This Option expires earlier if your Service  terminates earlier, as described in the Stock Option Agreement.  By your written signature below (or your electronic acceptance) and the signature of  the Company’s representative below, you and the Company agree that this Option is  granted under and governed by the term and conditions of the Plan and the Stock Option  Agreement, including any additional terms for Participants outside the United States  (“U.S.”) set forth in the Addendum, (this “Agreement”), all of which are attached to and  made a part of this document.    By your written signature below (or your electronic acceptance), you further agree  that the Company may deliver by e-mail all documents relating to the Plan or this Award  (including without limitation, prospectuses required by the Securities and Exchange  Commission) and all other documents that the Company is required to deliver to its  security holders (including without limitation, annual reports and proxy statements).  You  also agree that the Company may deliver these documents by posting them on a website  maintained by the Company or by a third party under contract with the Company.  If the  Company posts these documents on a website, the Company will notify you by e-mail.   Should you electronically accept this Agreement, you agree to the following:  “This  





 






    electronic contract contains my electronic signature, which I have executed with the intent  to sign this Agreement.”  OPTIONEE          Optionee’s Signature          Optionee’s Printed Name  ROCKLEY PHOTONICS HOLDINGS  LIMITED  By:        Name:        Title:        





 






    ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  STOCK OPTION AGREEMENT  The Plan and Other  Agreements  The Option that you are receiving is granted pursuant and subject in  all respects to the applicable provisions of the Plan, which is  incorporated herein by reference.  Capitalized terms not defined in  this Agreement will have the meanings ascribed to them in the Plan.    The attached Notice, this Agreement, including any additional terms  for Participants outside the United States (“U.S.”) set forth in the  Addendum, and the Plan constitute the entire understanding between  you and the Company regarding this Award.  Any prior agreements,  commitments or negotiations concerning this Option are superseded.   This Agreement may be amended by the Committee without your  consent; however, if any such amendment would materially impair  your rights or obligations under this Agreement, this Agreement may  be amended only by another written agreement, signed by you and  the Company.  Tax Treatment This Option is intended to be an ISO under Section 422 of the Code  or an NSO, as provided in the Notice of Stock Option Grant.  Even if  this Option is designated as an ISO, it will be deemed to be an NSO  to the extent required by the $100,000 annual limitation under  Section 422(d) of the Code.  Vesting This Option becomes exercisable in installments, as shown in the  Notice of Stock Option Grant.  This Option will in no event become  exercisable for additional Shares after your Service as an Employee,  Outside Director or a Consultant has terminated for any reason.  Term This Option expires in any event at the close of business at Company  headquarters on the day before the tenth (10th) anniversary of the  Grant Date, as shown on the Notice of Stock Option Grant (fifth  (5th) anniversary for a more than ten percent (10%) shareholder as  provided under the Plan if this is an incentive stock option).  This  Option may expire earlier if your Service terminates, as described  below.  Regular Termination      If your Service terminates for any reason except due to your death or  Disability, then this Option will expire at the close of business at  Company headquarters on the date three (3) months after the date  your Service terminates (or, if earlier, the Expiration Date).  The  Company determines when your Service terminates for this purpose  and all purposes under the Plan and its determinations are conclusive  and binding on all persons.  





 






    Death If your Service terminates because of your death, then this Option  will expire at the close of business at Company headquarters on the  date twelve (12) months after the date your Service terminates (or, if  earlier, the Expiration Date).  During that period of up to twelve (12)  months, your estate or heirs may exercise this Option.    Disability If your Service terminates because of your Disability, then this  Option will expire at the close of business at Company headquarters  on the date twelve (12) months after the date your Service terminates  (or, if earlier, the Expiration Date).    Leaves of Absence For purposes of this Option, your Service does not terminate when  you go on a military leave, a sick leave or another bona fide leave of  absence, if the leave of absence was approved by the Company in  writing and if continued crediting of Service is required by the terms  of the leave or by applicable law.  But your Service terminates when  the approved leave ends, unless you immediately return to active  work.    If you go on a leave of absence, then the vesting schedule specified  in the Notice of Stock Option Grant may be adjusted in accordance  with the Company’s leave of absence policy or the terms of your  leave.  If you commence working on a part-time basis, then the  vesting schedule specified in the Notice of Stock Option Grant may  be adjusted in accordance with the Company’s part-time work policy  or the terms of an agreement between you and the Company  pertaining to your part-time schedule.    Restrictions on  Exercise  The Company will not permit you to exercise this Option if the  issuance of Shares at that time would violate any law or regulation.   The inability of the Company to obtain approval from any regulatory  body having authority deemed by the Company to be necessary to  the lawful issuance and sale of the Stock pursuant to this Option will  relieve the Company of any liability with respect to the non-issuance  or sale of the Stock as to which such approval will not have been  obtained.    Notice of Exercise When you wish to exercise this Option you must provide a written or  electronic notice of exercise form (substantially in the form attached  to this Agreement as Exhibit A) in accordance with such procedures  as are established by the Company and communicated to you from  time to time.  Any notice of exercise must specify how many Shares  you wish to purchase and how your Shares should be registered.   The notice of exercise will be effective when it is received by the  Company.  If someone else wants to exercise this Option after your  





 






    death, that person must prove to the Company’s satisfaction that he  or she is entitled to do so.    Form of Payment When you submit your notice of exercise, you must include payment  of the Option exercise price for the Shares you are purchasing.   Payment may be made in the following form(s):    • Your personal check, a cashier’s check, a money order or a  wire transfer.    • Certificates for Shares that you own, along with any forms  needed to effect a transfer of those Shares to the Company.   The value of the Shares, determined as of the effective date of  the Option exercise, will be applied to the Option exercise  price.  Instead of surrendering Shares, you may attest to the  ownership of those Shares on a form provided by the  Company and have the same number of Shares subtracted  from the Shares issued to you upon exercise of this Option.   However, you may not surrender or attest to the ownership of  Shares in payment of the exercise price if your action would  cause the Company to recognize a compensation expense (or  additional compensation expense) with respect to this Option  for financial reporting purposes.    • By delivery on a form approved by the Company of an  irrevocable direction to a securities broker approved by the  Company to sell all or part of the Shares that are issued to you  when you exercise this Option and to deliver to the Company  from the sale proceeds an amount sufficient to pay the Option  exercise price and any withholding taxes.  The balance of the  sale proceeds, if any, will be delivered to you.  The directions  must be given by providing a notice of exercise form approved  by the Company.    • By delivery on a form approved by the Company of an  irrevocable direction to a securities broker or lender approved  by the Company to pledge Shares that are issued to you when  you exercise this Option as security for a loan and to deliver  to the Company from the loan proceeds an amount sufficient  to pay the Option exercise price and any withholding taxes.   The directions must be given by providing a notice of exercise  form approved by the Company.    • If permitted by the Committee, by a “net exercise”  arrangement pursuant to which the number of Shares issuable  upon exercise of the Option will be reduced by the largest  whole number of Shares having an aggregate Fair Market  





 






    Value that does not exceed the aggregate exercise price (plus  tax withholdings, if applicable) and any remaining balance of  the aggregate exercise price (and/or applicable tax  withholdings) not satisfied by such reduction in the number of  whole Shares to be issued will be paid by you in cash other  form of payment permitted under this Option.  The directions  must be given by providing a notice of exercise form approved  by the Company.    • Any other form permitted by the Committee in its sole  discretion.    Notwithstanding the foregoing, payment may not be made in any  form that is unlawful, as determined by the Committee in its sole  discretion.    Withholding Taxes  and Stock  Withholding   Regardless of any action the Company and/or the Subsidiary or  Affiliate employing you (“Employer”) takes with respect to any or  all income tax, social insurance, payroll tax, payment on account or  other tax-related withholding (“Tax-Related Items”), you  acknowledge that the ultimate liability for all Tax-Related Items  legally due by you is and remains your responsibility and that the  Company and/or your Employer (1) make no representations or  undertakings regarding the treatment of any Tax-Related Items in  connection with any aspect of this Option grant, including the grant,  vesting or exercise of this Option, the subsequent sale of Shares  acquired pursuant to such exercise and the receipt of any dividends;  and (2) do not commit to structure the terms of the grant or any  aspect of this Option to reduce or eliminate your liability for Tax- Related Items.    Prior to exercise of this Option, you will pay or make adequate  arrangements satisfactory to the Company and/or your Employer to  satisfy all withholding and payment on account obligations of the  Company and/or your Employer.  In this regard, you authorize the  Company and/or your Employer to withhold all applicable Tax- Related Items legally payable by you from your wages or other cash  compensation paid to you by the Company and/or your Employer.   With the Company’s consent, these arrangements may also include,  if permissible under local law, (a) withholding Shares that otherwise  would be issued to you when you exercise this Option, provided that  the Company only withholds the amount of Shares necessary to  satisfy the maximum legally required tax withholding, (b) having the  Company withhold taxes from the proceeds of the sale of the Shares,  either through a voluntary sale or through a mandatory sale arranged  by the Company (on your behalf pursuant to this authorization), or  (c) any other arrangement approved by the Committee.  The Fair  





 






    Market Value of the Shares, determined as of the effective date of  the Option exercise, will be applied as a credit against the  withholding taxes.  Finally, you will pay to the Company or your  Employer any amount of Tax-Related Items that the Company or  your Employer may be required to withhold as a result of your  participation in the Plan or your purchase of Shares that cannot be  satisfied by the means previously described.  The Company may  refuse to honor the exercise and refuse to deliver the Shares if you  fail to comply with your obligations in connection with the Tax- Related Items as described in this section.    Restrictions on Resale You agree not to sell any Shares at a time when applicable laws,  Company policies or an agreement between the Company and its  underwriters prohibit a sale.  This restriction will apply as long as  your Service continues and for such period of time after the  termination of your Service as the Company may specify.    Transfer of Option In general, only you can exercise this Option prior to your death.   You may not sell, transfer, assign, pledge or otherwise dispose of  this Option, other than as designated by you, by will or by the laws  of descent and distribution, except as provided below.  For instance,  you may not use this Option as security for a loan.  If you attempt to  do any of these things, this Option will immediately become invalid.   You may in any event dispose of this Option in your will.   Regardless of any marital property settlement agreement, the  Company is not obligated to honor a notice of exercise from your  former spouse, nor is the Company obligated to recognize your  former spouse’s interest in this Option in any other way.    However, if this Option is designated as an NSO in the Notice of  Stock Option Grant, then the Committee may, in its sole discretion,  allow you to transfer this Option as a gift to one or more family  members.  For purposes of this Agreement, “family member”  means a child, stepchild, grandchild, parent, stepparent, grandparent,  spouse, former spouse, sibling, niece, nephew, mother-in-law,  father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister- in-law (including adoptive relationships), any individual sharing  your household (other than a tenant or employee), a trust in which  one or more of these individuals have more than fifty percent (50%)  of the beneficial interest, a foundation in which you or one or more  of these persons control the management of assets, and any entity in  which you or one or more of these persons own more than fifty  percent (50%) of the voting interest.    In addition, if this Option is designated as an NSO in the Notice of  Stock Option Grant, then the Committee may, in its sole discretion,  allow you to transfer this Option to your spouse or former spouse  





 






    pursuant to a domestic relations order in settlement of marital  property rights.    The Committee will allow you to transfer this Option only if both  you and the transferee(s) execute the forms prescribed by the  Committee, which include the consent of the transferee(s) to be  bound by this Agreement.    Retention Rights Neither this Option nor this Agreement gives you the right to be  employed or retained by the Company or any Subsidiary or Affiliate  of the Company in any capacity.  The Company and its Subsidiaries  and Affiliates reserve the right to terminate your Service at any time,  with or without cause.    Shareholder Rights This Option carries neither voting rights nor rights to dividends.   You, or your estate or heirs, have no rights as a shareholder of the  Company unless and until you have exercised this Option by giving  the required notice to the Company and paying the exercise price.   No adjustments will be made for dividends or other rights if the  applicable record date occurs before you exercise this Option, except  as described in the Plan.    Adjustments The number of Shares covered by this Option and the exercise price  per Share will be subject to adjustment in the event of a stock split, a  stock dividend or a similar change in Company Shares, and in other  circumstances, as set forth in the Plan.  The forfeiture provisions and  restrictions described above will apply to all new, substitute or  additional stock options or securities to which you are entitled by  reason of this Award.    Successors and  Assigns  Except as otherwise provided in the Plan or this Agreement, every  term of this Agreement will be binding upon and inure to the benefit  of the parties hereto and their respective heirs, legatees, legal  representatives, successors, transferees and assigns.    Notice Any notice required or permitted under this Agreement will be given  in writing and will be deemed effectively given upon the earliest of  personal delivery,  electronic delivery to the email address assigned  to you by the Company or provided by you to the Company, receipt  or the third (3rd) full day following mailing with postage and fees  prepaid, addressed to the other party hereto at the address last known  in the Company’s records or at such other address as such party may  designate by ten (10) days’ advance written notice to the other party  hereto.  Section 409A of the  Code  To the extent this Agreement is subject to, and not exempt from,  Section 409A of the Code, this Agreement is intended to comply  





 






    with Section 409A, and its provisions will be interpreted in a manner  consistent with such intent.  You acknowledge and agree that  changes may be made to this Agreement to avoid adverse tax  consequences to you under Section 409A.    Applicable Law and  Choice of Venue  This Agreement will be interpreted and enforced under the laws of  the State of California without application of the conflicts of law  principles thereof.      Any controversy arising out of or relating to this Agreement or the  Plan, their enforcement or interpretation, or because of an alleged  breach, default, or misrepresentation in connection with any of their  provisions, or any other controversy arising out of or related to the  Award, including, but not limited to, any state or federal statutory  claims, shall be submitted to arbitration in Los Angeles County,  California, before a sole arbitrator selected from Judicial Arbitration  and Mediation Services, Inc., Los Angeles, California, or its  successor (“JAMS”), or if JAMS is no longer able to supply the  arbitrator, such arbitrator shall be selected from the American  Arbitration Association, and shall be conducted in accordance with  the provisions of California Code of Civil Procedure §§ 1280 et seq.  as the exclusive forum for the resolution of such dispute; provided,  however, that provisional injunctive relief may, but need not, be  sought by either party to this Agreement in a court of law while  arbitration proceedings are pending, and any provisional injunctive  relief granted by such court shall remain effective until the matter is  finally determined by the arbitrator.  Final resolution of any dispute  through arbitration may include any remedy or relief which the  arbitrator deems just and equitable, including any and all remedies  provided by applicable state or federal statutes.  At the conclusion of  the arbitration, the arbitrator shall issue a written decision that sets  forth the essential findings and conclusions upon which the  arbitrator’s award or decision is based.  Any award or relief granted  by the arbitrator hereunder shall be final and binding on the parties  hereto, and may be enforced by any court of competent jurisdiction.   The parties acknowledge and agree that they are hereby waiving any  rights to trial by jury in any action, proceeding or counterclaim  brought by either of the parties against the other in connection with  any matter whatsoever arising out of or in any way connected with  any of the matters referenced in the first sentence above.  The parties  agree that the Company shall be responsible for payment of the  forum costs of any arbitration hereunder, including the arbitrator’s  fee.  The parties further agree that in any proceeding with respect to  such matters, each party shall bear its own attorney’s fees and costs  (other than forum costs associated with the arbitration) incurred by it  or you or them in connection with the resolution of the dispute.    





 






    Addendum Notwithstanding any provisions in this Agreement, the Award shall  be subject to additional terms and conditions for Participants outside  the U.S. set forth in the Addendum to this Agreement, including any  additional terms and conditions for your country. Moreover, if you  relocate to another country, the special terms and conditions for such  country will apply to you, to the extent the Company determines that  the application of such terms and conditions is necessary or  advisable for legal or administrative reasons. The Addendum  constitutes part of this Agreement.   Miscellaneous You understand and acknowledge that (1) the Plan is entirely  discretionary, (2) the Company and your Employer have reserved  the right to amend, suspend or terminate the Plan at any time, (3) the  grant of this Option does not in any way create any contractual or  other right to receive additional grants of options (or benefits in lieu  of options) at any time or in any amount, and no inference shall be  drawn from the grant of this Option with respect to the quality of  your service to, or standing with, the Company and (4) all  determinations with respect to any additional grants, including  (without limitation) the times when options will be granted, the  number of Shares subject to awards, the exercise price and the  vesting schedule, will be at the sole discretion of the Company.    You also understand and acknowledge that the vesting of your  Award pursuant to the vesting schedule hereof is earned only by  your continued service, or the satisfaction of any other conditions set  forth herein, in each case at the will of the Company (not through the  act of being hired or being granted this award). As such, this  Agreement, the transaction contemplated hereunder and the vesting  schedule set forth herein do not constitute an express or implied  promise of continued engagement as a service provider for the  vesting period, for any period, or at all, and shall not interfere in any  way with your right or the Company’s right to terminate your  continued Service at any time, with or without cause.  The value of this Option will be an extraordinary item of  compensation outside the scope of your employment contract, if any,  and will not be considered a part of your normal or expected  compensation for purposes of calculating severance, resignation,  redundancy or end-of-service payments, bonuses, long-service  awards, pension or retirement benefits or similar payments.    You understand and acknowledge that participation in the Plan  ceases upon termination of your Service for any reason, except as  may explicitly be provided otherwise in the Plan or this Agreement.  





 






    You hereby authorize and direct your Employer to disclose to the  Company or any Subsidiary or Affiliate any information regarding  your employment, the nature and amount of your compensation and  the fact and conditions of your participation in the Plan, as your  Employer deems necessary or appropriate to facilitate the  administration of the Plan.    You consent to the collection, use and transfer of personal data as  described in this subsection.  You understand and acknowledge that  the Company, your Employer and the Company’s other Subsidiaries  and Affiliates hold certain personal information regarding you for  the purpose of managing and administering the Plan, including  (without limitation) your name, home address, telephone number,  date of birth, social insurance or other government identification  number, salary, nationality, job title, any Shares or directorships held  in the Company and details of all options or any other entitlements  to Shares awarded, canceled, exercised, vested, unvested or  outstanding in your favor (the “Data”).  You further understand and  acknowledge that the Company, its Subsidiaries and/or its Affiliates  will transfer Data among themselves as necessary for the purpose of  implementation, administration and management of your  participation in the Plan and that the Company and/or any Subsidiary  may each further transfer Data to any third party assisting the  Company in the implementation, administration and management of  the Plan.  You understand and acknowledge that the recipients of  Data may be located in the United States or elsewhere, and that the  laws of a recipient’s country of operation (e.g., the United States)  may not have equivalent privacy  protections as local laws where  you reside or work.  You authorize such recipients to receive,  possess, use, retain and transfer Data, in electronic or other form, for  the purpose of administering your participation in the Plan, including  a transfer to any broker or other third party with whom you elect to  deposit Shares acquired under the Plan of such Data as may be  required for the administration of the Plan and/or the subsequent  holding of Shares on your behalf.  You may, at any time, view the  Data, require any necessary modifications of Data, make inquiries  about the treatment of Data or withdraw the consents set forth in this  subsection by contacting the Human Resources Department of the  Company in writing.    BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL  OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.      





 






    ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  NOTICE OF EXERCISE OF STOCK OPTION  OPTIONEE INFORMATION:  Name:   Social Security  Number:    Employee Number:   Address:            OPTION INFORMATION:  Grant Date:   Exercise Price per Share: $  Total Number of Shares of Rockley Photonics  Holdings Limited (the “Company”) Covered  by Option:    Type of Stock Option: ☐  Nonstatutory (NSO)   ☐  Incentive (ISO)  Number of Shares of the Company for which  Option is Being Exercised Now:         (“Purchased Shares”)  Total Exercise Price for the Purchased Shares: $  Form of Payment: ☐  Cash or  Check for $    payable to “Rockley Photonics Holdings  Limited”  ☐  Cashless exercise  ☐  Net exercise  Name(s) in which the Purchased Shares should  be Registered:    The Certificate for the Purchased Shares (if  any) should be sent to the Following Address:        ACKNOWLEDGMENTS:  





 






    1. I understand that all sales of Purchased Shares are subject to compliance with the Company’s  policy on securities trades.  2. I hereby acknowledge that I received and read a copy of the prospectus describing the Rockley  Photonics Holdings Limited 2021 Stock Incentive Plan and the tax consequences of an  exercise.  3. In the case of an NSO, I understand that I must recognize ordinary income equal to the spread  between the fair market value of the Purchased Shares on the date of exercise and the exercise  price.  I further understand that I am required to pay withholding taxes at the time of exercising  an NSO.  4. In the case of an ISO, I agree to notify the Company if I dispose of the Purchased Shares before  I have met both of the tax holding periods applicable to ISOs (that is, if I dispose of the  Purchased Shares prior to the date that is two (2) years after the Grant Date and one (1) year  after the date the option was exercised).  SIGNATURE AND DATE:           , 20    





 






8364088 v1      94703886_3  4824-5331-6313.v6    ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  NOTICE OF RESTRICTED STOCK UNIT AWARD  You have been granted the following Restricted Stock Units (the “Restricted Stock Units”,  “RSUs” or this “Award”) representing ordinary shares of Rockley Photonics Holdings Limited (the  “Company”) under the Rockley Photonics Holdings Limited 2021 Stock Incentive Plan (as may be  amended from time to time, the “Plan”):    Name of Recipient: [Name of Recipient]  Grant Date: [Date of Grant]  Total Number of Shares Subject to  Restricted Stock Units:  [Total Shares]  Vesting Commencement Date: [Vesting Commencement Date]  Vesting Schedule: [The RSUs vest when you complete [______] of continuous  Service as an Employee, Outside Director or a Consultant from  the Vesting Commencement Date.  Actual vesting schedule to be  inserted.]  By your written signature below (or your electronic acceptance) and the signature of the  Company’s representative below, you and the Company agree that the RSUs are granted under  and governed by the term and conditions of the Plan and the Restricted Stock Unit Agreement,  including any additional terms for Participants outside the United States (“U.S.”) set forth in the  Addendum, (this “Agreement”), all of which are attached to and made a part of this document.    By your written signature below (or your electronic acceptance), you further agree that the  Company may deliver by e-mail all documents relating to the Plan or this Award (including  without limitation, prospectuses required by the Securities and Exchange Commission) and all  other documents that the Company is required to deliver to its security holders (including without  limitation, annual reports and proxy statements).  You also agree that the Company may deliver  these documents by posting them on a website maintained by the Company or by a third party  under contract with the Company.  If the Company posts these documents on a website, the  Company will notify you by e-mail.  Should you electronically accept this Agreement, you agree to  the following: “This electronic contract contains my electronic signature, which I have executed  with the intent to sign this Agreement.”    RECIPIENT ROCKLEY PHOTONICS HOLDINGS  LIMITED          Recipient’s Signature          Recipient’s Printed Name  By:        Name:        Title:             





 






    ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  RESTRICTED STOCK UNIT AGREEMENT  The Plan and Other  Agreements  The RSUs that you are receiving are granted pursuant and subject in all  respects to the applicable provisions of the Plan, which is incorporated herein  by reference.  Capitalized terms not defined in this Agreement will have the  meanings ascribed to them in the Plan.    The attached Notice, this Agreement and the Plan constitute the entire  understanding between you and the Company regarding this Award.  Any  prior agreements, commitments or negotiations concerning this Award are  superseded.  This Agreement may be amended by the Committee without  your consent; however, if any such amendment would materially impair your  rights or obligations under this Agreement, this Agreement may be amended  only by another written agreement, signed by you and the Company.    Payment for RSUs No cash payment is required for the RSUs you receive.  You are receiving the  RSUs in consideration for Services rendered by you.    Vesting The RSUs that you are receiving will vest in installments, as shown in the  Notice of RSU Award.  No additional RSUs vest after your Service as an  Employee, Outside Director or a Consultant has terminated for any reason.    Forfeiture  If your Service terminates for any reason, then this Award expires  immediately as to the number of RSUs that have not vested before the  termination date and do not vest as a result of termination. Your Service will  not be extended by any notice period. This means that the unvested RSUs will  immediately be cancelled. You receive no payment for RSUs that are  forfeited. The Company determines when your Service terminates for this  purpose and all purposes under the Plan and its determinations are conclusive  and binding on all persons.  Leaves of Absence For purposes of this Award, your Service does not terminate when you go on  a military leave, a sick leave or another bona fide leave of absence, if the  leave of absence was approved by the Company in writing and if continued  crediting of Service is required by the terms of the leave or by applicable law.   But your Service terminates when the approved leave ends, unless you  immediately return to active work.     If you go on a leave of absence, then the vesting schedule specified in the  Notice of Restricted Stock Unit Award may be adjusted in accordance with  the Company’s leave of absence policy or the terms of your leave.  If you  commence working on a part-time basis, then the vesting schedule specified  in the Notice of Restricted Stock Unit Award may be adjusted in accordance  with the Company’s part-time work policy or the terms of an agreement  between you and the Company pertaining to your part-time schedule.    Nature of RSUs Your RSUs are mere bookkeeping entries.  They represent only the  Company’s unfunded and unsecured promise to issue Shares on a future date.   





 






    As a holder of RSUs, you have no rights other than the rights of a general  unsecured creditor of the Company.    No Voting Rights or  Dividends  Your RSUs carry neither voting rights nor rights to dividends.  You, or your  estate or heirs, have no rights as a stockholder of the Company unless and  until your RSUs are settled by issuing Shares.  No adjustments will be made  for dividends or other rights if the applicable record date occurs before your  Shares are issued, except as described in the Plan.  RSUs  Nontransferable  You may not sell, transfer, assign, pledge or otherwise dispose of any RSUs.   For instance, you may not use your RSUs as security for a loan.  If you  attempt to do any of these things, your RSUs will immediately become  invalid.    Settlement of RSUs Each of your vested RSUs will be settled when it vests; provided, however,  that if the Committee requires you to pay withholding taxes through a sale of  Shares, settlement of each RSU may be deferred to the first permissible  trading day for the Shares, if later than the applicable vesting date.  Under no circumstances may your RSUs be settled later than two and one- half (2-1/2) months following the calendar year in which the applicable  vesting date occurs.    For purposes of this Agreement, “permissible trading day” means a day that  satisfies all of the following requirements:  (1) the exchange on which the  Shares are traded is open for trading on that day; (2) you are permitted to sell  Shares on that day without incurring liability under Section 16(b) of the  Exchange Act; (3) either (a) you are not in possession of material non-public  information that would make it illegal for you to sell Shares on that day under  Rule 10b-5 under the Exchange Act or (b) Rule 10b5-1 under the Exchange  Act would apply to the sale; (4) you are permitted to sell Shares on that day  under such written insider trading policy as may have been adopted by the  Company; and (5) you are not prohibited from selling Shares on that day by a  written agreement between you and the Company or a third party.    At the time of settlement, you will receive one Share for each vested RSU;  provided, however, that no fractional Shares will be issued or delivered  pursuant to the Plan or this Agreement, and the Committee will determine  whether cash will be paid in lieu of any fractional Share or whether such  fractional Share and any rights thereto will be canceled, terminated or  otherwise eliminated.  In addition, the Shares are issued to you subject to the  condition that the issuance of the Shares does not violate any law or  regulation.    Withholding Taxes  and Stock  Withholding   Regardless of any action the Company and/or the Subsidiary or Affiliate  employing you (“Employer”) takes with respect to any or all income tax,  social insurance, payroll tax, payment on account or other tax-related  withholding (“Tax-Related Items”), you acknowledge that the ultimate  liability for all Tax-Related Items legally due by you is and remains your  responsibility and that the Company and/or your Employer (1) make no  representations or undertakings regarding the treatment of any Tax-Related  





 






    Items in connection with any aspect of this Award, including the award,  vesting or settlement of the RSUs, the subsequent sale of Shares acquired  pursuant to settlement and the receipt of any dividends; and (2) do not  commit to structure the terms of the award or any aspect of the RSUs to  reduce or eliminate your liability for Tax- Related Items. Further, if you are  subject to Tax-Related Items in more than one jurisdiction, you acknowledge  that the Company and your Employer (or former Employer, as applicable)  may be required to withhold or account for Tax-Related Items in more than  one jurisdiction.  Prior to the settlement of the RSUs, you shall pay or make adequate  arrangements satisfactory to the Company and/or the Employer to satisfy all  withholding and payment on account obligations of the Company and/or your  Employer.  In this regard, you authorize the Company and/or your Employer  to withhold all applicable Tax-Related Items legally payable by you from  your wages or other cash compensation paid to you by the Company and/or  your Employer.    Unless an alternative arrangement satisfactory to the Committee has been  provided prior to the vesting date, the default method for paying withholding  taxes is withholding Shares that otherwise would be issued to you when the  RSUs are settled, provided that the Company only withholds Shares having a  Fair Market Value equal to the amount necessary to satisfy the maximum  legally required tax withholding.    The Committee may also require the withholding of taxes from the proceeds  of the sale of the Shares, either through a voluntary sale or through a  mandatory sale arranged by the Company (on your behalf pursuant to this  authorization), or any other arrangement approved by the Committee.    The Fair Market Value of the Shares, determined as of the effective date  when taxes otherwise would have been withheld in cash, will be applied as a  credit against the withholding taxes. The Company or your Employer may  withhold or account for Tax-Related Items by considering statutory  withholding amounts or other withholding rates applicable in your  jurisdiction(s), including maximum applicable rates, in which case you may  receive a refund of any over-withheld amount in cash and will have no  entitlement to Share equivalent. Finally, you will pay to the Company or your  Employer any amount of Tax-Related Items that the Company or your  Employer may be required to withhold as a result of your participation in the  Plan or your acquisition of Shares that cannot be satisfied by the means  previously described. The Company may refuse to deliver the Shares if you  fail to comply with your obligations in connection with the Tax-Related Items  as described in this section, and your rights to the Shares will be forfeited if  you do not comply with such obligations on or before the date that is two and  one-half (2-1/2) months following the calendar year in which the applicable  vesting date for the RSUs occurs.  Restrictions on  Resale  You agree not to sell any Shares at a time when applicable laws, Company  policies or an agreement between the Company and its underwriters prohibit a  sale.  This restriction will apply as long as your Service continues and for  





 






    such period of time after the termination of your Service as the Company may  specify.    No Retention Rights Neither this Award nor this Agreement gives you the right to be employed or  retained by the Company or any Subsidiary or Affiliate of the Company in  any capacity.  The Company and its Subsidiaries and Affiliates reserve the  right to terminate your Service at any time, with or without cause.  Adjustments The number of RSUs covered by this Award will be subject to adjustment in  the event of a stock split, a stock dividend or a similar change in Shares, and  in other circumstances, as set forth in the Plan.  The forfeiture provisions and  restrictions described above will apply to all new, substitute or additional  restricted stock units or securities to which you are entitled by reason of this  Award.    Successors and  Assigns  Except as otherwise provided in the Plan or this Agreement, every term of  this Agreement will be binding upon and inure to the benefit of the parties  hereto and their respective heirs, legatees, legal representatives, successors,  transferees and assigns.    Notice Any notice required or permitted under this Agreement will be given in  writing and will be deemed effectively given upon the earliest of personal  delivery,  electronic delivery to the email address assigned to you by the  Company or provided by you to the Company, receipt or the third (3rd) full  day following mailing with postage and fees prepaid, addressed to the other  party hereto at the address last known in the Company’s records or at such  other address as such party may designate by ten (10) days’ advance written  notice to the other party hereto.    Section 409A of the  Code  To the extent this Agreement is subject to, and not exempt from, Section  409A of the Code, this Agreement is intended to comply with Section 409A,  and its provisions will be interpreted in a manner consistent with such intent.   You acknowledge and agree that changes may be made to this Agreement to  avoid adverse tax consequences to you under Section 409A.    Applicable Law and  Choice of Venue  This Agreement will be interpreted and enforced under the laws of the State  of California without application of the conflicts of law principles thereof.      Any controversy arising out of or relating to this Agreement or the Plan, their  enforcement or interpretation, or because of an alleged breach, default, or  misrepresentation in connection with any of their provisions, or any other  controversy arising out of or related to the Award, including, but not limited  to, any state or federal statutory claims, shall be submitted to arbitration in  Los Angeles County, California, before a sole arbitrator selected from  Judicial Arbitration and Mediation Services, Inc., Los Angeles, California, or  its successor (“JAMS”), or if JAMS is no longer able to supply the arbitrator,  such arbitrator shall be selected from the American Arbitration Association,  and shall be conducted in accordance with the provisions of California Code  of Civil Procedure §§ 1280 et seq. as the exclusive forum for the resolution of  such dispute; provided, however, that provisional injunctive relief may, but  need not, be sought by either party to this Agreement in a court of law while  





 






    arbitration proceedings are pending, and any provisional injunctive relief  granted by such court shall remain effective until the matter is finally  determined by the arbitrator.  Final resolution of any dispute through  arbitration may include any remedy or relief which the arbitrator deems just  and equitable, including any and all remedies provided by applicable state or  federal statutes.  At the conclusion of the arbitration, the arbitrator shall issue  a written decision that sets forth the essential findings and conclusions upon  which the arbitrator’s award or decision is based.  Any award or relief granted  by the arbitrator hereunder shall be final and binding on the parties hereto,  and may be enforced by any court of competent jurisdiction.  The parties  acknowledge and agree that they are hereby waiving any rights to trial by jury  in any action, proceeding or counterclaim brought by either of the parties  against the other in connection with any matter whatsoever arising out of or in  any way connected with any of the matters referenced in the first sentence  above.  The parties agree that the Company shall be responsible for payment  of the forum costs of any arbitration hereunder, including the arbitrator’s fee.   The parties further agree that in any proceeding with respect to such matters,  each party shall bear its own attorney’s fees and costs (other than forum costs  associated with the arbitration) incurred by it or you or them in connection  with the resolution of the dispute.    Miscellaneous You understand and acknowledge that (1) the Plan is entirely discretionary,  (2) the Company and your Employer have reserved the right to amend,  suspend or terminate the Plan at any time, (3) the grant of this Award does not  in any way create any contractual or other right to receive additional grants of  awards (or benefits in lieu of awards) at any time or in any amount and no  inference shall be drawn from the grant of this Award with respect to the  quality of your service to, or standing with, the Company and (4) all  determinations with respect to any additional grants, including (without  limitation) the times when awards will be granted, the number of RSUs  subject to awards and the vesting schedule, will be at the sole discretion of the  Company.    You also understand and acknowledge that the vesting of your Award  pursuant to the vesting schedule hereof is earned only by your continued  service, or the satisfaction of any other conditions set forth herein, in each  case at the will of the Company (not through the act of being hired or being  granted this award). As such, this Agreement, the transaction contemplated  hereunder and the vesting schedule set forth herein do not constitute an  express or implied promise of continued engagement as a service provider for  the vesting period, for any period, or at all, and shall not interfere in any way  with your right or the Company’s right to terminate your continued Service at  any time, with or without cause.  The value of this Award will be an extraordinary item of compensation  outside the scope of your employment contract, if any, and will not be  considered a part of your normal or expected compensation for purposes of  calculating severance, resignation, redundancy or end-of-service payments,  bonuses, long-service awards, pension or retirement benefits or similar  payments.    





 






    You understand and acknowledge that participation in the Plan ceases upon  termination of your Service for any reason, except as may explicitly be  provided otherwise in the Plan or this Agreement.    You hereby authorize and direct your Employer to disclose to the Company  or any Subsidiary or Affiliate any information regarding your employment,  the nature and amount of your compensation and the fact and conditions of  your participation in the Plan, as your Employer deems necessary or  appropriate to facilitate the administration of the Plan.    You consent to the collection, use and transfer of personal data as described  in this subsection.  You understand and acknowledge that the Company, your  Employer and the Company’s other Subsidiaries and Affiliates hold certain  personal information regarding you for the purpose of managing and  administering the Plan, including (without limitation) your name, home  address, telephone number, date of birth, social insurance or other  government identification number, salary, nationality, job title, any Shares or  directorships held in the Company and details of all awards or any other  entitlements to RSUs or Shares awarded, canceled, exercised, vested,  unvested or outstanding in your favor (the “Data”).  You further understand  and acknowledge that the Company, its Subsidiaries and/or its Affiliates will  transfer Data among themselves as necessary for the purpose of  implementation, administration and management of your participation in the  Plan and that the Company and/or any Subsidiary may each further transfer  Data to any third party assisting the Company in the implementation,  administration and management of the Plan.  You understand and  acknowledge that the recipients of Data may be located in the United States  or elsewhere, and that the laws of a recipient’s country of operation (e.g., the  United States) may not have equivalent privacy protections as local laws  where you reside or work.  You authorize such recipients to receive, possess,  use, retain and transfer Data, in electronic or other form, for the purpose of  administering your participation in the Plan, including a transfer to any broker  or other third party with whom you elect to deposit Shares acquired under the  Plan of such Data as may be required for the administration of the Plan and/or  the subsequent holding of Shares on your behalf.  You may, at any time, view  the Data, require any necessary modifications of Data, make inquiries about  the treatment of Data or withdraw the consents set forth in this subsection by  contacting the Human Resources Department of the Company in writing.    BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE  TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.    





 






    ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  NOTICE OF RESTRICTED STOCK AWARD  You have been granted the following restricted shares of Common Stock (the  “Restricted Shares” or this “Award”) of Rockley Photonics Holdings Limited (the  “Company”) under the Rockley Photonics Holdings Limited 2021 Stock Incentive Plan (as may  be amended from time to time, the “Plan”):  Name of Recipient: [Name of Recipient]  Grant Date: [Date of Grant]  Total Number of Shares Granted: [Total Shares]  Vesting Commencement Date: [Vesting Commencement Date]  Vesting Schedule: [The Restricted Shares vest when you complete [___]  months of continuous Service as an Employee, Outside  Director or a Consultant from the Vesting  Commencement Date.  Actual vesting schedule to be  inserted.]   By your written signature below (or your electronic acceptance) and the signature of  the Company’s representative below, you and the Company agree that the Restricted  Shares are granted under and governed by the term and conditions of the Plan and the  Restricted Stock Agreement (this “Agreement”), both of which are attached to and made a  part of this document.    By your written signature below (or your electronic acceptance), you further agree  that the Company may deliver by e-mail all documents relating to the Plan or this Award  (including without limitation, prospectuses required by the Securities and Exchange  Commission) and all other documents that the Company is required to deliver to its  security holders (including without limitation, annual reports and proxy statements).  You  also agree that the Company may deliver these documents by posting them on a website  maintained by the Company or by a third party under contract with the Company.  If the  Company posts these documents on a website, the Company will notify you by e-mail.   Should you electronically accept this Agreement, you agree to the following:  “This  electronic contract contains my electronic signature, which I have executed with the intent  to sign this Agreement.”    RECIPIENT ROCKLEY PHOTONICS HOLDINGS  LIMITED          Recipient’s Signature  By:        Name:        Title:        





 






            Recipient’s Printed Name  ROCKLEY PHOTONICS HOLDINGS LIMITED  2021 STOCK INCENTIVE PLAN  RESTRICTED STOCK AGREEMENT  The Plan and Other  Agreements  The Restricted Shares that you are receiving are granted pursuant  and subject in all respects to the applicable provisions of the Plan,  which is incorporated herein by reference.  Capitalized terms not  defined in this Agreement will have the meanings ascribed to them  in the Plan.    The attached Notice, this Agreement and the Plan constitute the  entire understanding between you and the Company regarding this  Award.  Any prior agreements, commitments or negotiations  concerning this Award are superseded.  This Agreement may be  amended by the Committee without your consent; however, if any  such amendment would materially impair your rights or obligations  under this Agreement, this Agreement may be amended only by  another written agreement, signed by you and the Company.    Payment For Shares No cash payment is required for the Shares you receive.  You are  receiving the Shares in consideration for Services rendered by you.    Vesting The Shares that you are receiving will vest in installments, as  shown in the Notice of Restricted Stock Award.  No additional  Shares vest after your Service as an Employee, Outside Director or  a Consultant has terminated for any reason.    Shares Restricted Unvested Shares will be considered “Restricted Shares.”  Except  to the extent permitted by the Committee, you may not sell,  transfer, assign, pledge or otherwise dispose of Restricted Shares.    Forfeiture If your Service terminates for any reason, then your Shares will be  forfeited to the extent that they have not vested before the  termination date and do not vest as a result of termination.  This  means that the Restricted Shares will immediately revert to the  Company.  You receive no payment for Restricted Shares that are  forfeited.  The Company determines when your Service terminates  for this purpose and all purposes under the Plan and its  determinations are conclusive and binding on all persons.    Leaves of Absence For purposes of this Award, your Service does not terminate when  you go on a military leave, a sick leave or another bona fide leave  of absence, if the leave of absence was approved by the Company  in writing and if continued crediting of Service is required by the  terms of the leave or by applicable law.  But your Service  





 






    terminates when the approved leave ends, unless you immediately  return to active work.    If you go on a leave of absence, then the vesting schedule specified  in the Notice of Restricted Stock Award may be adjusted in  accordance with the Company’s leave of absence policy or the  terms of your leave.  If you commence working on a part-time  basis, then the vesting schedule specified in the Notice of Restricted  Stock Award may be adjusted in accordance with the Company’s  part-time work policy or the terms of an agreement between you  and the Company pertaining to your part-time schedule.    Stock Certificates or  Book Entry Form  The Restricted Shares will be evidenced by either stock certificates  or book entries on the Company’s stock transfer records pending  expiration of the restrictions thereon.  If you are issued certificates  for the Restricted Shares, the certificates will have stamped on them  a special legend referring to the forfeiture restrictions.  In addition  to or in lieu of imposing the legend, the Company may hold the  certificates in escrow.  As your vested percentage increases, you  may request (at reasonable intervals) that the Company release to  you a non-legended certificate for your vested Shares.    Shareholder Rights During the period of time between the Grant Date and the date the  Restricted Shares become vested, you will have all the rights of a  shareholder with respect to the Restricted Shares except for the  right to transfer the Restricted Shares, as set forth above, and except  in the case of any unvested Restricted Shares, you will not be  entitled to any dividends or other distributions paid or distributed  by the Company in respect of outstanding Shares.  Accordingly,  you will have the right to vote the Restricted Shares and to receive  any cash dividends paid with respect to the vested Restricted  Shares.  Withholding Taxes  and Stock Withholding  Regardless of any action the Company and/or the Subsidiary or  Affiliate employing you (“Employer”) takes with respect to any or  all income tax, social insurance, payroll tax, payment on account or  other tax-related withholding (“Tax-Related Items”), you  acknowledge that the ultimate liability for all Tax-Related Items  legally due by you is and remains your responsibility and that the  Company and/or your Employer (1) make no representations or  undertakings regarding the treatment of any Tax-Related Items in  connection with any aspect of the Shares received under this  Award, including the award or vesting of such Shares, the  subsequent sale of Shares under this Award and the receipt of any  dividends; and (2) do not commit to structure the terms of the  award to reduce or eliminate your liability for Tax-Related Items.    





 






    No stock certificates will be released to you or no notations on any  Restricted Shares issued in book-entry form will be removed, as  applicable, unless you have paid or made adequate arrangements  satisfactory to the Company and/or your Employer to satisfy all  withholding and payment on account obligations of the Company  and/or your Employer.  In this regard, you authorize the Company  and/or your Employer to withhold all applicable Tax-Related Items  legally payable by you from your wages or other cash  compensation paid to you by the Company and/or your Employer.   With the Company’s consent, these arrangements may also include,  if permissible under local law, (a) withholding Shares that  otherwise would be delivered to you when they vest having a Fair  Market Value equal to the amount necessary to satisfy the  maximum legally required tax withholding, (b) having the  Company withhold taxes from the proceeds of the sale of the  Shares, either through a voluntary sale or through a mandatory sale  arranged by the Company (on your behalf pursuant to this  authorization), or (c) any other arrangement approved by the  Committee.  The Fair Market Value of the Shares, determined as of  the date when taxes otherwise would have been withheld in cash,  will be applied as a credit against the withholding taxes.  Finally,  you will pay to the Company or your Employer any amount of Tax- Related Items that the Company or your Employer may be required  to withhold as a result of your participation in the Plan or your  acquisition of Shares that cannot be satisfied by the means  previously described.  The Company may refuse to deliver the  Shares if you fail to comply with your obligations in connection  with the Tax-Related Items as described in this section.    Restrictions on Resale You agree not to sell any Shares at a time when applicable laws,  Company policies or an agreement between the Company and its  underwriters prohibit a sale.  This restriction will apply as long as  your Service continues and for such period of time after the  termination of your Service as the Company may specify.  No Retention Rights Neither this Award nor this Agreement gives you the right to be  employed or retained by the Company or any Subsidiary or  Affiliate of the Company in any capacity.  The Company and its  Subsidiaries and Affiliates reserve the right to terminate your  Service at any time, with or without cause.    Adjustments The number of Restricted Shares covered by this Award will be  subject to adjustment in the event of a stock split, a stock dividend  or a similar change in Shares, and in other circumstances, as set  forth in the Plan.  The forfeiture provisions and restrictions  described above will apply to all new, substitute or additional  





 






    restricted shares or securities to which you are entitled by reason of  this Award.    Successors and Assigns Except as otherwise provided in the Plan or this Agreement, every  term of this Agreement will be binding upon and inure to the  benefit of the parties hereto and their respective heirs, legatees,  legal representatives, successors, transferees and assigns.    Notice Any notice required or permitted under this Agreement will be  given in writing and will be deemed effectively given upon the  earliest of personal delivery,  electronic delivery to the email  address assigned to you by the Company or provided by you to the  Company, receipt or the third (3rd) full day following mailing with  postage and fees prepaid, addressed to the other party hereto at the  address last known in the Company’s records or at such other  address as such party may designate by ten (10) days’ advance  written notice to the other party hereto.    Applicable Law and  Choice of Venue  This Agreement will be interpreted and enforced under the laws of  the State of California without application of the conflicts of law  principles thereof.      Any controversy arising out of or relating to this Agreement or the  Plan, their enforcement or interpretation, or because of an alleged  breach, default, or misrepresentation in connection with any of their  provisions, or any other controversy arising out of or related to the  Award, including, but not limited to, any state or federal statutory  claims, shall be submitted to arbitration in Los Angeles County,  California, before a sole arbitrator selected from Judicial  Arbitration and Mediation Services, Inc., Los Angeles, California,  or its successor (“JAMS”), or if JAMS is no longer able to supply  the arbitrator, such arbitrator shall be selected from the American  Arbitration Association, and shall be conducted in accordance with  the provisions of California Code of Civil Procedure §§ 1280 et  seq. as the exclusive forum for the resolution of such dispute;  provided, however, that provisional injunctive relief may, but need  not, be sought by either party to this Agreement in a court of law  while arbitration proceedings are pending, and any provisional  injunctive relief granted by such court shall remain effective until  the matter is finally determined by the arbitrator.  Final resolution  of any dispute through arbitration may include any remedy or relief  which the arbitrator deems just and equitable, including any and all  remedies provided by applicable state or federal statutes.  At the  conclusion of the arbitration, the arbitrator shall issue a written  decision that sets forth the essential findings and conclusions upon  which the arbitrator’s award or decision is based.  Any award or  relief granted by the arbitrator hereunder shall be final and binding  





 






    on the parties hereto, and may be enforced by any court of  competent jurisdiction.  The parties acknowledge and agree that  they are hereby waiving any rights to trial by jury in any action,  proceeding or counterclaim brought by either of the parties against  the other in connection with any matter whatsoever arising out of or  in any way connected with any of the matters referenced in the first  sentence above.  The parties agree that the Company shall be  responsible for payment of the forum costs of any arbitration  hereunder, including the arbitrator’s fee.  The parties further agree  that in any proceeding with respect to such matters, each party shall  bear its own attorney’s fees and costs (other than forum costs  associated with the arbitration) incurred by it or you or them in  connection with the resolution of the dispute.    Miscellaneous You understand and acknowledge that (1) the Plan is entirely  discretionary, (2) the Company and your Employer have reserved  the right to amend, suspend or terminate the Plan at any time, (3)  the grant of this Award does not in any way create any contractual  or other right to receive additional grants of awards (or benefits in  lieu of awards) at any time or in any amount and no inference shall  be drawn from the grant of this Award with respect to the quality of  your service to, or standing with, the Company and (4) all  determinations with respect to any additional grants, including  (without limitation) the times when awards will be granted, the  number of Shares subject to awards, the purchase price and the  vesting schedule, will be at the sole discretion of the Company.  You also understand and acknowledge that the vesting of your  Award pursuant to the vesting schedule hereof is earned only by  your continued service, or the satisfaction of any other conditions  set forth herein, in each case at the will of the Company (not  through the act of being hired or being granted this award). As  such, this Agreement, the transaction contemplated hereunder and  the vesting schedule set forth herein do not constitute an express or  implied promise of continued engagement as a service provider for  the vesting period, for any period, or at all, and shall not interfere in  any way with your right or the Company’s right to terminate your  continued Service at any time, with or without cause.  The value of this Award will be an extraordinary item of  compensation outside the scope of your employment contract, if  any, and will not be considered a part of your normal or expected  compensation for purposes of calculating severance, resignation,  redundancy or end-of-service payments, bonuses, long-service  awards, pension or retirement benefits or similar payments.  





 






    You understand and acknowledge that participation in the Plan  ceases upon termination of your Service for any reason, except as  may explicitly be provided otherwise in the Plan or this Agreement.  You hereby authorize and direct your Employer to disclose to the  Company or any Subsidiary or Affiliate any information regarding  your employment, the nature and amount of your compensation and  the fact and conditions of your participation in the Plan, as your  Employer deems necessary or appropriate to facilitate the  administration of the Plan.  You consent to the collection, use and transfer of personal data as  described in this subsection.  You understand and acknowledge that  the Company, your Employer and the Company’s other  Subsidiaries and Affiliates hold certain personal information  regarding you for the purpose of managing and administering the  Plan, including (without limitation) your name, home address,  telephone number, date of birth, social insurance or other  government identification number, salary, nationality, job title, any  Shares or directorships held in the Company and details of all  awards or any other entitlements to Shares awarded, canceled,  exercised, vested, unvested or outstanding in your favor (the  “Data”).  You further understand and acknowledge that the  Company, its Subsidiaries and/or its Affiliates will transfer Data  among themselves as necessary for the purpose of implementation,  administration and management of your participation in the Plan  and that the Company and/or any Subsidiary may each further  transfer Data to any third party assisting the Company in the  implementation, administration and management of the Plan.  You  understand and acknowledge that the recipients of Data may be  located in the United States or elsewhere, and that the laws of a  recipient’s country of operation (e.g., the United States) may not  have equivalent privacy protections as local laws where you reside  or work.  You authorize such recipients to receive, possess, use,  retain and transfer Data, in electronic or other form, for the purpose  of administering your participation in the Plan, including a transfer  to any broker or other third party with whom you elect to deposit  Shares acquired under the Plan of such Data as may be required for  the administration of the Plan and/or the subsequent holding of  Shares on your behalf.  You may, at any time, view the Data,  require any necessary modifications of Data, make inquiries about  the treatment of Data or withdraw the consents set forth in this  subsection by contacting the Human Resources Department of the  Company in writing.  BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL  OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.