Exhibit 10.11


 


VACASA, INC.

2021 NONQUALIFIED EMPLOYEE STOCK PURCHASE PLAN


 


ARTICLE 1

PURPOSE


 


The Plan’s purpose is to assist employees
of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees provide
for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries. The Plan is not intended
to qualify as an “employee stock purchase plan” under Section 423 of the Code.


 


ARTICLE 2

DEFINITIONS


 


As used in the Plan, the following words and phrases
have the meanings specified below, unless the context clearly indicates otherwise:


 


2.1 “Administrator”
means the Committee, or such individuals to which authority to administer the Plan has been delegated under Section 7.1 hereof.


 


2.2 “Agent” means
the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged, retained, appointed or authorized to act
as the agent of the Company or an Employee with regard to the Plan.


 


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


 


2.4 “Business Combination Agreement”
means that certain Business Combination Agreement entered into on or about July 28, 2021, by and among Vacasa Holdings, Pace and
certain other parties thereto.


 


2.5 “Code” means
the U.S. Internal Revenue Code of 1986, as amended, and all regulations, guidance, compliance programs and other interpretative authority
issued thereunder.


 


2.6 “Committee” means the
Compensation Committee of the Board.


 


2.7 “Common Stock” means
the Class A common stock of the Company.


 


2.8 “Company” means Vacasa, Inc.,
a Delaware corporation, or any successor.


 


2.9 “Compensation”
of an Employee means the regular cash earnings or base salary, bonuses and commissions paid to the Employee on each Payday as compensation
for services to the Company or any Designated Subsidiary, before deduction for any salary deferral contributions made by the Employee
to any tax-qualified or nonqualified deferred compensation plan, including overtime, shift differentials, vacation pay, salaried production
schedule premiums, holiday pay, jury duty pay, funeral leave pay, paid time off, military pay, prior week adjustments and weekly bonus,
but excluding education or tuition reimbursements, imputed income arising under any group insurance or benefit program, travel expenses,
business and moving reimbursements, including tax gross ups and taxable mileage allowance, income received in connection with any stock
options, restricted stock, restricted stock units or other compensatory equity awards and all contributions made by the Company or
any Designated Subsidiary for the Employee’s benefit under any employee benefit plan now or hereafter established. Such Compensation
shall be calculated before deduction of any income or employment tax withholdings, but shall be withheld from the Employee’s net
income.


 


2.10 “Designated Subsidiary”
means each Subsidiary, including any Subsidiary in existence on the Effective Date and any Subsidiary formed or acquired following the
Effective Date, that has been designated by the Administrator from time to time in its sole discretion as eligible to participate in the
Plan, in accordance with Section 7.2 hereof.


 






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2.11 “Effective
Date” means the date immediately prior to the date of the closing of the transactions contemplated by the Business
Combination Agreement, provided that the Board of Directors of Pace has approved the Plan prior to such Effective Date,
subject to approval of the Plan by the Company's shareholders.


 


2.12 “Eligible Employee”
means an Employee (i) who is customarily scheduled to work at least 20 hours per week,  (ii) whose customary employment is
more than six consecutive months in a calendar year, and (iii) who, after granting of the Option, would not be deemed for purposes of Section 423(b)(3) of the Code to possess 5% or more
of the total combined voting power or value of all classes of stock of the Company or any Subsidiary). Notwithstanding the foregoing, the Administrator may limit eligibility further
within the Company or a Designated Subsidiary so as to only designate some Employees of the Company or a Designated Subsidiary as Eligible
Employees, and, to the extent the restrictions in the first sentence in this definition are not consistent with applicable local laws,
the applicable local laws shall control.


 


2.13 “Employee”
means any person who renders services to the Company or a Designated Subsidiary in the status of an employee, and shall not include any
director of the Company or a Designated Subsidiary who does not render services to the Company or a Designated Subsidiary in the status
of an employee. The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to whether
the employee status of any person has begun or been terminated, including all matters and questions related to whether a particular leave
of absence constitutes a termination of a person’s employee status.


 


2.14 “Enrollment Date” means
the first date of each Offering Period.


 


2.15 “Exercise Date”
means the last day of each Purchase Period, except as provided in Section 5.2 hereof.


 


2.16 “Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


2.17 “Fair Market Value”
means, as of any date, the value of a share of Common Stock determined as follows: (i) if the Common Stock is listed on any established
stock exchange, the value of a share of Common Stock will be the closing sales price for a share of Common Stock as quoted on such exchange
for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The
Wall Street Journal or another source the Administrator deems reliable; (ii) if the Common Stock is not listed on an established
stock exchange but is quoted on a national market or other quotation system, the value of a share of Common Stock will be the closing
sales price for a share of Common Stock on such date, or if no sales occurred on such date, then on the last date preceding such date
during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) if
the Common Stock is not listed on any established stock exchange or quoted on a national market or other quotation system, the value established
by the Administrator in its sole discretion.


 


2.18 “Grant Date” means the
first day of an Offering Period.


 


2.19 “New Exercise Date”
has the meaning set forth in Section 5.2(b) hereof.


 


2.20 “Offering”
means an offer under the Plan of an Option that may be exercised during an Offering Period as further described in Section 4 hereof.
Unless otherwise specified by the Administrator, each Offering to the Eligible Employees of the Company or a Designated Subsidiary shall
be deemed a separate Offering, even if the dates and other terms of the applicable Purchase Periods of each such Offering are identical
and the provisions of the Plan will separately apply to each Offering. The terms of each separate Offering need not be identical.


 


2.21 “Offering Period”
means each 24 month period commencing on such dates as determined by the Administrator, in its discretion, and with respect to which Options
shall be granted to Participants. The duration and timing of Offering Periods may be established or changed by the Administrator at any
time, in its sole discretion.


 


2.22 “Option” means
the right to purchase shares of Common Stock pursuant to the Plan during each Offering Period.


 


2.23 “Option Price”
means the purchase price of a share of Common Stock hereunder as provided in Section 4.2 hereof.


 


2.24 “Pace” means
TPG Pace Solutions Corp., an exempted company incorporated in the Cayman Islands.


 






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2.25 “Parent” means
a corporation, partnership, or any other entity, whether U.S. or non-U.S., in an unbroken chain of entities ending with the Company if
each of the entities other than the Company beneficially owns, at the time of the determination, securities or interests representing
at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.


 


2.26 “Participant” means
any Eligible Employee who elects to participate in the Plan.


 


2.27 “Payday” means
the regular and recurring established day for payment of Compensation to an Employee of the Company or any Designated Subsidiary.


 


2.28 “Plan” means
this 2021 Nonqualified Employee Stock Purchase Plan, including any other sub-plans or appendices hereto, as amended from time to time.


 


2.29 “Plan Account”
means a bookkeeping account established and maintained by the Company in the name of each Participant.


 


2.30 “Purchase Period”
means each consecutive six-month period commencing on such dates as determined by the Administrator, in its discretion, within each Offering
Period. The first Purchase Period of each Offering Period shall commence on the Grant Date and end with the next Exercise Date. The duration
and timing of Purchase Periods may be established or changed by the Administrator at any time, in its sole discretion. Notwithstanding
the foregoing, in no event may a Purchase Period exceed the duration of the Offering Period under which it is established.


 


2.31 “Section 409A”
means Section 409A of the Code.


 


2.32 “Subsidiary”
means a corporation, partnership, or any other entity (other than the Company), whether U.S. or non-U.S., in an unbroken chain of entities
beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of
the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or
interests in one of the other entities in such chain (including, for clarity, Vacasa Holdings).


 


2.33 “Treas. Reg.” means
U.S. Department of the Treasury regulations.


 


2.34 “Vacasa Holdings” means
Vacasa Holdings LLC, a Delaware limited liability company.


 


2.35 “Vacasa Holdings LLCA”
means the Fourth Amended and Restated Limited Liability Company Agreement of Vacasa Holdings (as it may be amended from time to time).


 


2.36 “Vacasa Units”
means a limited liability company unit of Vacasa Holdings that is redeemable for one share of Common Stock, pursuant to the Vacasa Holdings
LLCA.


 


2.37 “Withdrawal Election”
has the meaning set forth in Section 6.1(a) hereof.


 


ARTICLE 3

PARTICIPATION


 


3.1 Eligibility. Any Eligible
Employee who is employed by the Company or a Designated Subsidiary on a given Enrollment Date for an Offering Period shall be eligible
to participate in the Plan during such Offering Period, subject to the requirements of Articles 4 and 5 hereof.


 


3.2 Election to Participate; Payroll Deductions


 


(a) Except as provided in Sections 3.2(e) and
3.3 hereof, an Eligible Employee may become a Participant in the Plan only by means of payroll deduction. Each individual who is an Eligible
Employee as of an Offering Period’s Enrollment Date may elect to participate in such Offering Period and the Plan by delivering
to the Company a payroll deduction authorization no later than the period of time prior to the applicable Enrollment Date that is determined
by the Administrator, in its sole discretion.


 






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(b) Except as may otherwise be
determined by the Administrator, payroll deductions (i) shall equal at least 1% of the Participant’s Compensation as of each
Payday of the Offering Period following the Enrollment Date, but not more than 15% of the Participant’s Compensation as of each
Payday of the Offering Period following the Enrollment Date; and (ii) may be expressed either as a whole number percentage,
or a fixed dollar amount. Amounts deducted from a Participant’s Compensation with respect to an Offering Period pursuant to this
Section 3.2 shall be deducted each Payday through payroll deduction and credited to the Participant’s Plan Account; provided
that for the first Offering Period, payroll deductions shall not begin until such date determined by the Administrator, in its sole discretion.


 


(c) Following at least one payroll
deduction, a Participant may decrease (to as low as zero) the amount deducted from such Participant’s Compensation only once during
an Offering Period upon ten calendar days’ prior written notice to the Company. A Participant may not increase the amount deducted
from such Participant’s Compensation during an Offering Period.


 


(d) Upon the completion of an
Offering Period, each Participant in such Offering Period shall automatically participate in the immediately following Offering Period
at the same payroll deduction percentage or fixed amount as in effect at the termination of such Offering Period, unless such Participant
delivers to the Company a different election with respect to the successive Offering Period in accordance with Section 3.2(a) hereof,
or unless such Participant becomes ineligible for participation in the Plan.


 


(e) Notwithstanding any other
provisions of the Plan to the contrary, in non-U.S. jurisdictions where participation in the Plan through payroll deductions is prohibited,
the Administrator may provide that an Eligible Employee may elect to participate through contributions to the Participant’s account
under the Plan in a form acceptable to the Administrator in lieu of or in addition to payroll deductions.


 


3.3 Leave of Absence. During
leaves of absence approved by the Company, a Participant may continue participation in the Plan by making cash payments to the Company
on the Participant’s normal payday equal to the Participant’s authorized payroll deduction.


 


ARTICLE 4

PURCHASE OF SHARES


 


4.1 Grant of Option. The Company
may make one or more Offerings under the Plan, which may be successive or overlapping with one another, until the earlier of: (i) the
date on which the shares of Common Stock available under the Plan have been sold or (ii) the date on which the Plan is suspended
or terminates. The Administrator shall designate the terms and conditions of each Offering in writing, including without limitation, the
Offering Period and the Purchase Periods. Each Participant shall be granted an Option with respect to an Offering Period on the applicable
Grant Date. The number of shares of Common Stock subject to a Participant’s Option shall be determined by dividing (a) such
Participant’s payroll deductions accumulated prior to an Exercise Date and retained in the Participant’s Plan Account
on such Exercise Date by (b) the applicable Option Price; provided that in no event shall a Participant be permitted to purchase
during each Offering Period more than 100,000 shares of Common Stock (subject to any adjustment pursuant to Section 5.2 hereof).
The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of
Common Stock that a Participant may purchase during such future Offering Periods. Each Option shall expire on the last Exercise Date for
the applicable Offering Period immediately after the automatic exercise of the Option in accordance with Section 4.3 hereof, unless
such Option terminates earlier in accordance with Article 6 hereof.


 


4.2 Option Price. The “Option
Price” per share of Common Stock to be paid by a Participant upon exercise of the Participant’s Option on an Exercise
Date for an Offering Period shall equal 85% of the lesser of the Fair Market Value of a share of Common Stock on (a) the applicable
Grant Date and (b) the applicable Exercise Date, or such other price designated by the Administrator; provided that in no
event shall the Option Price per share of Common Stock be less than the par value per share of the Common Stock.


 






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4.3 Purchase of Shares.


 


(a) On each Exercise Date for
an Offering Period, each Participant shall automatically and without any action on such Participant’s part be deemed to have exercised
the Participant’s Option to purchase at the applicable per share Option Price the largest number of whole shares of Common Stock
which can be purchased with the amount in the Participant’s Plan Account. Any balance less than the per share Option Price
that is remaining in the Participant’s Plan Account (after exercise of such Participant’s Option) as of the Exercise
Date shall be carried forward to the next Purchase Period or Offering Period, unless the Participant has elected to withdraw from the
Plan pursuant to Section 6.1 hereof or, pursuant to Section 6.2 hereof, such Participant has ceased to be an Eligible Employee.
Any balance not carried forward to the next Purchase Period or Offering Period in accordance with the prior sentence shall be promptly
refunded to the applicable Participant. In no event shall an amount greater than or equal to the per share Option Price as of an Exercise
Date be carried forward to the next Purchase Period or Offering Period.


 


(b) As soon as practicable following
each Exercise Date (but no later than 30 days thereafter), the number of shares of Common Stock purchased by such Participant pursuant
to Section 4.3(a) hereof shall be delivered (either in share certificate or book entry form), in the Company’s sole discretion,
to either (i) the Participant or (ii) an account established in the Participant’s name at a stock brokerage or other financial
services firm designated by the Company. If the Company is required to obtain from any commission or agency authority to issue any such
shares of Common Stock, the Company shall seek to obtain such authority. Inability of the Company to obtain from any such commission or
agency authority which counsel for the Company deems necessary for the lawful issuance of any such shares shall relieve the Company from
liability to any Participant except to refund to the Participant such Participant’s Plan Account balance, without interest
thereon.


 


4.4 Automatic Termination of Offering
Period. If the Fair Market Value of a share of Common Stock on any Exercise Date (except the final scheduled Exercise Date of
any Offering Period) is lower than the Fair Market Value of a share of Common Stock on the Grant Date for an Offering Period, then such
Offering Period shall terminate on such Exercise Date after the automatic exercise of the Option in accordance with Section 4.3 hereof,
and each Participant shall automatically be enrolled in the Offering Period that commences immediately following such Exercise Date and
such Participant’s payroll deduction authorization shall remain in effect for such Offering Period.


 


4.5 Transferability of Rights. An
Option granted under the Plan shall not be transferable, other than by will or the applicable laws of descent and distribution, and is
exercisable during the Participant’s lifetime only by the Participant. No option or interest or right to the Option shall be available
to pay off any debts, contracts or engagements of the Participant or the Participant’s successors in interest or shall be subject
to disposition by pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation
of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempt
at disposition of the Option shall have no effect.


 


ARTICLE 5

PROVISIONS RELATING TO COMMON STOCK


 


5.1 Common Stock Reserved. Subject
to adjustment as provided in Section 5.2 hereof, the maximum number of shares of Common Stock that shall be made available for sale
under the Plan shall be the sum of (a) [      ]1 shares and (b) an annual increase
on the first day of each year beginning in 2022 and ending in 2031 equal to the least of (i) 1% of the shares of Common Stock outstanding
(determined on an as converted basis, taking into account all securities convertible into, exercisable, exchangeable or redeemable for
shares of Common Stock, including, without limitation, the Vacasa Units that are redeemable pursuant to the Vacasa Holdings LLCA) on the
last day of the immediately preceding fiscal year, (ii) an amount of additional shares such that the total number of shares that
are available for sale under the Plan on the first day of the year, after giving effect to the additional shares, equals 2% of the shares
of Common Stock outstanding on the last day of the immediately preceding fiscal year (determined on the same basis as in clause (i)),
and (iii) such number of shares as may be determined by the Board Shares made available for sale under the Plan may be authorized
but unissued shares, treasury shares of Common Stock, or reacquired shares reserved for issuance under the Plan.


 


 






		1	Note to Draft: Amount to equal 2% of the fully diluted shares of Common Stock to be outstanding immediately after the
                                                                                                                                                      closing of the business combination on as-converted or as-exchanged basis (including the Vacasa Units that are redeemable pursuant to the Vacasa Holdings LLCA), and, for the avoidance of doubt, after giving effect to
                                                                                                                                                      the PIPE investment.



 






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5.2 Adjustments Upon Changes in Capitalization,
Dissolution, Liquidation, Merger or Asset Sale.


 


(a) Changes in Capitalization. Subject
to any required action by the stockholders of the Company, the number of shares of Common Stock which have been authorized for issuance
under the Plan but not yet placed under Option, as well as the price per share and the number of shares of Common Stock covered by each
Option under the Plan which has not yet been exercised shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock or outstanding Vacasa Units resulting from a stock or unit split, reverse stock or unit split, stock dividend
or unit distribution, combination or reclassification of the Common Stock or Vacasa Units, or any other increase or decrease in the number
of shares of Common Stock or Vacasa Units effected without receipt of consideration by the Company or Vacasa Holdings (as applicable);
provided, however, that conversion of any convertible securities of the Company or Vacasa Holdings shall not be deemed to
have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination
in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company or Vacasa Holdings
of shares of stock of any class or Vacasa Units, or securities convertible into shares of stock of any class or Vacasa Units, shall affect,
and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option.


 


(b) Dissolution or Liquidation. In
the event of the proposed dissolution or liquidation of the Company or Vacasa Holdings, the Offering Periods then in progress shall be
shortened by setting a new Exercise Date (the “New Exercise Date”), and shall terminate immediately prior to
the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date shall
be before the date of the Company’s or Vacasa Holdings’ proposed dissolution or liquidation. The Administrator shall notify
each Participant in writing prior to the New Exercise Date, that the Exercise Date for the Participant’s Option has been changed
to the New Exercise Date and that the Participant’s Option shall be exercised automatically on the New Exercise Date, unless prior
to such date the Participant has withdrawn from the Offering Period as provided in Section 6.1 hereof or the Participant has ceased
to be an Eligible Employee as provided in Section 6.2 hereof.


 


(c) Merger or Asset
Sale. In the event of a proposed sale of all or substantially all of the assets of the Company or Vacasa Holdings, or the
merger of the Company or Vacasa Holdings with or into another corporation, each outstanding Option shall be assumed or an equivalent
Option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. If the successor corporation
refuses to assume or substitute for the Option, any Offering Periods then in progress shall be shortened by setting a New Exercise
Date and any Offering Periods then in progress shall end on the New Exercise Date. The New Exercise Date shall be before the date of
the Company’s proposed sale or merger. The Administrator shall notify each Participant in writing prior to the New Exercise
Date, that the Exercise Date for the Participant’s Option has been changed to the New Exercise Date and that the
Participant’s Option shall be exercised automatically on the New Exercise Date, unless prior to such date the Participant has
withdrawn from the Offering Period as provided in Section 6.1 hereof or the Participant has ceased to be an Eligible Employee
as provided in Section 6.2 hereof.


 


5.3 Insufficient Shares. If the
Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect to which Options are to be
exercised may exceed the number of shares of Common Stock remaining available for sale under the Plan on such Exercise Date, the Administrator
shall make a pro rata allocation of the shares of Common Stock available for issuance on such Exercise Date in as uniform a manner
as shall be practicable and as it shall determine in its sole discretion to be equitable among all Participants exercising Options to
purchase Common Stock on such Exercise Date, and unless additional shares are authorized for issuance under the Plan, no further Offering
Periods shall take place and the Plan shall terminate pursuant to Section 7.5 hereof. If an Offering Period is so terminated, then
the balance of the amount credited to the Participant’s Plan Account which has not been applied to the purchase of shares of
Common Stock shall be paid to such Participant in one lump sum in cash within 30 days after such Exercise Date, without any interest
thereon.


 






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5.4 Rights as Stockholders. With
respect to shares of Common Stock subject to an Option, a Participant shall not be deemed to be a stockholder of the Company and shall
not have any of the rights or privileges of a stockholder. A Participant shall have the rights and privileges of a stockholder of the
Company when, but not until, shares of Common Stock have been deposited in the designated brokerage account following exercise of the
Participant’s Option.


 


ARTICLE 6

TERMINATION OF PARTICIPATION


 


6.1 Cessation of Contributions; Voluntary Withdrawal.


 


(a) A Participant may cease payroll
deductions during an Offering Period and elect to withdraw from the Plan by delivering written notice of such election to the Company
in such form and at such time prior to the Exercise Date for such Offering Period as may be established by the Administrator (a “Withdrawal
Election”). A Participant electing to withdraw from the Plan may elect to either (i) withdraw all of the funds then
credited to the Participant’s Plan Account as of the date on which the Withdrawal Election is received by the Company, in which
case amounts credited to such Plan Account shall be returned to the Participant in one lump-sum payment in cash within 30 days
after such election is received by the Company, without any interest thereon, and the Participant shall cease to participate in the Plan
and the Participant’s Option for such Offering Period shall terminate; or (ii) exercise the Option for the maximum number of
whole shares of Common Stock on the applicable Exercise Date with any remaining Plan Account balance returned to the Participant
in one lump-sum payment in cash within 30 days after such Exercise Date, without any interest thereon, and after such exercise cease
to participate in the Plan. Upon receipt of a Withdrawal Election, the Participant’s payroll deduction authorization and the Participant’s
Option shall terminate.


 


(b) A Participant’s withdrawal
from the Plan shall not have any effect upon the Participant’s eligibility to participate in any similar plan which may hereafter
be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the
Participant withdraws.


 


(c) A Participant who ceases contributions
to the Plan during any Offering Period shall not be permitted to resume contributions to the Plan during that Offering Period.


 


6.2 Termination of Eligibility. Upon
a Participant’s ceasing to be an Eligible Employee, for any reason, such Participant’s Option for the applicable Offering
Period shall automatically terminate, the Participant shall be deemed to have elected to withdraw from the Plan, and such Participant’s
Plan Account shall be paid to such Participant or, in the case of the Participant’s death, to the person or persons entitled
thereto pursuant to applicable law, within 30 days after such cessation of being an Eligible Employee, without any interest thereon.


 


ARTICLE 7

GENERAL PROVISIONS


 


7.1 Administration.


 


(a) The Plan shall be administered
by the Committee, which shall be composed of members of the Board. The Committee may delegate administrative tasks under the Plan to the
services of an Agent or Employees to assist in the administration of the Plan, including establishing and maintaining an individual securities
account under the Plan for each Participant.


 


(b) It shall be the duty of the
Administrator to conduct the general administration of the Plan in accordance with the provisions of the Plan. The Administrator shall
have the power, subject to, and within the limitations of, the express provisions of the Plan:


 


(i) To establish and terminate Offerings;


 






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(ii) To determine when and how
Options shall be granted and the provisions and terms of each Offering (which need not be identical);


 


(iii) To select Designated Subsidiaries in accordance
with Section 7.2 hereof;


 


(iv) To impose a mandatory holding
period pursuant to which Participants may not dispose of or transfer shares of Common Stock purchased under the Plan for a period of time
determined by the Administrator in its discretion; and


 


(v) To construe and interpret the
Plan, the terms of any Offering and the terms of the Options and to adopt such rules for the administration, interpretation, and
application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. The Administrator, in the exercise
of this power, may correct any defect, omission or inconsistency in the Plan, any Offering or any Option, in a manner and to the extent
it shall deem necessary or expedient to administer the Plan.


 


(c) The Administrator may adopt
rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws
and procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and
procedures regarding handling of participation elections, payroll deductions, payment of interest, conversion of local currency, payroll
tax, withholding procedures and handling of stock certificates which vary with local requirements. In its absolute discretion, the Board
may at any time and from time to time exercise any and all rights and duties of the Administrator under the Plan.


 


(d) The Administrator may adopt
sub-plans applicable to particular Designated Subsidiaries or locations. The rules of such sub-plans may take precedence over other
provisions of this Plan, with the exception of Section 5.1 hereof, but unless otherwise superseded by the terms of such sub-plan,
the provisions of this Plan shall govern the operation of such sub-plan.


 


(e) All expenses and liabilities
incurred by the Administrator in connection with the administration of the Plan shall be borne by the Company. The Administrator may,
with the approval of the Committee, employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Administrator,
the Company and its officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All
actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon all Participants,
the Company and all other interested persons. No member of the Board or Administrator shall be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan or the options, and all members of the Board or Administrator shall be fully
protected by the Company in respect to any such action, determination, or interpretation.


 


7.2 Designation of Subsidiary Corporations. The
Board or Administrator shall designate from time to time the Subsidiaries that shall constitute Designated Subsidiaries. The Board or
Administrator may designate a Subsidiary, or terminate the designation of a Subsidiary, without the approval of the stockholders of the
Company.


 


7.3 Reports. Individual accounts
shall be maintained for each Participant in the Plan. Statements of Plan Accounts shall be given to Participants at least annually,
which statements shall set forth the amounts of payroll deductions, the Option Price, the number of shares purchased and the remaining
cash balance, if any.


 


7.4 No Right to Employment. Nothing
in the Plan shall be construed to give any person (including any Participant) the right to remain in the employ of the Company, a Parent
or a Subsidiary or to affect the right of the Company, any Parent or any Subsidiary to terminate the employment of any person (including
any Participant) at any time, with or without cause, which right is expressly reserved.


 


7.5 Amendment and Termination of the Plan.


 


(a) The Board may, in its sole
discretion, amend, suspend or terminate the Plan at any time and from time to time. To the extent necessary to comply with any applicable
law, regulation or stock exchange rule, the Company shall obtain stockholder approval of any such amendment to the Plan in such a manner
and to such a degree as required by such law, regulation or rule.


 






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(b) If the Administrator determines
that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may in its discretion
modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to:


 


(i) altering the Option Price for
any Offering Period including an Offering Period underway at the time of the change in Option Price;


 


(ii) shortening any Offering Period
so that the Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Administrator action;
and


 


(iii) allocating shares of Common Stock.


 


Such modifications or amendments shall not require
stockholder approval or the consent of any Participant.


 


(c) Upon termination of the Plan,
the balance in each Participant’s Plan Account shall be refunded as soon as practicable after such termination, without any
interest thereon.


 


7.6 Use of Funds; No Interest Paid. All
funds received by the Company by reason of purchase of shares of Common Stock under the Plan shall be included in the general funds of
the Company free of any trust or other restriction and may be used for any corporate purpose. No interest shall be paid to any Participant
or credited under the Plan.


 


7.7 Term; Approval by Stockholders. No
Option may be granted during any period of suspension of the Plan or after termination of the Plan. The Plan shall be submitted for the
approval of the Company's stockholders within 12 months after the date of the Board's initial adoption of the Plan. Options may be granted
prior to such stockholder approval; provided, however, that such Options shall not be exercisable prior to the time when the Plan
is approved by the stockholders; provided, further that if such approval has not been obtained by the end of the 12-month period,
all Options previously granted under the Plan shall thereupon terminate and be canceled and become null and void without being exercised.


 


7.8 Effect Upon Other Plans. The
adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company, any Parent or any Subsidiary.
Nothing in the Plan shall be construed to limit the right of the Company, any Parent or any Subsidiary (a) to establish any other
forms of incentives or compensation for Employees of the Company or any Parent or any Subsidiary, or (b) to grant or assume Options
otherwise than under the Plan in connection with any proper corporate purpose, including, but not by way of limitation, the grant or assumption
of options in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets
of any corporation, firm or association.


 


7.9 Conformity to Securities Laws. Notwithstanding
any other provision of the Plan, the Plan and the participation in the Plan by any individual who is then subject to Section 16 of
the Exchange Act shall be subject to any additional limitations set forth in any applicable exemption rule under Section 16
of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such
exemptive rule. To the extent permitted by applicable law, the Plan shall be deemed amended to the extent necessary to conform to such
applicable exemptive rule.


 


7.10 Tax Withholding. The Company
or any Designated Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company
or such Designated Subsidiary, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s
FICA or employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising as
a result of the Plan. The Administrator may in its sole discretion and in satisfaction of the foregoing requirement, permit the Company
to withhold or have surrendered, or allow a Participant to elect to have the Company withhold or surrender, shares of Common Stock held
by the Participant. Unless determined otherwise by the Administrator, the number of shares of Common Stock which may be so withheld or
surrendered shall be limited to the number of shares which have a Fair Market Value on the date of withholding or surrender no greater
than the aggregate amount of such liabilities based on the maximum statutory withholding rates for federal, state, local and foreign income
tax and payroll tax purposes that are applicable to such supplemental taxable income. The Administrator shall also have the authority
and right to initiate, or permit a Participant to initiate, a broker-assisted sell-to-cover transaction whereby shares are sold by such
broker and the proceeds of such sale are remitted to the Company or a Designated Subsidiary to satisfy tax withholding obligations.


 






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7.11 Governing Law. The Plan
and all rights and obligations thereunder shall be construed and enforced in accordance with the laws of the State of Delaware, without
regard to the conflict of law rules thereof or of any other jurisdiction.


 


7.12 Notices. All notices or
other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when
received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.


 


7.13 Conditions To Issuance of Shares.


 


(a) Notwithstanding anything herein
to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing shares of
Common Stock pursuant to the exercise of an Option by a Participant, unless and until the Administrator has determined, with advice of
counsel, that the issuance of such shares of Common Stock is in compliance with all applicable laws, regulations of governmental authorities
and, if applicable, the requirements of any securities exchange or automated quotation system on which the shares of Common Stock are
listed or traded, and the shares of Common Stock are covered by an effective registration statement or applicable exemption from registration.
In addition to the terms and conditions provided herein, the Administrator may require that a Participant make such reasonable covenants,
agreements, and representations as the Administrator, in its discretion, deems advisable in order to comply with any such laws, regulations,
or requirements.


 


(b) All certificates for shares
of Common Stock delivered pursuant to the Plan and all shares of Common Stock issued pursuant to book entry procedures are subject to
any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal, state, or foreign
securities or other laws, rules and regulations and the rules of any securities exchange or automated quotation system on which
the shares of Common Stock are listed, quoted, or traded. The Committee may place legends on any certificate or book entry evidencing
shares of Common Stock to reference restrictions applicable to the shares of Common Stock.


 


(c) The Committee shall have the
right to require any Participant to comply with any timing or other restrictions with respect to the settlement, distribution or exercise
of any Option, including a window-period limitation, as may be imposed in the sole discretion of the Committee.


 


(d) Notwithstanding any other
provision of the Plan, unless otherwise determined by the Committee or required by any applicable law, rule or regulation, the Company
may, in lieu of delivering to any Participant certificates evidencing shares of Common Stock issued in connection with any Option, record
the issuance of shares of Common Stock in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).


 


(e) Any shares of Common Stock
acquired by a Participant under this Plan will be subject to the Company’s insider trading policy.


 


7.14    Equal Rights and Privileges. All
Eligible Employees of the Company (or of any Designated Subsidiary) granted Options pursuant to an Offering shall have the same rights
and privileges under this Plan within the meaning of Section 423(b)(5) of the Code.


 


7.15 Rules Particular to Specific
Countries. Notwithstanding anything herein to the contrary, the terms and conditions of the Plan with respect to Participants
who are tax residents of a particular non-U.S. country or who are foreign nationals or employed in non-U.S. jurisdictions may be subject
to an addendum to the Plan in the form of an appendix or sub-plan. To the extent that the terms and conditions set forth in an appendix
or sub-plan conflict with any provisions of the Plan, the provisions of the appendix or sub-plan shall govern. The adoption of any such
appendix or sub-plan shall be pursuant to Section 7.1 above. Without limiting the foregoing, the Administrator is specifically authorized
to adopt rules and procedures, with respect to Participants who are foreign nationals or employed in non-U.S. jurisdictions, regarding
the exclusion of particular Subsidiaries from participation in the Plan, eligibility to participate, the definition of Compensation, handling
of payroll deductions or other contributions by Participants, payment of interest, conversion of local currency, data privacy security,
payroll tax, withholding procedures, establishment of bank or trust accounts to hold payroll deductions or contributions.


 






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7.16 Section 409A. The Plan
and the Options granted hereunder are intended to be exempt from the application of Section 409A. No Option is intended to constitute
or provide for “nonqualified deferred compensation” within the meaning of Section 409A. Notwithstanding any provision
of the Plan to the contrary, if the Administrator determines that any Option granted under the Plan may be or become subject to Section 409A
or that any provision of the Plan may cause an Option granted under the Plan to be or become subject to Section 409A, the Administrator
may adopt such amendments to the Plan and/or adopt other policies and procedures (including amendments, policies and procedures with retroactive
effect), or take any other actions as the Administrator determines are necessary or appropriate to avoid the imposition of taxes under
Section 409A, either through compliance with the requirements of Section 409A or with an available exemption therefrom.


 


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