Exhibit 10.2


 


	 
	THE
    ONCOLOGY INSTITUTE, INC.
	 
	2021
    EMPLOYEE STOCK PURCHASE PLAN
	 




 


ARTICLE I. PURPOSE


 


The purpose of this Plan is to
assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company.


 


The Plan consists of two components:
(i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intended to
qualify as an “employee stock purchase plan” under Section 423 of the Code and shall be administered, interpreted and
construed in a manner consistent with the requirements of Section 423 of the Code. The Non-Section 423 Component authorizes
the grant of rights which need not qualify as rights granted pursuant to an “employee stock purchase plan” under Section 423
of the Code. Rights granted under the Non-Section 423 Component shall be granted pursuant to separate Offerings containing such sub-plans,
appendices, rules or procedures as may be adopted by the Administrator and designed to achieve tax, securities laws or other objectives
for Eligible Employees and Designated Subsidiaries but shall not be intended to qualify as an “employee stock purchase plan”
under Section 423 of the Code. Except as otherwise determined by the Administrator or provided herein, the Non- Section 423
Component will operate and be administered in the same manner as the Section 423 Component. Offerings intended to be made under the
Non-Section 423 Component will be designated as such by the Administrator at or prior to the time of such Offering.


 


For purposes of this Plan,
the Administrator may designate separate Offerings under the Plan in which Eligible Employees will participate. The terms of these
Offerings need not be identical, even if the dates of the applicable Offering Period(s) in each such Offering are identical,
provided that the terms of participation are the same within each separate Offering under the Section 423 Component (as
determined under Section 423 of the Code). Solely by way of example and without limiting the foregoing, the Company could, but
shall not be required to, provide for simultaneous Offerings under the Section 423 Component and the Non-Section 423
Component of the Plan.


 


ARTICLE II.


DEFINITIONS
AND CONSTRUCTION


 


Wherever the following terms are
used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise.


 


2.1            “Administrator”
means the entity that conducts the general administration of the Plan as provided in Article XI.


 


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            “Applicable
Law” means the requirements relating to the administration of equity incentive plans under U.S. federal and state securities,
tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which
Shares are listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where rights under this
Plan are granted.


 


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



 


2.5           “Change of Control” means and includes each of the following:



 


(a)            A
merger or consolidation of the Company with or into any other corporation or other entity or person;


 






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(b)            A
sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the Company’s
assets; or


 


(c)            Any
other transaction, including the sale by the Company of new shares of its capital stock or a transfer of existing shares of capital stock
of the Company, the result of which is that a third party that is not an affiliate of the Company or its stockholders (or a group of third
parties not affiliated with the Company or its stockholders) immediately prior to such transaction acquires or holds capital stock of
the Company representing a majority of the Company’s outstanding voting power immediately following such transaction; provided
that the following events shall not constitute a “Change of Control”:


 


(i)            a
transaction (other than a sale of all or substantially all of the Company’s assets) in which the holders of the voting securities
of the Company immediately prior to the merger or consolidation hold, directly or indirectly, at least a majority of the voting securities
in the successor corporation or its parent immediately after the merger or consolidation;


 


(ii)            a
sale, lease, exchange or other transaction in one transaction or a series of related transactions of all or substantially all of the Company’s
assets to an affiliate of the Company;


 


(iii)           an initial public offering of any of the Company’s securities;



 


(iv)           a reincorporation of the Company solely to change its jurisdiction; or



 


(v)            a
transaction undertaken for the primary purpose of creating a holding company that will be owned in substantially the same proportion by
the persons who held the Company’s securities immediately before such transaction.


 


Notwithstanding the foregoing,
if a Change of Control would give rise to a payment or settlement event with respect to any Award that constitutes “nonqualified
deferred compensation,” the transaction or event constituting the Change of Control must also constitute a “change in control
event” (as defined in Treasury Regulation Section 1.409A-3(i)(5)) in order to give rise to the payment or settlement event
for such Award, to the extent required by Section 409A of the Code.


 


The Administrator shall have full
and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change of Control has occurred pursuant
to the above definition, the date of the occurrence of such Change of Control and any incidental matters relating thereto; provided that
any exercise of authority in conjunction with a determination of whether a Change of Control is a “change in control event”
as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.


 


2.6            “Code”
means the U.S. Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


 


2.7            “Common
Stock” means the Class A common stock, par value $0.0001 per share, of the Company and Class B common stock, par
value $0.0001 per share and such other securities of the Company that may be substituted therefore.


 


 2.8           “Company” means The Oncology Institute, Inc., a Delaware corporation, or any successor.



 


2.9            “Compensation”
of an Eligible Employee means, unless otherwise determined by the Administrator, the base salary, wages (including overtime), cash incentive
compensation, bonuses, commissions and compensation in respect of periods of absence from work, in each case, paid by the Company or any
Designated Subsidiary to such Eligible Employee; and excluding any education or tuition reimbursements, travel expenses, business and
moving reimbursements, income received in connection with any stock options, stock appreciation rights, restricted stock, restricted stock
units or other compensatory equity awards, fringe benefits, other special payments 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.


 






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2.10          “Designated
Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines,
to receive amounts due or exercise the Participant’s rights if the


 


Participant dies or becomes incapacitated. Without
a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.


 


2.11          “Designated
Subsidiary” means any Subsidiary designated by the Administrator in accordance with Section 11.2(b), such designation
to specify whether such participation is in the Section 423 Component or Non-Section 423 Component. A Designated Subsidiary
may participate in either the Section 423 Component or Non-Section 423 Component, but not both.


 


2.12          “Effective
Date” means on the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of June 28,
2021, by and among DFP Healthcare Acquisitions Corp., Orion Merger Sub I, Inc., Orion Merger Sub II, LLC and TOI Parent, Inc.,
subject to prior approval by the Company’s stockholders of the Plan. If the Plan is not approved by the Company’s stockholders,
the Plan will not become effective and no Awards will be granted under the Plan.


 


2.13          “Eligible
Employee” means an Employee who does not, immediately after any rights under this Plan are granted, own (directly or
through attribution) stock possessing 5% or more of the total combined voting power or value of all classes of Shares and other
securities of the Company, a Parent or a Subsidiary (as determined under Section 423(b)(3) of the Code). For purposes of
the foregoing, the rules of Section 424(d) of the Code with regard to the attribution of stock ownership shall apply
in determining the stock ownership of an individual, and stock that an Employee may purchase under outstanding options shall be
treated as stock owned by the Employee. Notwithstanding the foregoing, the Administrator may provide in an Offering Document that an
Employee shall not be eligible to participate in an Offering Period under the Section 423 Component if: (a) such Employee
is a highly compensated employee within the meaning of Section 423(b)(4)(D) of the Code; (b) such Employee has not
met a service requirement designated by the Administrator pursuant to Section 423(b)(4)(A) of the Code (which service
requirement may not exceed two years); (c) such Employee’s customary employment is for 20 hours per week or less; (d)
such Employee’s customary employment is for less than five months in any calendar year; and/or (e) such Employee is a
citizen or resident of a foreign jurisdiction and the grant of a right to purchase Shares under the Plan to such Employee would be
prohibited under the laws of such foreign jurisdiction or the grant of a right to purchase Shares under the Plan to such Employee in
compliance with the laws of such foreign jurisdiction would cause the Plan to violate the requirements of Section 423 of the
Code, as determined by the Administrator in its sole discretion; provided, that any exclusion in clauses (a), (b), (c),
(d) or (e) shall be applied in an identical manner under each Offering Period to all Employees, in accordance with
Treasury Regulation Section 1.423-2(e).


 


Further notwithstanding the foregoing,
with respect to the Non-Section 423 Component, the first sentence in this definition shall apply in determining who is an “Eligible
Employee,” except (i) the Administrator may further limit eligibility within the Company or within a Designated Subsidiary
so as to only designate certain Employees of the Company or of a Designated Subsidiary as “Eligible Employees”, and (ii) to
the extent the restrictions in the first sentence in this definition are not consistent with any applicable local law, such applicable
local law shall control.


 


2.14            “Employee”
means any individual who renders services to the Company or any Designated Subsidiary in the status of an employee, and, with
respect to the Section 423 Component, a person who is an employee of the Company or any Designated Subsidiary within the
meaning of Section 3401(c) of the Code. For purposes of an individual’s participation in, or other rights under the
Plan, all determinations by the Company shall be final, binding and conclusive, notwithstanding that any court of law or
governmental agency subsequently makes a contrary determination. For purposes of the Plan, the employment relationship shall be
treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company or Designated
Subsidiary and meeting the requirements of Treasury Regulation Section 1.421-1(h)(2). Where the period of leave exceeds three
months and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment
relationship shall be deemed to have terminated on the first day immediately following such three-month period.


 


 2.15         “Enrollment Date” means the first Trading Day of each Offering Period.



 






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2.16         “Fair
Market Value” means, as of any date, the value of Shares determined as follows: (a) if the Shares are listed on
any established stock exchange, its Fair Market Value will be the closing sales price for such Shares 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; (b) if the Shares are not traded on a stock exchange
but are quoted on a national market or other quotation system, the closing sales price 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 (c) without an established market for the Shares, the Administrator will
determine the Fair Market Value in its discretion.


 


2.17          “Non-Section 423
Component” means those Offerings under the Plan, together with the sub- plans, appendices, rules or procedures, if
any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which rights to purchase Shares during an Offering
Period may be granted to Eligible Employees that need not satisfy the requirements for rights to purchase Shares granted pursuant to an
“employee stock purchase plan” that are set forth under Section 423 of the Code.


 


2.18          “Offering”
means an offer by the Company under the Plan to Eligible Employees of a right to purchase Shares that may be exercised during an Offering
Period, as further described in Article IV 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
Offering Periods of each such Offering are identical, and the provisions of the Plan will separately apply to each Offering. To the extent
permitted by Treasury Regulation Section 1.423-2(a)(1), the terms of each separate Offering under the Section 423 Component
need not be identical, provided that the terms of the Section 423 Component and an Offering thereunder together satisfy Treasury
Regulation Section 1.423-2(a)(2) and (a)(3).


 


2.19         “Offering Document” has the meaning given to such term in Section 4.1.



 


2.20         “Offering Period” has the meaning given to such term in Section 4.1.



 


2.21         “Parent”
means any corporation, other than the Company, in an unbroken chain of corporations ending with the Company if, at the time of the determination,
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.


 


2.22         “Participant”
means any Eligible Employee who has executed a subscription agreement and been granted rights to purchase Shares pursuant to the Plan.


 


2.23          “Plan”
means this The Oncology Institute, Inc. 2021 Employee Stock Purchase Plan, including both the Section 423 Component and Non-Section 423
Component and any other sub-plans or appendices hereto, as amended from time to time.


 


2.24         “Purchase
Date” means the last Trading Day of each Purchase Period or such other date as determined by the Administrator and set forth
in the Offering Document.


 


2.25         “Purchase
Period” shall refer to one or more specified periods within an Offering Period, as designated in the applicable Offering
Document; provided, however, that, if no Purchase Period is designated by the Administrator in the applicable Offering Document,
the Purchase Period for each Offering Period covered by such Offering Document shall be the same as the applicable Offering Period.


 


2.26         “Purchase
Price” means the purchase price designated by the Administrator in the applicable Offering Document (which purchase price,
for purposes of the Plan, shall not be less than 85% of the Fair Market Value of a Share on the Enrollment Date or on the Purchase Date,
whichever is lower); provided, however, that, if no purchase price is designated by the Administrator in the applicable Offering
Document, the purchase price for the Offering Periods covered by such Offering Document shall be 85% of the Fair Market Value of a Share
on the Enrollment Date or on the Purchase Date, whichever is lower; provided, further, that the Purchase Price may be adjusted
by the Administrator pursuant to Article VIII and shall not be less than the par value of a Share.


 


2.27         “Section 423
Component” means those Offerings under the Plan, together with the sub-plans, appendices, rules or procedures, if
any, adopted by the Administrator as a part of this Plan or any Offering(s), in each case, pursuant to which rights to purchase
Shares during an Offering Period may be granted to Eligible Employees that are intended to satisfy the requirements for rights to
purchase Shares granted pursuant to an “employee stock purchase plan” that are set forth under Section 423 of the
Code.


 






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 2.28          “Securities Act” means the U.S. Securities Act of 1933, as amended.



 


2.29         “Share”
means a share of shares of Class A common stock, par value $0.0001 per share, of the Company..


 


2.30          “Subsidiary”
means any corporation, other than the Company, in an unbroken chain of corporations beginning with the Company if, at the time of
the determination, each of the corporations other than the last corporation in an unbroken chain 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; provided, however,
that a limited liability company or partnership may be treated as a Subsidiary to the extent either (a) such entity is treated as a
disregarded entity under Treasury Regulation Section 301.7701-3(a) by reason of the Company or any other Subsidiary that
is a corporation being the sole owner of such entity, or
(b)            such entity elects to be classified as a corporation
under Treasury Regulation Section 301.7701-3(a) and such entity would otherwise qualify as a Subsidiary. In addition, with
respect to the Non-Section 423 Component, Subsidiary shall include any and any business, corporation, partnership, limited
liability company or other entity designated by the Board, which the Company or a Subsidiary controls, directly or indirectly,
through one or more intermediaries.


 


2.31          “Trading
Day” means a day on which national stock exchanges in the United States are open for trading.


 


ARTICLE III.


SHARES SUBJECT TO THE PLAN


 


3.1            Number
of Shares. Subject to Article VIII, the aggregate number of Shares that may be issued pursuant to rights granted under the
Plan shall be a number of Shares equal to one percent (1%) of the aggregate number of shares of Common Stock outstanding on a fully
diluted basis, as determined at the Effective Date, plus, on the first day of each calendar year beginning on January 1, 2022
and ending on and including January 1, 2031, the number of Shares available for issuance under the Plan shall be increased by
that number of Shares equal to the lesser of (a) 1% of the aggregate number of shares of Common Stock outstanding calculated on
a fully diluted basis, on the final day of the immediately preceding calendar year and (b) such smaller number of Shares as
determined by the Board (the “Overall Share Limit”). For this purpose, the number of shares of Common Stock
outstanding will be calculated as if all options and stock appreciation rights issued and outstanding were exercised in full, and
all restricted stock units were issued and outstanding shares of Common Stock. If any right granted under the Plan shall for any
reason terminate without having been exercised, the Shares not purchased under such right shall again become available for issuance
under the Plan. Subject to the Overall Share Limit and Article VIII, the number of Shares that may be issued or transferred
pursuant to the rights granted under the Section 423 Component of the Plan shall not exceed an aggregate of
one percent (1%) of the aggregate number of shares of Common Stock
outstanding on a fully diluted basis, as determined at the Effective Date.


 


3.2            Shares
Distributed. Any Shares distributed pursuant to the Plan may consist, in whole or in part, of authorized and unissued Shares, treasury
shares or Shares purchased on the open market.


 


ARTICLE IV.


OFFERING PERIODS; OFFERING DOCUMENTS;
PURCHASE DATES


 


4.1            Offering
Periods. The Administrator may from time to time grant or provide for the grant of rights to purchase Shares under the Plan to
Eligible Employees during one or more periods (each, an “Offering Period”) selected by the Administrator.
The terms and conditions applicable to each Offering Period shall be set forth in an “Offering Document”
adopted by the Administrator from time to time, which Offering Document shall be in such form and shall contain such terms and
conditions as the Administrator shall deem appropriate and shall be incorporated by reference into and made part of the Plan. The
Administrator shall establish in each Offering Document one or more Purchase Periods within such Offering Period during which rights
granted under the Plan shall be exercised and purchases of Shares carried out in accordance with such Offering Document and the
Plan. The provisions of separate Offerings or Offering Periods under the Plan may be partially or wholly concurrent and need not be
identical.


 






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4.2            Offering
Documents. Each Offering Document with respect to an Offering Period shall specify (through incorporation of the provisions of this
Plan by reference or otherwise):


 


(a)           the length of the Offering Period, which period shall not exceed 27 months;



 


(b)            the
length of the Purchase Period(s) within the Offering Period, which period(s), in the absence of a contrary designation by the Administrator,
shall not exceed 27 months;


 


(c)            in
connection with each Offering Period that contains more than one Purchase Period, the maximum aggregate number of Shares which may be
purchased by any Eligible Employee during each Purchase Period (if applicable), which, in the absence of a contrary designation by the
Administrator, shall be 100,000 Shares (and which, for the Section 423 Component Offering Periods, shall
be subject to the limitations described in Section 5.5 below);


 


(d)            the
maximum number of Shares that may be purchased by any Eligible Employee during such Offering Period (if applicable), which, in the absence
of a contrary designation by the Administrator, shall be 20,000 Shares (and which, for the Section 423
Component Offering Periods, shall be subject to the limitations described in Section 5.5 below); and


 


(e)            such other provisions as the Administrator determines are appropriate, subject to the Plan.



 


ARTICLE V.


ELIGIBILITY
AND PARTICIPATION


 


5.1            Eligibility.
Any Eligible Employee who shall be 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 applicable requirements of this Article V
and, for the Section 423 Component, the limitations imposed by Section 423(b) of the Code.


 


5.2           Enrollment in Plan.



 


(a)            Except
as otherwise set forth herein or in an Offering Document or determined by the Administrator, an Eligible Employee may become a Participant
in the Plan for an Offering Period by delivering a subscription agreement to the Company by such time prior to the Enrollment Date for
such Offering Period (or such other date specified in the Offering Document) designated by the Administrator and in such form as the Company
provides.


 


(b)            Subject
to such minimum and maximum limitations as the Administrator may set for each Offering Period, each subscription agreement shall
designate either (i) a whole percentage of such Eligible Employee’s Compensation or (ii) or a fixed dollar amount,
in either case, to be withheld by the Company or the Designated Subsidiary employing such Eligible Employee on each payday during
the Offering Period as payroll deductions under the Plan; provided that, in no event shall the actual amount withheld on any
payday hereunder exceed the net amount payable to the Eligible Employee on such payday after taxes and any other applicable
deductions therefrom (and if amounts to be withheld hereunder would otherwise result in a negative payment to the Eligible Employee
on such payday, the amount to be withheld hereunder shall instead be reduced by the least amount necessary to avoid a negative
payment amount for the Eligible Employee on such payday, as determined by the Administrator). In absence of any designation by the
Administrator in the Offering Documents, the designated percentage or fixed dollar amount may not be less than 1% and may not be
more than 15% of the Participant’s Compensation for any payroll period. The payroll deductions made for each Participant
shall be credited to an account for such Participant under the Plan and shall be deposited with the general funds of the
Company.


 






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(c)            Unless
otherwise provided in the terms of an Offering Document, a Participant may increase or decrease the percentage of Compensation or
the fixed dollar amount designated in his or her subscription agreement, subject to the limits set by the Administrator in the
Offering Document, or may suspend his or her payroll deductions, in any case, at any time during an Offering Period; provided, however,
that the Administrator may limit or eliminate the type or number of changes a Participant may make to his or her payroll deduction
elections during each Offering Period in the applicable Offering Document (and in the absence of any specific designation by the
Administrator, a Participant shall be allowed to decrease, increase or suspend his or her payroll deduction elections, in each case,
once during each Purchase Period). Any such change or suspension of payroll deductions shall be effective with the first full
payroll period starting at least two calendar weeks after the Company’s receipt of the new subscription agreement (or such
shorter or longer period as may be specified by the Administrator in the applicable Offering Document). If a Participant suspends
his or her payroll deductions during an Offering Period: (i) such Participant’s cumulative unapplied payroll deductions
prior to the suspension (if any) shall be refunded to such Participant as soon as practicable after such suspension (but no later
than 30 days thereafter), and (ii) such Participant shall be deemed to have withdrawn from the Offering Period for all purposes
upon such Purchase Date (and shall be eligible to enroll in any Offering Period commencing on or after such Purchase Date if he or
she remains an Eligible Employee as of the start of any such subsequent Offering Period and timely submits a valid election to
participate). For clarity, if a Participant who suspends participation in an Offering Period ceases to be an Eligible Employee or he
or she withdraws from participation in such Offering Period, in either case, prior to the Purchase Date next-following his or her
suspension of participation in the Offering Period, in any case, such Participant’s cumulative unapplied payroll deductions
shall be returned to him or her in accordance with Article VII.


 


(d)            Except
as otherwise set forth in herein or in an Offering Document or as otherwise determined by the Administrator, a Participant may participate
in the Plan only by means of payroll deduction and may not make contributions by lump sum payment for any Offering Period.


 


5.3            Payroll
Deductions. Except as otherwise provided herein or in the applicable Offering Document, payroll deductions for a Participant
shall commence on the first payday following the Enrollment Date and shall end on the last payday in the Offering Period to which
the Participant’s authorization is applicable, unless sooner terminated by the Participant as provided in Article VII or
suspended by the Participant or the Administrator as provided in Section 5.2 and Section 5.6, respectively.
Notwithstanding any other provisions of the Plan to the contrary, in any non-U.S. jurisdiction 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; provided, however, that, for any Offering under the Section 423 Component, the Administrator
shall take into consideration any limitations under Section 423 of the Code when applying an alternative method of
contribution.


 


5.4            Effect
of Enrollment. A Participant’s completion of a subscription agreement will enroll such Participant in the Plan for each subsequent
Offering Period on the terms contained therein until the Participant either submits a new subscription agreement, withdraws from participation
under the Plan as provided in Article VII or otherwise becomes ineligible to participate in the Plan.


 


5.5            Limitation
on Purchase of Shares. An Eligible Employee may be granted rights under the Section 423 Component only if such rights, together
with any other rights granted to such Eligible Employee under “employee stock purchase plans” of the Company, any Parent or
any Subsidiary, as specified by Section 423(b)(8) of the Code, do not permit such employee’s rights to purchase stock
of the Company or any Parent or Subsidiary to accrue at a rate that exceeds $25,000 of the fair market value of such stock (determined
as of the first day of the Offering Period during which such rights are granted) for each calendar year in which such rights are outstanding
at any time. This limitation shall be applied in accordance with Section 423(b)(8) of the Code.


 


5.6            Suspension
of Payroll Deductions. Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code
and Section 5.5 (with respect to the Section 423 Component) or the other limitations set forth in this Plan, a Participant’s
payroll deductions may be suspended by the Administrator at any time during an Offering Period. The balance of the amount credited to
the account of each Participant that has not been applied to the purchase of Shares by reason of Section 423(b)(8) of the Code,
Section 5.5 (with respect to the Section 423 Component) or the other limitations set forth in this Plan shall be paid to such
Participant in one lump sum in cash within 30 days after the Purchase Date.


 






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5.7            Foreign
Employees. In order to facilitate participation in the Plan, the Administrator may provide for such special terms,
rules and procedures applicable to Participants who are citizens or residents of a foreign jurisdiction, or who are employed by
a Designated Subsidiary outside of the United States, as the Administrator may consider necessary or appropriate to accommodate
differences in local law, tax policy or custom. Except as permitted by Section 423 of the Code, with respect to the
Section 423 Component, such special terms may not be more favorable than the terms of rights granted under the Section 423
Component to Eligible Employees who are residents of the United States. Such special terms may be set forth in an addendum to the
Plan in the form of an appendix or sub-plan (which appendix or sub-plan may be designed to govern Offerings under the
Section 423 Component or the Non-Section 423 Component, as determined by the Administrator). 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 except as otherwise set forth therein. The adoption of any such appendix or sub-plan shall be pursuant to
Section 11.2(f) and any other applicable provision herein. 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.


 


5.8            Leave
of Absence. During leaves of absence approved by the Company meeting the requirements of Treasury Regulation Section 1.421-1(h)(2) under
the Code, unless otherwise set forth in the terms of an Offering Document, a Participant may continue participation in the Plan by making
cash payments to the Company on his or her normal payday equal to the Participant’s authorized payroll deduction.


 


ARTICLE VI.


GRANT AND EXERCISE OF RIGHTS


 


6.1            Grant
of Rights. On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering Period shall be granted
a right to purchase the maximum number of Shares specified under Section 4.2, subject to the limits in Section 5.5, and shall
have the right to buy, on each Purchase Date during such Offering Period (at the applicable Purchase Price), such number of whole Shares
as is determined by dividing (a) such Participant’s payroll deductions accumulated prior to such Purchase Date and retained
in the Participant’s account as of the Purchase Date, by (b) the applicable Purchase Price (rounded down to the nearest Share).
The right shall expire on the last day of the applicable Offering Period, or if earlier, the date on which the Participant withdraws in
accordance with Section 7.1 or Section 7.3.


 


6.2            Exercise
of Rights. On each Purchase Date, each Participant’s accumulated payroll deductions and any other additional payments specifically
provided for herein or in the applicable Offering Document will be applied to the purchase of whole Shares, up to the maximum number of
Shares permitted pursuant to the terms of the Plan and the applicable Offering Document, at the Purchase Price. No fractional Shares shall
be issued upon the exercise of rights granted under the Plan, unless the Offering Document specifically provides otherwise. Any cash in
lieu of fractional Shares remaining after the purchase of whole Shares upon exercise of a purchase right will be credited to a Participant’s
account and carried forward and applied toward the purchase of whole Shares for the next following Offering Period. Shares issued pursuant
to the


 


Plan may be evidenced in such manner as the Administrator
may determine and may be issued in certificated form or issued pursuant to book-entry procedures.


 


6.3            Pro
Rata Allocation of Shares. If the Administrator determines that, on a given Purchase Date, the number of Shares with respect to
which rights are to be exercised may exceed (a) the number of Shares that were available for issuance under the Plan on the
Enrollment Date of the applicable Offering Period, or (b) the number of Shares available for issuance under the Plan on such
Purchase Date, the Administrator may in its sole discretion provide that the Company shall make a pro rata allocation of the Shares
available for purchase on such Enrollment Date or Purchase Date, as applicable, in as uniform a manner as shall be practicable and
as it shall determine in its sole discretion to be equitable among all Participants for whom rights to purchase Shares are to be
exercised pursuant to this Article VI on such Purchase Date, and shall either (i) continue all Offering Periods then in
effect, or (ii) terminate any or all Offering Periods then in effect pursuant to Article IX. The Company may make pro rata
allocation of the Shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence,
notwithstanding any authorization of additional Shares for issuance under the Plan by the Company’s stockholders subsequent to
such Enrollment Date. The balance of the amount credited to the account of each Participant that has not been applied to the
purchase of Shares shall be paid to such Participant without interest in one lump sum in cash as soon as reasonably practicable
after the Purchase Date, or such earlier date as determined by the Administrator.


 






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6.4           Withholding.
At the time a Participant’s rights under the Plan are exercised, in whole or in part, or at the time some or all of the Shares issued
under the Plan is disposed of, the Participant must make adequate provision for the Company’s federal, state, or other tax withholding
obligations, if any, that arise upon the exercise of the right or the disposition of the Shares. At any time, the Company may, but shall
not be obligated to, withhold from the Participant’s compensation or Shares received pursuant to the Plan the amount necessary for
the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions
or benefits attributable to sale or early disposition of Shares by the Participant.


 


6.5            Conditions
to Issuance of Shares. The Company shall not be required to issue or deliver any certificate or certificates for, or make any
book entries evidencing, Shares purchased upon the exercise of rights under the Plan prior to fulfillment of all of the following
conditions: (a) the admission of such Shares to listing on all stock exchanges, if any, on which the Shares are then listed;
(b) the completion of any registration or other qualification of such Shares under any state or federal law or under the
rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, that the Administrator
shall, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any
state or federal governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or
advisable; (d) the payment to the Company of all amounts that it is required to withhold under federal, state or local law upon
exercise of the rights, if any; and (e) the lapse of such reasonable period of time following the exercise of the rights as the
Administrator may from time to time establish for reasons of administrative convenience.


 


ARTICLE VII.


WITHDRAWAL;
CESSATION OF ELIGIBILITY


 


7.1            Withdrawal.
A Participant may withdraw all but not less than all of the payroll deductions credited to his or her account and not yet used to exercise
his or her rights under the Plan at any time by giving written notice to the Company in a form acceptable to the Company no later than
two calendar weeks prior to the end of the then-applicable Purchase Period (or such shorter or longer period as may be specified by
the Administrator in the applicable Offering Document). All of the Participant’s payroll deductions credited to his or her account
during such Purchase Period and not yet used to exercise rights under the Plan shall be paid to such Participant as soon as reasonably
practicable after receipt of notice of withdrawal, such Participant’s rights for the Offering Period shall be automatically terminated,
and no further payroll deductions for the purchase of Shares shall be made for such Offering Period. If a Participant withdraws from an
Offering Period (including by virtue of a suspension as described in Section 5.2(c) above), payroll deductions shall not resume
at the beginning of any subsequent Offering Period unless the Participant is an Eligible Employee and timely delivers to the Company a
new subscription agreement by the applicable enrollment deadline for any such subsequent Offering Period, as determined by the Administrator.


 


7.2            Future
Participation. A Participant’s withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate
in any similar plan that may hereafter be adopted by the Company or a Designated Subsidiary or in any subsequent Offering Period that
commences on or after the Participant’s withdrawal from any Offering Period.


 






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7.3            Cessation
of Eligibility. Upon a Participant’s ceasing to be an Eligible Employee for any reason, he or she shall be deemed to have
elected to withdraw from the Plan pursuant to this Article VII and the payroll deductions credited to such Participant’s
account during the then-current Purchase Period shall be paid to such Participant or, in the case of his or her death, to the
Participant’s Designated Beneficiary, within 30 days following such Participant’s ceasing to be an Eligible Employee,
and such Participant’s rights for the Offering Period shall be automatically terminated. For clarity, if a Participant
transfers employment from the Company or any Designated Subsidiary participating in either the Section 423 Component or Non-
Section 423 Component to any Designated Subsidiary that is neither participating in the Section 423 Component nor the
Non-Section 423 Component, then, in any case, such transfer shall be treated as a termination of employment under the Plan and
the Participant shall be deemed to have withdrawn from the Plan pursuant to this Article VII and the payroll deductions
credited to such Participant’s account during the then-current Purchase Period shall be paid to such Participant within 30
days following such Participant’s transfer of employment, and such Participant’s participation in the Offering Period
shall be automatically terminated. If a Participant transfers employment from the Company or any Designated Subsidiary participating
in the Section 423 Component to any Designated Subsidiary participating in the Non- Section 423 Component, such transfer
shall not be treated as a termination of employment under the Plan, but the Participant shall immediately cease to participate in
the Section 423 Component; however, any contributions made for the then-current Purchase Period in which such transfer occurs
shall be transferred to the Non-Section 423 Component, and such Participant shall immediately join the then-current Offering
under the Non-Section 423 Component upon the same terms and conditions in effect for the Participant’s participation in
the Section 423 Component, except for such modifications otherwise applicable for Participants in such Offering. A Participant
who transfers employment from any Designated Subsidiary participating in the Non-Section 423 Component to the Company or any
Designated Subsidiary participating in the Section 423 Component shall not be treated as terminating the Participant’s
employment under the Plan and shall remain a Participant in the Non-Section 423 Component until the earlier of (i) the end
of the current Offering Period under the Non-Section 423 Component or (ii) the Enrollment Date of the first Offering
Period in which the Participant is eligible to participate following such transfer. Notwithstanding the foregoing, the Administrator
may establish different rules to govern transfers of employment between entities participating in the Section 423
Component and the Non-Section 423 Component, consistent with the applicable requirements of Section 423 of the Code (to
the extent applicable) and other Applicable Law.


 


ARTICLE VIII.


ADJUSTMENTS
UPON CHANGES IN SHARES


 


8.1            Changes
in Capitalization. Subject to Section 8.3, in the event that the Administrator determines that any dividend or other distribution
(whether in the form of cash, Shares, other securities, or other property), Change of Control, reorganization, merger, amalgamation, consolidation,
combination, repurchase, redemption, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all
or substantially all of the assets of the Company, or sale or exchange of Shares or other securities of the Company, issuance of warrants
or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event, as determined
by the Administrator, affects the Shares such that an adjustment is determined by the Administrator to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect
to any outstanding purchase rights under the Plan, the Administrator shall make equitable adjustments, if any, and, solely with respect
to the Section 423 Component of the Plan, subject to stockholder approval if required to comply with Section 423 of the Code,
to reflect such change with respect to (a) the aggregate number and type of Shares (or other securities or property) that may be
issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 and the limitations established
in each Offering Document pursuant to Section 4.2 on the maximum number of Shares that may be purchased); (b) the class(es)
and number of Shares and price per Share subject to outstanding rights; and (c) the Purchase Price with respect to any outstanding
rights.


 


8.2            Other
Adjustments. Subject to Section 8.3, in the event of any transaction or event described in Section 8.1 or any unusual
or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the
Company or any affiliate, or of changes in Applicable Law or accounting principles, the Administrator, in its discretion, and on
such terms and conditions as it deems appropriate, is hereby authorized to take any one or more of the following actions whenever
the Administrator determines that such action is appropriate in order to prevent the dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan or with respect to any right under the Plan, to facilitate such
transactions or events or to give effect to such changes in laws, regulations or principles:


 


(a)            To
provide for either (i) termination of any outstanding right in exchange for an amount of cash, if any, equal to the amount that would
have been obtained upon the exercise of such right had such right been currently exercisable or (ii) the replacement of such outstanding
right with other rights or property selected by the Administrator in its sole discretion;


 






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(b)            To
provide that the outstanding rights under the Plan shall be assumed by the successor or survivor corporation, or a parent or subsidiary
thereof, or shall be substituted for by similar rights covering the stock of the successor or survivor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and prices;


 


(c)            To
make adjustments in the number and type of Shares (or other securities or property) subject to outstanding rights under the Plan and/or
in the terms and conditions of outstanding rights and rights that may be granted in the future;


 


(d)            To
provide that Participants’ accumulated payroll deductions may be used to purchase Shares prior to the next occurring Purchase Date
on such date as the Administrator determines in its sole discretion and the Participants’ rights under the ongoing Offering Period(s) shall
be terminated; and


 


(e)            To provide that all outstanding rights shall terminate without being exercised.



 


8.3            No
Adjustment Under Certain Circumstances. Unless determined otherwise by the Administrator, no adjustment or action described in this
Article VIII or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause the
Section 423 Component of the Plan to fail to satisfy the requirements of Section 423 of the Code.


 


8.4            No
Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation
of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or
any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan
or pursuant to action of the Administrator under the Plan, no issuance by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares
subject to outstanding rights under the Plan or the Purchase Price with respect to any outstanding rights.


 


ARTICLE IX.


AMENDMENT, MODIFICATION AND
TERMINATION


 


9.1            Amendment,
Modification and Termination. The Administrator may amend, suspend or terminate the Plan at any time and from time to time; provided,
however, that approval of the Company’s stockholders shall be required to amend the Plan to increase the aggregate number, or
change the type, of shares that may be sold pursuant to rights under the Plan under Section 3.1 (other than an adjustment as provided
by Article VIII) or as may otherwise be required under Section 423 of the Code.


 


9.2            Certain
Changes to Plan. Without stockholder consent and without regard to whether any Participant rights may be considered to have been adversely
affected (and, with respect to the Section 423 Component of the Plan, to the extent permitted by Section 423 of the Code), the
Administrator shall be entitled to change or terminate the Offering Periods, limit the frequency and/or number of changes a Participant
may make in the amount withheld from Compensation during an Offering Period, establish the exchange ratio applicable to amounts withheld
in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust
for delays or mistakes in the Company’s processing of payroll withholding elections, establish reasonable waiting and adjustment
periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Shares for each Participant properly
correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as the
Administrator determines in its sole discretion to be advisable that are consistent with the Plan.


 






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9.3           Actions
In the Event of Unfavorable Financial Accounting Consequences. In the event the Administrator determines that the ongoing
operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion
and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including,
but not limited to:


 


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


 


(b)            shortening
any Offering Period so that the Offering Period ends on a new or earlier Purchase Date, including an Offering Period underway at the time
of the Administrator action;


 


(c) allocating Shares; and



 


(d)            such
other changes and modifications as the Administrator determines are necessary or appropriate.


 


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


 


9.4            Payments
Upon Termination of Plan. 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, or if the Administrator so determines, the then-current Offering
Period may be shortened so that the purchase of Shares occurs prior to the termination of the Plan.


 


ARTICLE X.


TERM OF PLAN


 


The Plan shall become effective
on the Effective Date and shall continue until terminated by the Board in accordance with Section 9.1. No right may be granted under
the Plan prior to the Effective Date. No rights may be granted under the Plan during any period of suspension of the Plan or after termination
of the Plan.


 


ARTICLE XI.


ADMINISTRATION


 


11.1         Administrator.
Unless otherwise determined by the Board, the Administrator of the Plan shall be the Compensation Committee of the Board (or another committee
or a subcommittee of the Board to which the Board delegates administration of the Plan). The Board may at any time vest in the Board any
authority or duties for administration of the Plan. The Administrator 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.


 


11.2         Authority
of Administrator. The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the
Plan:


 


(a)            To
determine when and how rights to purchase Shares shall be granted and the provisions of each offering of such rights (which need not be
identical).


 


(b)            To
designate from time to time which Subsidiaries of the Company shall be Designated Subsidiaries, which designation may be made without
the approval of the stockholders of the Company.


 


(c)            To
impose a mandatory holding period pursuant to which Participants may not dispose of or transfer Shares purchased under the Plan for a
period of time determined by the Administrator in its discretion.


 


(d)            To
construe and interpret the Plan and rights granted under it, and to establish, amend and revoke rules and regulations for its administration.
The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the
extent it shall deem necessary or expedient to make the Plan fully effective.


 


(e)            To amend, suspend or terminate the Plan as provided in Article IX.



 


(f)            Generally,
to exercise such powers and to perform such acts as the Administrator deems necessary or expedient to promote the best interests of
the Company and its Subsidiaries and to carry out the intent that the Plan be treated as an “employee stock purchase
plan” within the meaning of Section 423 of the Code for the Section 423 Component.


 






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(g)            To
adopt annexes or sub-plans applicable to particular Designated Subsidiaries or locations, which annexes or sub-plans may be designed to
be outside the scope of Section 423 of the Code. The rules of such annexes or sub-plans may take precedence over other provisions
of this Plan, with the exception of Section 3.1, but unless otherwise superseded by the terms of such annex or sub-plan, the provisions
of this Plan shall govern the operation of such annex or sub-plan.


 


11.3          Decisions
Binding. The Administrator’s interpretation of the Plan, any rights granted pursuant to the Plan, any subscription agreement
and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties.


 


ARTICLE XII.


MISCELLANEOUS


 


12.1          Restriction
upon Assignment. A right granted under the Plan shall not be transferable other than by will or the Applicable Laws of descent and
distribution, and shall be exercisable during the Participant’s lifetime only by the Participant. Except in the case of a Participant’s
death, a right under the Plan may not be exercised to any extent except by the Participant. The Company shall not recognize and shall
be under no duty to recognize any assignment or alienation of the Participant’s interest in the Plan, the Participant’s rights
under the Plan or any rights thereunder.


 


12.2          Rights
as a Stockholder. With respect to Shares subject to a right granted under the Plan, no Participant or Designated Beneficiary shall
be deemed to be a stockholder of the Company, and no Participant or Designated Beneficiary shall have any of the rights or privileges
of a stockholder, until such Shares have been issued to the Participant or the Designated Beneficiary following exercise of the Participant’s
rights under the Plan. No adjustments shall be made for dividends (ordinary or extraordinary, whether in cash securities, or other property)
or distribution or other rights for which the record date occurs prior to the date of such issuance, except as otherwise expressly provided
herein or as determined by the Administrator.


 


12.3          Interest.
No interest shall accrue on the payroll deductions or contributions of a Participant under the Plan.


 


12.4          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.


 


12.5          Equal
Rights and Privileges. Subject to Section 5.7, all Eligible Employees will have equal rights and privileges under the Section 423
Component so that the Section 423 Component of this Plan qualifies as an “employee stock purchase plan” within the meaning
of Section 423 of the Code. Subject to Section 5.7, any provision of the Section 423 Component that is inconsistent with
Section 423 of the Code will, without further act or amendment by the Company, the Board or the Administrator, be reformed to comply
with the equal rights and privileges requirement of Section 423 of the Code. Eligible Employees participating in the Non-Section 423
Component need not have the same rights and privileges as other Eligible Employees participating in the Non-Section 423 Component
or as Eligible Employees participating in the Section 423 Component.


 


12.6         Use
of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose,
and the Company shall not be obligated to segregate such payroll deductions.


 


12.7          Reports.
Statements of account shall be given to Participants at least annually, which statements shall set forth the amounts of payroll deductions,
the Purchase Price, the number of Shares purchased and the remaining cash balance, if any.


 


12.8          No
Employment Rights. Nothing in the Plan shall be construed to give any person (including any Eligible Employee or Participant) the
right to employment or service (or to remain in the employ or service) with the Company or any Parent or Subsidiary or affect the right
of the Company or any Parent or Subsidiary to terminate the employment or service of
any person (including any Eligible Employee or Participant) at any time, with or without cause.


 






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12.9         Notice
of Disposition of Shares. Each Participant shall give prompt notice to the Company of any disposition or other transfer of any
Shares purchased upon exercise of a right under the Section 423 Component of the Plan if such disposition or transfer is made:
(a) within two years from the Enrollment Date of the Offering Period in which the Shares were purchased or (b) within one
year after the Purchase Date on which such Shares were purchased. Such notice shall specify the date of such disposition or other
transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Participant in
such disposition or other transfer.


 


12.10       Limitations
on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee or
agent of the Company or any Subsidiary will be liable to any Participant, former Participant, Designated Beneficiary or any other
person for any claim, loss, liability, or expense incurred in connection with the Plan or any Offering Period, and such individual
will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity
as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and
hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or
delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including
attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval)
arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.


 


12.11       Data
Privacy. As a condition for participation in the Plan, each Participant explicitly and unambiguously consents to the collection,
use and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its
Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the
Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the
Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number;
salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and participation details, to
implement, manage and administer the Plan and any Offering Period(s) (the “Data”). The Company and
its Subsidiaries and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a
Participant’s participation in the Plan and any Offering Period(s), and the Company and its Subsidiaries and affiliates may
transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients
may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy
laws and protections than the recipients’ country. By participating in any Offering Period under the Plan, each Participant
authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement,
administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other
third party with whom the Company or the Participant may elect to deposit any Shares. The Data related to a Participant will be held
only as long as necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant may,
at any time, view the Data that the Company holds regarding such Participant, request additional information about the storage and
processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or
refuse or withdraw the consents in this Section 12.11 in writing, without cost, by contacting the local human resources
representative. If the Participant refuses or withdraws the consents in this Section 12.11, and the Company may cancel
Participant’s ability to participate in the Plan or any Offering Period(s). For more information on the consequences of
refusing or withdrawing consent, Participants may contact their local human resources representative.


 


12.12        Severability.
If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will
not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been
excluded, and the illegal or invalid action will be null and void.


 


12.13       Titles
and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text,
rather than such titles or headings, will control.


 






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12.14        Conformity
to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding
anything herein to the contrary, the Plan and all Offering Periods will be administered only in conformance with Applicable Laws. To
the extent Applicable Laws permit, the Plan and all Offering Periods will be deemed amended as necessary to conform to Applicable Laws.


 


12.15       Relationship
to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided
in writing in such other plan or an agreement thereunder.


 


12.16        Governing
Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced in accordance with the laws of the State
of Delaware, disregarding any state’s choice of law principles requiring the application of a jurisdiction’s laws other than
the State of Delaware.


 


12.17       Electronic
Forms. To the extent permitted by Applicable Law and in the discretion of the Administrator, an Eligible Employee may submit any form
or notice as set forth herein by means of an electronic form approved by the Administrator. Before the commencement of an Offering Period,
the Administrator shall prescribe the time limits within which any such electronic form shall be submitted to the Administrator with respect
to such Offering Period in order to be a valid election.


 


12.18       Section 409A.
The Section 423 Component of the Plan and the rights to purchase Shares granted pursuant to Offerings thereunder are intended to
be exempt from the application of Section 409A of the Code and the U.S. Department of Treasury Regulations and other interpretive
guidance issued thereunder (collectively, “Section 409A”). Neither the Non-Section 423 Component
nor any right to purchase Shares granted pursuant to an Offering thereunder 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 right to purchase Shares granted under the Plan may be or become subject to Section 409A or that
any provision of the Plan may cause a right to purchase Shares 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.


 


*****


 






    	 	G-15