Exhibit 10.8


 


[NEW STARSHIP PARENT INC.]

OMNIBUS INCENTIVE PLAN


 


Section 1. Purpose. The purpose of the [New
Starship Parent Inc.] Omnibus Incentive Plan (as amended from time to time, the “Plan”) is to motivate and reward employees
and other individuals to perform at the highest level and contribute significantly to the success of [New Starship Parent Inc.], a Delaware
corporation (the “Company”), thereby furthering the best interests of the Company and its shareholders. The Plan (including
any Sub-plans established hereunder in accordance with ‎Section 4(c)) shall serve as the
primary plan under which equity-based incentives are awarded on a worldwide basis to Participants.


 


Section 2. Definitions. As used in the Plan,
the following terms shall have the meanings set forth below:


 


(a) “Affiliate” means any entity
that, directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Company.


 


(b) “Award” means any Option,
SAR, Restricted Stock, RSU, Performance Award, Other Cash-Based Award or Other Stock-Based Award granted under the Plan.


 


(c) “Award Agreement” means
any agreement, contract or other instrument or document (including in electronic form) evidencing any Award granted under the Plan, which
may, but need not, be executed or acknowledged by a Participant.


 


(d) “Beneficial Owner” has the
meaning ascribed to such term in Rule 13d-3 under the Exchange Act.


 


(e) “Beneficiary” means a Person
entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of a Participant’s
death. If no such Person can be named or is named by a Participant, or if no Beneficiary designated by a Participant is eligible to receive
payments or other benefits or exercise rights that are available under the Plan at a Participant’s death, such Participant’s
Beneficiary shall be such Participant’s estate.


 


(f) “Board” means the Board
of Directors of the Company.


 


(g) “Cause” is as defined in
Participant’s Service Agreement, if any, or Award Agreement or, if not so defined, means: (i) any theft, fraud, embezzlement, dishonesty,
willful misconduct, breach of fiduciary duty for personal profit, falsification of any documents or records of the Company or any of its
Affiliates, felony or similar act by Participant (whether or not related to Participant’s relationship with the Company); (ii) an
act of moral turpitude by Participant, or any act that causes significant injury to, or is otherwise adversely affecting, the reputation,
business, assets, operations or business relationship of the Company (or a Subsidiary or Affiliate, when applicable); (iii) any breach
by Participant of any material agreement with or of any material duty of Participant to the Company or any Subsidiary or Affiliate thereof
(including breach of confidentiality, non-disclosure, non-use non-competition or non-solicitation covenants towards the Company or any
of its Affiliates) or failure to abide by code of conduct or other policies (including, without limitation, policies relating to confidentiality
and reasonable workplace conduct); or (iv) any act which constitutes a breach of a Participant’s fiduciary duty towards the Company
or an Affiliate or Subsidiary, including disclosure of confidential or proprietary information thereof or acceptance or solicitation to
receive unauthorized or undisclosed benefits, irrespective of their nature, or funds, or promises to receive either, from individuals,
consultants or corporate entities that the Company or a Subsidiary does business with; (v) Participant’s unauthorized use, misappropriation,
destruction, or diversion of any tangible or intangible asset or corporate opportunity of the Company or any of its Affiliates (including,
without limitation, the improper use or disclosure of confidential or proprietary information); or (vi) any circumstances that constitute
grounds for termination for cause under Participant’s Service Agreement with the Company or Affiliate, to the extent applicable.
For the avoidance of doubt, the determination as to whether a termination is for Cause for purposes of this Plan, shall be made in good
faith by the Committee and shall be final and binding on Participant.


 






     


     


    

 


(h) “Change in Control” means
the occurrence of any one or more of the following events:


 


(i) any Person, other than (A) any employee
plan established by the Company or any Subsidiary, (B) the Company or any of its Affiliates, (C) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (D) an entity owned, directly or indirectly, by shareholders of the Company in substantially
the same proportions as their ownership of the Company, is (or becomes, during any 12-month period) the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly
from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing
50% or more of the total voting power of the stock of the Company; provided that the provisions of this subsection ‎(i)
are not intended to apply to or include as a Change in Control any transaction that is specifically excepted from the definition of Change
in Control under subsection ‎(iii) below;


 


(ii) a change in the composition of the
Board such that, during any 12-month period, the individuals who, as of the beginning of such period, constitute the Board (the “Existing
Board”) cease for any reason to constitute at least 50% of the Board; provided, however, that any individual becoming
a member of the Board subsequent to the beginning of such period whose election, or nomination for election by the Company’s shareholders,
was approved by a vote of at least a majority of the Directors immediately prior to the date of such appointment or election shall be
considered as though such individual were a member of the Existing Board; provided further, that, notwithstanding the foregoing,
no individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms
are used in Rule 14a-11 or Regulation 14A promulgated under the Exchange Act or successor statutes or rules containing analogous concepts)
or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate
or other entity or Person other than the Board, shall in any event be considered to be a member of the Existing Board;


 


(iii) the consummation of a merger, amalgamation
or consolidation of the Company with any other corporation or other entity, or the issuance of voting securities in connection with such
a transaction pursuant to applicable stock exchange requirements; provided that immediately following such transaction the voting
securities of the Company outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity of such transaction or parent entity thereof) 50% or more of the total voting
power of the Company’s stock (or, if the Company is not the surviving entity of such merger or consolidation, 50% or more of the
total voting power and total fair market value of the stock of such surviving entity or parent entity thereof); and provided, further,
that such a transaction effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes
the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such
Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company
or its Affiliates of a business) representing 50% or more of either the then-outstanding Shares or the combined voting power and total
fair market value of the Company’s then-outstanding voting securities shall not be considered a Change in Control; or


 


(iv) the sale or disposition by the Company
of all or substantially all of the Company’s assets in which any Person acquires (or has acquired during the 12-month period ending
on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to
more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.


 






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Notwithstanding the foregoing, (A) no Change in Control shall be deemed
to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders
of the Shares immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership
in an entity which owns substantially all of the assets of the Company immediately prior to such transaction or series of transactions
and (B) no Change in Control shall be deemed to have occurred upon the acquisition of additional control of the Company by any Person
that is considered to effectively control the Company. In no event will a Change in Control be deemed to have occurred if any Participant
is part of a “group” within the meaning of Section 13(d)(3) of the Exchange Act that effects a Change in Control. Notwithstanding
the foregoing or any provision of any Award Agreement to the contrary, for any Award that provides for accelerated distribution on a Change
in Control of amounts that constitute “deferred compensation” (as defined in Section 409A of the Code), if the event that
constitutes such Change in Control does not also constitute a change in the ownership or effective control of the Company, or in the ownership
of a substantial portion of the Company’s assets (in either case, as defined in Section 409A of the Code), such amount shall not
be distributed on such Change in Control but instead shall vest as of such Change in Control and shall be distributed on the scheduled
payment date specified in the applicable Award Agreement, except to the extent that earlier distribution would not result in the Participant
who holds such Award incurring interest or additional tax under Section 409A of the Code.


 


(i) “Code” means the Internal
Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in
the Code shall include any successor provision thereto.


 


(j) “Committee” means the compensation
committee of the Board unless another committee is designated by the Board If there is no compensation committee of the Board and the
Board does not designate another committee, references herein to the “Committee” shall refer to the Board.


 


(k) “Consultant” means any individual,
including an advisor, who is providing bona fide services to the Company or any Subsidiary or who has accepted an offer of service
or consultancy from the Company or any Subsidiary. For purposes of the Plan, in the case of a Consultant, references to employment shall
be deemed to refer to such Consultant’s service in such capacity, but in no event shall the Plan or any action taken hereunder be
construed to create an employer-employee relationship between any such Consultant and the Company or of any of its Affiliates.


 


(l) “Director” means any member
of the Board.


 


(m) “Effective Date” means the
effective date of the consummation of the merger contemplated by the Plan of Reorganization, subject to approval of the Plan by the stockholders
of the Company.


 


(n) “Employee” means any individual,
including any officer, employed by the Company or any Subsidiary or, to the extent permitted by applicable law, a non-Subsidiary Affiliate,
or any prospective employee or officer who has accepted an offer of employment from the Company or any Subsidiary or, to the extent permitted
by applicable law, a non-Subsidiary Affiliate, with the status of employment determined based upon such factors as are deemed appropriate
by the Committee in its discretion, subject to any requirements of the Code or applicable laws; provided
that any such person may not receive any payment or exercise any right relating to an Award until such person has commenced employment
or service with the Company or its Subsidiaries. An employee on an approved leave of absence (including maternity leave) shall be considered
as still in the employment of the Company or its Subsidiaries for purposes of eligibility for participation in the Plan.


 






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(o) “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a
provision in the Exchange Act shall include any successor provision thereto.


 


(p) “Fair Market Value” means
(i) with respect to Shares, the closing price of a Share on the trading day immediately preceding the date of determination (or, if there
is no reported sale on such date, on the last preceding date on which any reported sale occurred), on the principal stock market or exchange
on which the Shares are quoted or traded, or if Shares are not so quoted or traded, the fair market value of a Share as determined by
the Committee, and (ii) with respect to any property other than Shares, the fair market value of such property determined by such methods
or procedures as shall be established from time to time by the Committee.


 


(q) “Incentive Stock Option”
means an option representing the right to purchase Shares from the Company, granted pursuant to ‎Section
6, that meets the requirements of Section 422 of the Code.


 


(r) “Intrinsic Value” with respect
to an Option or SAR Award means (i) the excess, if any, of the price or implied price per Share in a Change in Control or other event
over (ii) the exercise or hurdle price of such Award multiplied by (iii) the number of Shares covered by such
Award.


 


(s) “Non-Employee Director”
means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either
directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a Director
(except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities
Act (“Regulation S-K”)), does not possess an interest in any other transaction for which disclosure would be required
under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to
Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.


 


(t) “Non-Qualified Stock Option”
means an option representing the right to purchase Shares from the Company, granted pursuant to ‎Section
6, that is not an Incentive Stock Option.


 


(u) “Option” means an Incentive
Stock Option or a Non-Qualified Stock Option.


 


(v) “Other Cash-Based Award”
means an Award granted pursuant to ‎Section 11, including cash awarded as a bonus or upon
the attainment of specified performance criteria or otherwise as permitted under the Plan.


 


(w) “Other Stock-Based Award”
means an Award granted pursuant to ‎Section 11 that may be denominated or payable in,
valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of Shares,
including convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares,
dividend rights or dividend equivalent rights or Awards with value and payment contingent upon performance of the Company or business
units thereof or any other factors designated by the Committee.


 






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(x) “Participant” means the
recipient of an Award granted under the Plan.


 


(y) “Performance Award” means
an Award granted pursuant to ‎Section 10.


 


(z) “Performance Period” means
the period established by the Committee with respect to any Performance Award during which the performance goals specified by the Committee
with respect to such Award are to be measured.


 


(aa) “Person” has the meaning
ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group”
as defined in Section 13(d) thereof.


 


(bb) “Plan of Reorganization”
means that certain the Agreement and Plan of Reorganization, dated as of February 3, 2021, by and among the Company, Payoneer, Inc. Delaware
corporation, and certain other persons named therein and party thereto.


 


(cc) “Restricted Stock” means
any Share subject to certain restrictions and forfeiture conditions, granted pursuant to ‎Section
8.


 


(dd) “Rule 16b-3” means Rule
16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.


 


(ee) “RSU” means a contractual
right granted pursuant to ‎Section 9 that is denominated in Shares. Each RSU represents
a right to receive the value of one Share (or a percentage of such value) in cash, Shares or a combination thereof. Awards of RSUs may
include the right to receive dividend equivalents.


 


(ff) “SAR” means a right granted
pursuant to ‎Section 7 to receive upon exercise
by the Participant or settlement, in cash, Shares or a combination thereof, the excess of (i) the Fair Market Value of one Share
on the date of exercise or settlement over (ii) the exercise or hurdle price of the right on the date of grant.


 


(gg) “Service Agreement” means
any employment, severance, consulting or similar agreement between the Company or any of its Affiliates and a Participant.


 


(hh) “Share” means a share of
the Company’s Class A common stock, $0.01 par value.


 


(ii) “Subsidiary” means an entity
of which the Company directly or indirectly holds all or a majority of the value of the outstanding equity interests of such entity or
a majority of the voting power with respect to the voting securities of such entity. Whether employment by or service with a Subsidiary
is included within the scope of the Plan shall be determined by the Committee.


 






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(jj) “Substitute Award” means
an Award granted in assumption of, or in substitution for, an outstanding award previously granted by a company or other business acquired
by the Company or with which the Company combines.


 


(kk) “Termination of Service”
means, in the case of a Participant who is an Employee, cessation of the employment relationship such that the Participant is no longer
an employee of the Company or any Subsidiary, or, in the case of a Participant who is a Consultant or Non-Employee Director, the date
the performance of services for the Company or any Subsidiary has ended; provided, however, that in the case of a Participant
who is an Employee, the transfer of employment from the Company to a Subsidiary, from a Subsidiary to the Company, from one Subsidiary
to another Subsidiary or, unless the Committee determines otherwise, the cessation of employee status but the continuation of the performance
of services for the Company or a Subsidiary as a Director or Consultant shall not be deemed a cessation of service that would constitute
a Termination of Service; provided, further, that a Termination of Service shall be deemed to occur for a Participant employed
by, or performing services for, a Subsidiary when such Subsidiary ceases to be a Subsidiary unless such Participant’s employment
or service continues with the Company or another Subsidiary. Notwithstanding the foregoing, with respect to any Award subject to Section
409A of the Code (and not exempt therefrom), a Termination of Service occurs when a Participant experiences a “separation of service”
(as such term is defined under Section 409A of the Code).


 


Section 3. Eligibility.


 


(a) Any Employee, Non-Employee Director or Consultant
shall be eligible to be selected to receive an Award under the Plan, to the extent that an offer or receipt of an Award is permitted by
applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.


 


(b) Holders of equity compensation awards granted
by a company that is acquired by the Company (or whose business is acquired by the Company) or with which the Company combines are eligible
for grants of Substitute Awards under the Plan to the extent permitted under applicable regulations of any stock exchange on which the
Company is listed.


 


Section 4. Administration.


 


(a) Administration of the Plan. The Plan
shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon all parties, including
the Company, its shareholders, Participants and any Beneficiaries thereof. The Committee may issue rules and regulations for administration
of the Plan.


 


(b) Delegation of Authority. To the extent
permitted by applicable law, including under Section 157(c) of the Delaware General Corporation Law, the Committee may delegate to one
or more officers of the Company some or all of its authority under the Plan, including the authority to grant Options and SARs or other
Awards in the form of Share rights (except that such delegation shall not apply to any Award for a Person then covered by Section 16
of the Exchange Act), and the Committee may delegate to one or more committees of the Board (which may consist of solely one Director)
some or all of its authority under the Plan, including the authority to grant all types of Awards, in accordance with applicable law.


 






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(c) Establishment of Sub-plans. The Board
shall have full discretion and authority to establish one or more sub-plans under the Plan to facilitate local administration of the Plan
in any jurisdiction in which the Company or any of its Affiliates operate and to conform the Plan to the legal requirements of any such
jurisdiction or to allow for favorable tax treatment under any applicable provision of tax law (each, a “Sub-plan”).
The Board shall establish such Sub-plans by adopting supplements to the Plan setting forth (i) such limitations on the Committee’s
discretion under the Plan as the Board deems necessary or desirable and (ii) such additional terms and conditions not otherwise inconsistent
with the Plan as the Board shall deem necessary or desirable.  All Sub-plans adopted by the Board shall be deemed to be part of the
Plan, but each Sub-plan shall apply only to Participants within the affected jurisdiction and the Company or an Affiliate, as applicable,
shall not be required to provide copies of any Sub-plan to Participants in any jurisdiction that is not affected.


 


(d) Authority of Committee. Subject to the
terms of the Plan and applicable law, the Committee (or its delegate) shall have full discretion and authority to: (i) designate
Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the
Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be
calculated in connection with) Awards; (iv) determine the terms and conditions of any Award and prescribe the form of each Award
Agreement, which need not be identical for each Participant; (v) determine whether, to what extent, under what circumstances and by which
methods Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement (including broker-assisted cashless
exercise), or any combination thereof, or canceled, forfeited or suspended; (vi) determine whether, to what extent and under what circumstances
cash, Shares, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either
automatically or at the election of the holder thereof or of the Committee; (vii) amend terms or conditions of any outstanding Awards;
(viii) correct any defect, supply any omission and reconcile any inconsistency in the Plan or any Award, in the manner and to the extent
it shall deem desirable to carry the Plan into effect; (ix) interpret and administer the Plan and any instrument or agreement relating
to, or Award made under, the Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees,
brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration
of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations;
and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration
of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.
Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant
Awards or administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee
herein.


 






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(e) Rule 16b-3 Compliance. To the
extent an Award is intended to qualify for the exemption from Section 16(b) of the Exchange Act that is available under Rule 16b-3 of
the Exchange Act, the Award will be granted by the Board or a Committee (or a subcommittee thereof) that consists solely of two or more
Non-Employee Directors, as determined under Rule 16b-3(b)(3) of the Exchange Act and thereafter any action establishing or modifying the
terms of the Award will be approved by the Board or a Committee (or a subcommittee) meeting such requirements to the extent necessary
for such exemption to remain available.


 


Section 5. Shares Available for Awards.


 


(a) Subject to adjustment as provided in ‎Section
5(c) and except for Substitute Awards, the maximum number of Shares available for issuance under the Plan shall not exceed in the aggregate
38,016,011 Shares. The total number of Shares available for issuance under the Plan shall be increased on the first day of each Company
fiscal year following the Effective Date in an amount equal to the lesser of (i) 4% of outstanding Shares on the last day of the immediately
preceding fiscal year and (ii) such number of Shares as determined by the Committee in its discretion. Shares underlying Substitute Awards
and Shares remaining available for grant under a plan of an acquired company or of a company with which the Company combines (whether
by way of amalgamation, merger, sale and purchase of shares or other securities or otherwise), appropriately adjusted to reflect the acquisition
or combination transaction, shall not reduce the number of Shares remaining available for grant hereunder.


 


(b) If any Award is forfeited, cancelled, expires,
terminates or otherwise lapses or is settled in cash, in whole or in part, without the delivery of Shares, then the Shares covered by
such forfeited, expired, terminated or lapsed Award shall again be available for grant under the Plan. The following shall become available
for issuance under the Plan: (i) any Shares withheld in respect of taxes relating to any Award and (ii) any Shares tendered
or withheld to pay the exercise price of Options.


 


(c) In the event that the Committee determines
that, as a result of any dividend or other distribution (other than an ordinary dividend or distribution), recapitalization, stock split,
reverse stock split, reorganization, merger, amalgamation, consolidation, separation, rights offering, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to acquire Shares or other securities
of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate transaction
or event affecting the Shares, or of changes in applicable laws, regulations or accounting principles, an adjustment is necessary in order
to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee
shall, subject to ‎Section 19 and applicable law, adjust equitably so as to ensure no
undue enrichment or harm (including by payment of cash), any or all of:


 


(i) the number and type of Shares (or
other securities) which thereafter may be made the subject of Awards, including the aggregate limits specified in ‎Section
5(a) and ‎Section 5(f);


 






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(ii) the number and type of Shares (or
other securities) subject to outstanding Awards;


 


(iii) the grant, acquisition, exercise
or hurdle price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding
Award; and


 


(iv) the terms and conditions of any
outstanding Awards, including the performance criteria of any Performance Awards;


 


provided, however, that the number of Shares subject
to any Award denominated in Shares shall always be a whole number.


 


(d) Any Shares delivered pursuant to an Award may
consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company.


 


(e) The aggregate value of all compensation granted
or paid, as applicable, to any individual for service as a Non-Employee Director with respect to any calendar year, including Awards granted
and cash fees paid by the Company to such Non-Employee Director, will not exceed (i) $750,000 in total value or (ii) in the event
such Non-Employee Director is first appointed or elected to the Board, $1,000,000 in total value during the initial annual period, in
each case calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting
purposes. The limitations in this Section 5(e) shall apply commencing with the first calendar year that begins following the Effective
Date.


 


(f) Subject to adjustment as provided in ‎Section
5(c)(i), the maximum number of Shares available for issuance with respect to Incentive Stock Options shall be 38,016,011. To the extent
that the aggregate Fair Market Value (determined at the time of grant) of Shares with respect to which Incentive Stock Options are exercisable
for the first time by any Optionholder during any calendar year (under all plans of the Company and any Affiliates) exceeds $100,000 (or
such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or
portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules
will be treated as Nonqualified Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).


 


Section 6. Options. The Committee is authorized
to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case
not inconsistent with the provisions of the Plan, as the Committee shall determine:


 


(a) The exercise price per Share under an Option
shall be determined by the Committee at the time of grant; provided, however, that, except in the case of Substitute Awards,
such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.


 






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(b) The term of each Option shall be fixed by the
Committee but shall not exceed 10 years from the date of grant of such Option.


 


(c) The Committee shall determine the methods by
which, and the forms in which payment of the exercise price with respect thereto may be made or deemed to have been made, including cash,
Shares, other Awards, other property, net settlement (including broker-assisted cashless exercise) or any combination thereof, having
a Fair Market Value on the exercise date equal to the relevant exercise price.


 


(d) To the extent an Option is not previously exercised
as to all of the Shares subject thereto, and, if the Fair Market Value of one Share is greater than the exercise price then in effect,
then the Option shall be deemed automatically exercised immediately before its expiration.


 


(e) No grant of Options may be accompanied by a
tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such Options
(except as provided under ‎Section 5(c)).


 


(f) The terms of any Incentive Stock Option granted
under the Plan shall comply in all respects with the provisions of Section 422 of the Code. Incentive Stock Options may be granted
only to employees of the Company or of a parent or subsidiary corporation (as defined in Section 424 of the Code).


 


Section 7. Stock Appreciation Rights. The
Committee is authorized to grant SARs to Participants with the following terms and conditions and with such additional terms and conditions,
in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:


 


(a) SARs may be granted under the Plan to Participants
either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need
not, relate to a specific Option granted under ‎Section 6.


 


(b) The exercise or hurdle price per Share under
a SAR shall be determined by the Committee; provided, however, that, except in the case of Substitute Awards, such exercise
or hurdle price shall not be less than the Fair Market Value of a Share on the date of grant of such SAR.


 


(c) The term of each SAR shall be fixed by the
Committee but shall not exceed 10 years from the date of grant of such SAR.


 


(d) Upon the exercise of a SAR, the Company shall
pay to the Participant an amount equal to the number of Shares subject to the SAR multiplied by the excess, if any, of the Fair Market
Value of one Share on the exercise date over the exercise or hurdle price of such SAR. The Company shall pay such excess in cash, in Shares
valued at Fair Market Value, or any combination thereof, as determined by the Committee.


 






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(e) To the extent a SAR is not previously exercised
as to all of the Shares subject thereto, and, if the Fair Market Value of one Share is greater than the exercise price then in effect,
then the SAR shall be deemed automatically exercised immediately before its expiration.


 


(f) No grant of SARs may be accompanied by a tandem
award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such SARs (except as
provided under ‎Section 5(c)).


 


Section 8. Restricted Stock. The Committee
is authorized to grant Awards of Restricted Stock to Participants with the following terms and conditions and with such additional terms
and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:


 


(a) The Award Agreement shall specify the vesting
schedule.


 


(b) Awards of Restricted Stock shall be subject
to such restrictions as the Committee may impose, which restrictions may lapse separately or in combination at such time or times, in
such installments or otherwise, as the Committee may deem appropriate.


 


(c) Subject to the restrictions set forth in the
applicable Award Agreement, a Participant generally shall have the rights and privileges of a shareholder with respect to Awards of Restricted
Stock, including the right to vote such Shares of Restricted Stock and the right to receive dividends.


 


(d) The Committee may, in its discretion, specify
in the applicable Award Agreement that any or all dividends or other distributions paid on Awards of Restricted Stock prior to vesting
be paid either in cash or in additional Shares and either on a current or deferred basis and that such dividends or other distributions
may be reinvested in additional Shares, which may be subject to the same restrictions as the underlying Awards.


 


(e) Any Award of Restricted Stock may be evidenced
in such manner as the Committee may deem appropriate, including book-entry registration.


 


(f) The Committee may provide in an Award Agreement
that an Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the
Award under Section 83(b) of the Code. If a Participant makes an election pursuant to Section 83(b) of the Code with
respect to an Award of Restricted Stock, such Participant shall be required to file promptly a copy of such election with the Company
and the applicable Internal Revenue Service office.


 


Section 9. RSUs. The Committee is authorized
to grant Awards of RSUs to Participants with the following terms and conditions and with such additional terms and conditions, in either
case not inconsistent with the provisions of the Plan, as the Committee shall determine:


 






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(a) The Award Agreement shall specify the vesting
schedule and the delivery schedule (which may include deferred delivery later than the vesting date).


 


(b) Awards of RSUs shall be subject to such restrictions
as the Committee may impose, which restrictions may lapse separately or in combination at such time or times, in such installments or
otherwise, as the Committee may deem appropriate.


 


(c) An RSU shall not convey to a Participant the
rights and privileges of a shareholder with respect to the Share subject to such RSU, such as the right to vote or the right to receive
dividends, unless and until and to the extent a Share is issued to such Participant to settle such RSU.


 


(d) The Committee may, in its discretion, specify
in the applicable Award Agreement that any or all dividend equivalents or other distributions paid on Awards of RSUs prior to vesting
or settlement, as applicable, be paid either in cash or in additional Shares and either on a current or deferred basis and that such dividend
equivalents or other distributions may be reinvested in additional Shares, which may be subject to the same restrictions as such Awards.


 


(e) Shares delivered upon the vesting and settlement
of an RSU Award may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration.


 


(f) The Committee may determine the form or forms
(including cash, Shares, other Awards, other property or any combination thereof) in which payment of the amount owing upon settlement
of any RSU Award may be made.


 


Section 10. Performance Awards. The Committee
is authorized to grant Performance Awards to Participants with the following terms and conditions and with such additional terms and conditions,
in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:


 


(a) Performance Awards may be denominated as a
cash amount, number of Shares or units or a combination thereof and are Awards that may be earned upon achievement or satisfaction of
performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance
Award by conditioning the grant to a Participant or the right of a Participant to exercise the Award or have it settled, and the timing
thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may use such
business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to
the terms of the Plan, the performance goals to be achieved during any Performance Period, the length of any Performance Period, the amount
of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined
by the Committee.


 






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(b) Performance criteria may be measured on an
absolute (e.g., plan or budget) or relative basis, and may be established on a corporate-wide basis, with respect to one or more
business units, divisions, Subsidiaries or business segments, or on an individual basis. If the Committee determines that a change in
the business, operations, corporate structure or capital structure of the Company, or the manner in which the Company conducts its business,
or other events or circumstances render the performance objectives unsuitable, the Committee may modify the performance objectives or
the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable such that it
does not provide any undue enrichment or harm. Performance measures may vary from Performance Award to Performance Award and from Participant
to Participant, and may be established on a stand-alone basis, in tandem or in the alternative. The Committee shall have the power to
impose such other restrictions on Awards subject to this ‎Section 10(b) as it may deem
necessary or appropriate to ensure that such Awards satisfy all requirements of any applicable law, stock market or exchange rules and
regulations or accounting or tax rules and regulations.


 


(c) Settlement of Performance Awards shall be in
cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined in the discretion of the Committee.


 


(d) A Performance Award shall not convey to a Participant
the rights and privileges of a shareholder with respect to the Share subject to such Performance Award, such as the right to vote (except
as relates to Restricted Stock) or the right to receive dividends, unless and until and to the extent a Share is issued to such Participant
to settle such Performance Award. The Committee, in its sole discretion, may provide that a Performance Award shall convey the right to
receive dividend equivalents on the Shares subject to such Performance Award with respect to any dividends declared during the period
that such Performance Award is outstanding, in which case, such dividend equivalent rights shall accumulate and shall be paid in cash
or Shares on the settlement date of the Performance Award, subject to the Participant’s earning of the Shares with respect to which
such dividend equivalents are paid upon achievement or satisfaction of performance conditions specified by the Committee. Shares delivered
upon the vesting and settlement of a Performance Award may be evidenced in such manner as the Committee may deem appropriate, including
book-entry registration. For the avoidance of doubt, unless otherwise determined by the Committee, no dividend equivalent rights shall
be provided with respect to any Shares subject to Performance Awards that are not earned or otherwise do not vest or settle pursuant to
their terms.


 


(e) The Committee may, in its discretion, increase
or reduce the amount of a settlement otherwise to be made in connection with a Performance Award.


 


Section 11. Other Cash-Based Awards and Other
Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant Other Cash-Based Awards (either
independently or as an element of or supplement to any other Award under the Plan) and Other Stock-Based Awards. The
Committee shall determine the terms and conditions of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right
granted under this ‎Section 11 shall be purchased for such consideration, and paid for
at such times, by such methods and in such forms, including cash, Shares, other Awards, other property, net settlement, broker-assisted
cashless exercise or any combination thereof, as the Committee shall determine; provided that the purchase price therefor shall
not be less than the Fair Market Value of such Shares on the date of grant of such right.


 






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Section 12. Effect of Termination of Service
or a Change in Control on Awards.


 


(a) The Committee may provide, by rule or
regulation or in any applicable Award Agreement, or may determine in any individual case, the circumstances in which, and the extent to
which, an Award may be exercised, settled, vested, paid or forfeited in the event of a Participant’s Termination of Service prior
to the end of a Performance Period or vesting, exercise or settlement of such Award.


 


(b) Subject to the last sentence of ‎Section
2(kk), the Committee may determine, in its discretion, whether, and the extent to which, (i) an Award will vest during a leave of absence,
(ii) a reduction in service level (for example, from full-time to part-time employment) will cause a reduction, or other change, to an
Award and (iii) a leave of absence or reduction in service will be deemed a Termination of Service.


 


(c) In the event of a Change in Control, the Committee
may, in its sole discretion, and on such terms and conditions as it deems appropriate, take any one or more of the following actions with
respect to any outstanding Award, which need not be uniform with respect to all Participants and/or Awards:


 


(i) continuation or assumption of such
Award by the Company (if it is the surviving corporation) or by the successor or surviving entity or its parent;


 


(ii) substitution or replacement of such
Award by the successor or surviving entity or its parent with cash, securities, rights or other property to be paid or issued, as the
case may be, by the successor or surviving entity (or a parent or subsidiary thereof), with substantially the same terms and value as
such Award (including any applicable performance targets or criteria with respect thereto);


 


(iii) acceleration of the vesting of
such Award and the lapse of any restrictions thereon and, in the case of an Option or SAR Award, acceleration of the right to exercise
such Award during a specified period (and the termination of such Option or SAR Award without payment of any consideration therefor to
the extent such Award is not timely exercised), in each case, either (A) immediately prior to or as of the date of the Change in Control,
(B) upon a Participant’s involuntary Termination of Service (including upon a termination of the Participant’s employment
by the Company (or a successor corporation or its parent) without Cause, by a Participant for “good reason” and/or due to
a Participant’s death or “disability”, as such terms may be defined in the applicable Award Agreement and/or a Participant’s
Service Agreement, as the case may be) on or within a specified period following the Change in Control or (C) upon the failure of the
successor or surviving entity (or its parent) to continue or assume such Award;


 






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(iv) in the case of a Performance Award,
determination of the level of attainment of the applicable performance condition(s); and


 


(v) cancellation of such Award in consideration
of a payment, with the form, amount and timing of such payment determined by the Committee in its sole discretion, subject to the following:
(A) such payment shall be made in cash, securities, rights and/or other property; (B) the amount of such payment shall equal the value
of such Award, as determined by the Committee in its sole discretion; provided that, in the case of an Option or SAR Award, if
such value equals the Intrinsic Value of such Award, such value shall be deemed to be valid; provided further that, if the Intrinsic
Value of an Option or SAR Award is equal to or less than zero, the Committee may, in its sole discretion, provide for the cancellation
of such Award without payment of any consideration therefor (for the avoidance of doubt, in the event of a Change in Control, the Committee
may, in its sole discretion, terminate any Option or SAR Awards for which the exercise or hurdle price is equal to or exceeds the per
Share value of the consideration to be paid in the Change in Control transaction without payment of consideration therefor); and (C) such
payment shall be made promptly following such Change in Control or on a specified date or dates following such Change in Control; provided
that the timing of such payment shall comply with Section 409A of the Code.


 


(d) In connection with any of the actions set forth
in Sections 12(c)(i) – (v), the Committee may, in its sole discretion, determine: (i) that any payments to Participants made in
respect of Awards shall be made or delayed (subject to Section 409A of the Code, where applicable) to the same extent that payment of
consideration to the holders of the Shares in connection with the Change of Control is made or delayed as a result of any escrow, indemnification,
earn out, holdback or any other contingent or deferred payment arrangement; (ii) the terms and conditions applying to the payment made
or payable to the Participants, including participation in any escrow, indemnification, earn-outs, holdback or any other contingent or
deferred payment arrangement; and (iii) that any terms and conditions applying under the applicable definitive transaction agreements
in connection with the Change in Control shall apply to the Participants (including, without limitation, appointment and engagement of
a stockholders’ or sellers’ representative, payment of fees or other costs and expenses associated with such services, indemnification
of such representative, and authorization to such representative within the scope of such representative’s authority in the applicable
definitive transaction agreements).


 


(e) Neither the authorities and powers of the Committee
under this ‎Section 12 nor the exercise or implementation thereof, shall (i) be restricted
or limited in any way by any adverse consequences (tax or otherwise) that may result to any holder of an Award, and (ii) as, inter
alia, being a feature of the Award upon its grant, be deemed to constitute a change or an amendment of the rights of such holder under
this Plan, nor shall any such adverse consequences (as well as any adverse tax consequences that may result from any tax ruling or other
approval or determination of any relevant tax authority) be deemed to constitute a change or an amendment of the rights of such holder
under this Plan, and may be effected without consent of any Participant and without any liability to the Company or its Affiliates or
to its or their respective officers, directors, employees and representatives and the respective successors and assigns of any of the
foregoing.


 






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Section 13. General Provisions Applicable to
Awards.


 


(a) Awards shall be granted for such cash or other
consideration, if any, as the Committee determines; provided that in no event shall Awards be issued for less than such minimal
consideration as may be required by applicable law.


 


(b) Awards may, in the discretion of the Committee,
be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company.
Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan
of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.


 


(c) Subject to the terms of the Plan, payments
or transfers to be made by the Company upon the grant, exercise or settlement of an Award may be made in the form of cash, Shares, other
Awards, other property, net settlement, or any combination thereof, as determined by the Committee in its discretion at the time of grant,
and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures
established by the Committee. Such rules and procedures may include provisions for the payment or crediting of reasonable interest on
installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments.


 


(d) Except as may be permitted by the Committee
or as specifically provided in an Award Agreement, (i) no Award and no right under any Award shall be assignable, alienable, saleable
or transferable by a Participant other than by will or pursuant to ‎Section 13(e) and
(ii) during a Participant’s lifetime, each Award, and each right under any Award, shall be exercisable only by such Participant
or, if permissible under applicable law, by such Participant’s guardian or legal representative. The provisions of this ‎Section
13(d) shall not apply to any Award that has been fully exercised or settled, as the case may be, and shall not preclude forfeiture of
an Award in accordance with the terms thereof.


 


(e) A Participant may designate a Beneficiary or
change a previous Beneficiary designation only at such times as prescribed by the Committee, in its sole discretion, and only by using
forms and following procedures approved or accepted by the Committee for that purpose.


 


(f) All certificates, if any, for Shares and/or
other securities delivered under the Plan pursuant to any Award or the exercise or settlement thereof shall be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the
Securities and Exchange Commission, any stock market or exchange upon which such Shares or other securities are then quoted, traded or
listed, and any applicable securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.


 






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(g) The Company will not be obligated to deliver
any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan until (i) all Award conditions have been
met or removed to the Committee’s satisfaction, (ii) as determined by the Committee, all other legal matters regarding the issuance
and delivery of such Shares have been satisfied, including any applicable securities laws, stock market or exchange rules and regulations
or accounting or tax rules and regulations and (iii) the Participant has executed and delivered to the Company such representations or
agreements as the Committee deems necessary or appropriate to satisfy any applicable laws. The Company’s inability to obtain authority
from any regulatory body having jurisdiction, which the Committee determines is necessary to the lawful issuance and sale of any Shares,
will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.


 


(h) The Committee may impose restrictions on any
Award with respect to non-competition, non-solicitation, confidentiality and other restrictive covenants, or requirements to comply with
minimum share ownership requirements, as it deems necessary or appropriate in its sole discretion, which such restrictions may be set
forth in any applicable Award Agreement or otherwise.


 


Section 14. Amendments and Terminations.


 


(a) Amendment or Termination of the Plan.
Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board
may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided, however, that
no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if such
approval is required by applicable law or the rules of the stock market or exchange, if any, on which the Shares are principally quoted
or traded or (ii) subject to ‎Section 5(c) and ‎Section
12, the consent of the affected Participant, if such action would materially adversely affect the rights of such Participant under any
outstanding Award, except (x) to the extent any such amendment, alteration, suspension, discontinuance or termination is made to
cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations
or (y) to impose any “clawback” or recoupment provisions on any Awards (including any amounts or benefits arising from
such Awards) in accordance with ‎Section 18. Notwithstanding anything to the contrary
in the Plan, the Committee may amend the Plan, or create Sub-plans in accordance with ‎Section
4(c), in such manner as may be necessary or desirable to enable the Plan to achieve its stated purposes in any jurisdiction in a tax-efficient
manner and in compliance with local rules and regulations.


 






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(b) Dissolution or Liquidation. In the event
of the dissolution or liquidation of the Company, each Award shall terminate immediately prior to the consummation of such action, unless
otherwise determined by the Committee.


 


(c) Terms of Awards. The Committee may waive
any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate any Award theretofore granted (including
by substituting another Award of the same or a different type), prospectively or retroactively, without the consent of any relevant Participant
or holder or Beneficiary of an Award; provided, however, that, subject to ‎Section
5(c) and ‎Section 12, no such action shall materially adversely affect the rights of any
affected Participant or holder or Beneficiary under any Award theretofore granted under the Plan, except (x) to the extent any such
action is made to cause the Plan or Award to comply with applicable law, stock market or exchange rules and regulations or accounting
or tax rules and regulations, or (y) to impose any “clawback” or recoupment provisions on any Awards (including any amounts
or benefits arising from such Awards) in accordance with ‎Section 18. The Committee shall
be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of events (including
the events described in ‎Section 5(c)) affecting the Company, or the financial statements
of the Company, or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments
are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under
the Plan.


 


(d) No Repricing. Except as provided in
‎Section 5(c), the Committee may not, without shareholder approval, seek to effect any
re-pricing of any previously granted “underwater” Option, SAR or similar Award by: (i) amending or modifying the terms
of the Option, SAR or similar Award to lower the exercise price; (ii) cancelling the underwater Option, SAR or similar Award and
granting either (A) replacement Options, SARs or similar Awards having a lower exercise price or (B) Restricted Shares, RSUs, Performance
Awards or Other Share-Based Awards in exchange; or (iii) cancelling or repurchasing the underwater Options, SARs or similar Awards
for cash or other securities. An Option, SAR or similar Award will be deemed to be “underwater” at any time when the Fair
Market Value of the Shares covered by such Award is less than the exercise price of the Award.


 


Section 15. Miscellaneous.


 


(a) No Employee, Consultant, Non-Employee Director,
Participant, or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of
treatment of employees, Participants or holders or Beneficiaries of Awards under the Plan. The terms and conditions of Awards need not
be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise
of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan.


 


(b) The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Affiliate.
Further, the Company or any applicable Affiliate may at any time dismiss a Participant, free from any liability, or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award Agreement or in any other agreement binding on the parties. The
receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in the applicable
Award Agreement.


 






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(c) In the event a Participant’s regular
level of time commitment in the performance of his or her services for the Company and any Affiliates is reduced (for example, and without
limitation, if the Participant is an employee of the Company and the Employee has a change in status from a full-time employee to a part-time
employee (or serves as a Consultant or Director) or takes an extended leave of absence) after the date of grant of any Award to the Participant,
the Board may determine, to the extent permitted by applicable law, to (i) make a corresponding reduction in the number of shares or cash
amount subject to any portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment,
and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event
of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced or extended.


 


(d) As a condition to accepting an Award under
the Plan, the Participant agrees to execute any additional documents or instruments necessary or desirable, as determined in the Committee’s
sole discretion, to carry out the purposes or intent of the Award, or facilitate compliance with securities and/or other regulatory requirements,
in each case at the Committee’s request.


 


(e) No payment pursuant to the Plan shall be taken
into account in determining any benefits under any severance, pension, retirement, savings, profit sharing, group insurance, welfare or
other benefit plan of the Company or any Affiliate, except to the extent otherwise expressly provided in writing in such other plan or
an agreement thereunder.


 


(f) Nothing contained in the Plan shall prevent
the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, including the grant
of options and other stock-based awards, and such arrangements may be either generally applicable or applicable only in specific cases.


 


(e) The Company shall be authorized
to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other
amount owing to a Participant the amount (in cash, Shares, other Awards, other property, net settlement, or any combination thereof) of
applicable withholding taxes due in respect of an Award, its exercise or settlement or any payment or transfer under such Award or under
the Plan and to take such other action (including providing for elective payment of such amounts in cash or Shares by such Participant)
as may be necessary to satisfy all obligations for the payment of such taxes and, unless otherwise determined by the Committee in its
discretion, to the extent such withholding would not result in liability classification of such Award (or any portion thereof) pursuant
to FASB ASC Subtopic 718-10. As a condition to accepting an Award under the Plan, in the event that the amount of the Company’s
and/or its Affiliate’s withholding obligation in connection with such Award was greater than the amount actually withheld by the
Company and/or its Affiliates, each Participant agrees to indemnify and hold the Company and/or its Affiliates harmless from any failure
by the Company and/or its Affiliates to withhold the proper amount.


 






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(g) If any provision of the Plan or any Award Agreement
is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify
the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform
to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering
the intent of the Plan or the Award Agreement, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder
of the Plan and any such Award Agreement shall remain in full force and effect.


 


(h) Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any
other Person. To the extent that any Person acquires a right to receive payments from the Company pursuant to an Award, such right shall
be no greater than the right of any unsecured general creditor of the Company.


 


(i) Any reference herein or in an Award Agreement
to a “written” agreement or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov
(or any successor website thereto) or posted on the Company’s intranet (or other shared electronic medium controlled by the Company
to which the Participant has access). By accepting any Award the Participant consents to receive documents by electronic delivery and
to participate in the Plan through any on-line electronic system established and maintained by the Committee’s or another third
party selected by the Committee. The form of delivery of any Shares (e.g., a stock certificate or electronic entry evidencing such shares)
shall be determined by the Company.


 


(j) No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in
lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.


 


(k) Awards may be granted to Participants who are
non-United States nationals or employed or providing services outside the United States, or both, on such terms and conditions different
from those applicable to Awards to Participants who are employed or providing services in the United States as may, in the judgment of
the Committee, be necessary or desirable to recognize differences in local law, tax policy or custom. The Committee also may impose conditions
on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Participants
on assignments outside their home country.


 






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Section 16. Effective Date of the Plan. The
Plan shall be effective as of the Effective Date.


 


Section 17. Term of the Plan. No Award shall
be granted under the Plan after the earliest to occur of (i) the 10-year anniversary of the Effective Date; (ii) the maximum
number of Shares available for issuance under the Plan have been issued; or (iii) the Board terminates the Plan in accordance with
‎Section 14(a). However, unless otherwise expressly provided in the Plan or in an applicable
Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust,
suspend, discontinue or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the
Board to amend the Plan, shall extend beyond such date.


 


Section 18. Cancellation or “Clawback”
of Awards.


 


(a) The Committee may specify in an Award Agreement
that a Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture
or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions
of an Award. Such events may include a Termination of Service with or without Cause (and, in the case of any Cause that is resulting from
an indictment or other non-final determination, the Committee may provide for such Award to be held in escrow or abeyance until a final
resolution of the matters related to such event occurs, at which time the Award shall either be reduced, cancelled or forfeited (as provided
in such Award Agreement) or remain in effect, depending on the outcome), violation of material policies, breach of non-competition, non-solicitation,
confidentiality or other restrictive covenants, or requirements to comply with minimum share ownership requirements, that may apply to
the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Affiliates.


 


(b) The Committee shall have full authority to
implement any policies and procedures necessary to comply with Section 10D of the Exchange Act and any rules promulgated thereunder and
any other regulatory regimes. Notwithstanding anything to the contrary contained herein, any Awards granted under the Plan (including
any amounts or benefits arising from such Awards) shall be subject to any clawback or recoupment arrangements or policies the Company
has in place from time to time, and the Committee may, to the extent permitted by applicable law and stock exchange rules or by any applicable
Company policy or arrangement, and shall, to the extent required, cancel or require reimbursement of any Awards granted to the Participant
or any Shares issued or cash received upon vesting, exercise or settlement of any such Awards or sale of Shares underlying such Awards.


 


Section 19. Section 409A of the Code. With
respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A of the Code,
and the provisions of the Plan and any Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A
of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise
frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict.
Notwithstanding anything in the Plan to the contrary, if the Board considers a Participant to be a “specified employee” under
Section 409A of the Code at the time of such Participant’s “separation from service” (as defined in Section 409A of
the Code), and any amount hereunder is “deferred compensation” subject to Section 409A of the Code, any distribution of such
amount that otherwise would be made to such Participant with respect to an Award as a result of such “separation from service”
shall not be made until the date that is six months after such “separation from service,” except to the extent that earlier
distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the Code. If an Award
includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations),
a Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not
as a right to a single payment, and if an Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e)
of the Treasury Regulations), a Participant’s right to such dividend equivalents shall be treated separately from the right to other
amounts under the Award. Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or any Award Agreement
is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or
other expenses that may be incurred by a Participant on account of non-compliance with Section 409A of the Code.


 






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Section 20. Successors and Assigns. The
terms of the Plan shall be binding upon and inure to the benefit of the Company and any successor entity, including any successor entity
contemplated by ‎Section 12(c).


 


Section 21. Data Protection. In connection
with the Plan, the Company may need to process personal data provided by the Participant to the Company or its Affiliates, third party
service providers or others acting on the Company’s behalf. Examples of such personal data may include, without limitation, the
Participant’s name, nationality, account information, social security number or other applicable identification number, tax number
and contact information. The Company may process such personal data in its legitimate business interests for all purposes relating to
the operation and performance of the Plan, including but not limited to:


 


(a) administering and maintaining Participant
records;


 


(b) providing the services described
in the Plan;


 


(c) providing information to future purchasers
or merger partners of the Company or any Affiliate, or the business in which such Participant works; and


 


(d) responding to public authorities,
court orders and legal investigations, as applicable.


 


For the purposes of this Plan, the Company may
share the Participant’s personal data with (i) Affiliates, (ii) trustees of any employee benefit trust, (iii) registrars, (iv)
brokers, (v) third party administrators of the Plan, (vi) third party service providers acting on the Company’s behalf to provide
the services described above and/or (vii) regulators and others, as required by law.


 


If necessary, the Company may transfer the Participant’s
personal data to any of the parties mentioned above in a country or territory that may not provide the same protection for the information
as the Participant’s home country. Any transfer of the Participant’s personal data to recipients in a third country will be
made subject to appropriate safeguards or applicable derogations provided for under applicable law. Further information on those safeguards
or derogations can be obtained through the contact set forth in the Employee Privacy Notice (the “Employee Privacy Notice”)
that previously has been provided by the Company or its applicable Affiliate to the Participant. The terms set forth in this ‎Section
21 are supplementary to the terms set forth in the Employee Privacy Notice (which, among other things, further describes the rights of
the Participant with respect to the Participant’s personal data); provided that, in the event of any conflict between the terms
of this ‎Section 21 and the terms of the Employee Privacy
Notice, the terms of this ‎Section 21 shall govern and
control in relation to the Plan and any personal data of the Participant to the extent collected in connection therewith.


 


The Company will keep personal data collected
in connection with the Plan for as long as necessary to operate the Plan or as necessary to comply with any legal or regulatory requirements.


 


A Participant has a right to (i) request access
to and rectification or erasure of the personal data provided, (ii) request the restriction of the processing of his or her personal data,
(iii) object to the processing of his or her personal data, (iv) receive the personal data provided to the Company and transmit such data
to another party, and (v) to lodge a complaint with a supervisory authority.


 


Section 22. Governing Law. The Plan and
each Award Agreement shall be governed by the laws of the State of Delaware, without application of the conflicts of law principles thereof.


 


 


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