Exhibit 10.19.1 


 


BUTTERFLY
NETWORK, INC.


 


AMENDED
AND RESTATED 2020 EQUITY INCENTIVE PLAN


 


		1.	DEFINITIONS.



 


Unless
otherwise specified or unless the context otherwise requires, the following terms, as used in this Butterfly Network, Inc. 2020
Equity Incentive Plan, have the following meanings:


 


Administrator
means the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in which case the term
 “Administrator” means the Committee.


 


Affiliate
means a corporation or other entity, which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company,
direct or indirect.


 


Agreement
means a written or electronic document setting forth the terms of a Stock Right delivered pursuant to the Plan, in such form
as the Administrator shall approve.


 


Board
of Directors means the Board of Directors of the Company.


 


Cause
means, with respect to a Participant (a) dishonesty with respect to the Company or any Affiliate, (b) insubordination, substantial
malfeasance or non-feasance of duty, (c) unauthorized disclosure of confidential information, (d) breach by a Participant
of any provision of any employment, consulting, advisory, nondisclosure, non-competition or similar agreement between the Participant
and the Company or any Affiliate or any material written policy of the Company or any Affiliate, and (e) conduct substantially
prejudicial to the business of the Company or any Affiliate; provided, however, that any provision in an agreement between a Participant
and the Company or an Affiliate, which contains a conflicting definition of Cause for termination and which is in effect at the
time of such termination, shall supersede this definition with respect to that Participant. The determination of the Administrator
as to the existence of Cause will be conclusive on the Participant and the Company.


 


Class
A Common Stock means shares of the Company’s Class A common stock, $0.0001 par value per share.


 


Class
B Common Stock means shares of the Company’s Class B common stock, $0.0001 par value per share.


 


Closing
means the date on which the transactions contemplated by the Business Combination Agreement between Longview Acquisition
Corp., Clay Merger Sub, Inc. and Butterfly Network, Inc., dated as of November 19, 2020, are consummated.


 


Code
means the United States Internal Revenue Code of 1986, as amended including any successor statute, regulation and guidance
thereto.


 


Committee
means the committee of the Board of Directors, if any, to which the Board of Directors has delegated power to act under or
pursuant to the provisions of the Plan.


 


Common
Stock means the Class A Common Stock and the Class B Common Stock, individually or collectively, as the context requires.


 






     


     


    

 


Company
means Butterfly Network, Inc., a Delaware corporation.


 


Consultant
means any natural person who is an advisor or consultant who provides bona fide services to the Company or its Affiliates,
provided that such services are not in connection with the offer or sale of securities in a capital raising transaction, and do
not directly or indirectly promote or maintain a market for the Company’s or its Affiliates’ securities.


 


Corporate
Transaction means a merger, consolidation, or sale of all or substantially all of the Company’s assets or the acquisition
of all of the outstanding voting stock of the Company (or similar transaction) in a single transaction or a series of related
transactions by a single entity, other than a transaction to merely change the state of incorporation or in which the Company
is the surviving corporation. Where a Corporate Transaction involves a tender offer that is reasonably expected to be followed
by a merger (as determined by the Administrator), the Corporate Transaction will be deemed to have occurred upon consummation
of the tender offer.


 


Disability
or Disabled means permanent and total disability as defined in Section 22(e)(3) of the Code.


 


Employee
means any employee of the Company or of an Affiliate (including, without limitation, an employee who is also serving as an
officer or director of the Company or of an Affiliate), designated by the Administrator to be eligible to be granted one or more
Stock Rights under the Plan.


 


Exchange
Act means the United States Securities Exchange Act of 1934, as amended.


 


Fair
Market Value of a Share of Class A Common Stock means:


 


If the Class
A Common Stock is listed on a national securities exchange or traded in the over-the-counter market and sales prices are
regularly reported for the Class A Common Stock, the closing or, if not applicable, the last price of the Class A Common Stock
on the composite tape or other comparable reporting system for the trading day on the applicable date and if such applicable date
is not a trading day, the last market trading day prior to such date;


 


If the Class
A Common Stock is not traded on a national securities exchange but is traded on the over-the-counter market, if sales
prices are not regularly reported for the Class A Common Stock for the trading day referred to in clause (1), and if bid
and asked prices for the Class A Common Stock are regularly reported, the mean between the bid and the asked price for the Class
A Common Stock at the close of trading in the over-the-counter market for the most recent trading day on which Class A Common
Stock was traded on the applicable date and if such applicable date is not a trading day, the last market trading day prior to
such date; and


 


If the Class
A Common Stock is neither listed on a national securities exchange nor traded in the over-the-counter market, such value
as the Administrator, in good faith, shall determine in compliance with applicable laws.


 


ISO
means a stock option intended to qualify as an incentive stock option under Section 422.


 


Non-Qualified
Option means a stock option which is not intended to qualify as an ISO.


 


Option
means an ISO or Non-Qualified Option granted under the Plan.


 






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Participant
means an Employee, director or Consultant of the Company or an Affiliate to whom one or more Stock Rights are granted under
the Plan. As used herein, “Participant” shall include “Participant’s Survivors” where the context
requires.


 


Performance-Based
Award means a Stock Grant or Stock-Based Award which vests based on the attainment of written Performance Goals as set forth
in Paragraph 9 hereof.


 


Performance
Goals means performance goals determined by the Committee in its sole discretion and set forth in an Agreement. The satisfaction
of Performance Goals shall be subject to certification by the Committee. The Committee has the authority to take appropriate action
with respect to the Performance Goals (including, without limitation, making adjustments to the Performance Goals or determining
the satisfaction of the Performance Goals in connection with a Corporate Transaction) provided that any such action does not otherwise
violate the terms of the Plan.


 


Plan
means this Butterfly Network, Inc. 2020 Equity Incentive Plan.


 


SAR
means a stock appreciation right.


 


Section
409A means Section 409A of the Code.


 


Section
422 means Section 422 of the Code.


 


Securities
Act means the United States Securities Act of 1933, as amended.


 


Shares
means shares of the Class A Common Stock as to which Stock Rights have been or may be granted under the Plan or any shares
of capital stock into which the Shares are changed or for which they are exchanged within the provisions of Paragraph 3 of
the Plan. The Shares issued under the Plan may be authorized and unissued shares or shares held by the Company in its treasury,
or both.


 


Stock-Based
Award means a grant by the Company under the Plan of an equity award or an equity based award, which is not an Option, or
a Stock Grant.


 


Stock
Grant means a grant by the Company of Shares under the Plan.


 


Stock
Right means an ISO, a Non-Qualified Option, a Stock Grant or a Stock-Based Award or a right to Shares or the value of Shares
of the Company granted pursuant to the Plan.


 


Substitute
Award means an award issued under the Plan in substitution for one or more equity awards of an acquired company that are converted,
replaced or adjusted in connection with the acquisition.


 


Survivor
means a deceased Participant’s legal representatives and/or any person or persons who acquired the Participant’s
rights to a Stock Right by will or by the laws of descent and distribution.


 


 


		2.	PURPOSES
                                         OF THE PLAN.



 


The
Plan is intended to encourage ownership of Shares by Employees and directors of and certain Consultants to the Company and
its Affiliates in order to attract and retain such people, to induce them to work for the benefit of the Company or of an
Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan
provides for the granting of ISOs, Non-Qualified Options, Stock Grants and Stock-Based Awards.


 






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		3.	SHARES
                                         SUBJECT TO THE PLAN.



 


(a)       The
number of Shares that may be issued from time to time pursuant to this Plan shall be the sum of: (i) eleven percent (11%) of the
outstanding Shares of Common Stock, determined immediately following the Closing less 2,602,954; (ii) that number of shares of
common stock remaining available for issuance under the Company’s 2012 Employee, Director and Consultant Equity Incentive
Plan (the “2012 Plan”), determined immediately following the Closing, multiplied by 1.0383, which number shall not
exceed 2,506,938; and (iii) that number of shares of Class A Common Stock attributable to awards granted under the Company’s
2012 Plan that are forfeited, expire or are cancelled without delivery of shares of Class A Common Stock or which result in the
forfeiture of shares of Class A Common Stock back to the Company on or after the Closing,, which number shall not exceed 28,226,972.


 


(b)       Notwithstanding
Subparagraph (a) above, on the first day of each fiscal year of the Company during the period beginning in fiscal year 2021 and
ending on the second day of fiscal year 2030, the number of Shares that may be issued from time to time pursuant to the Plan,
shall be increased automatically by an amount equal to the lesser of (i) 4% of the number of outstanding shares of Common Stock
on such date and (ii) an amount determined by the Administrator (the “Annual Increase”).


 


(c)       If
an Option ceases to be “outstanding”, in whole or in part (other than by exercise), or if the Company shall reacquire
(at not more than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock
Right expires or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired
Shares which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan; provided,
however, that the number of Shares underlying any awards under the Plan that are retained or repurchased on the exercise of an
Option or the vesting or issuance of any Stock Right to cover the exercise price and/or tax withholding required by the Company
in connection with vesting shall not be added back to the Shares available for issuance under the Plan; and provided, further
that, in the case of ISOs, the foregoing provisions shall be subject to any limitations under the Code. In addition, any Shares
repurchased using exercise price proceeds will not be available for issuance under the Plan.


 


(d)      The
maximum number of Shares available for grant under the Plan as ISOs will be equal to 250,000,000. The limits set forth in this
Paragraph 3 will be construed to comply with the applicable requirements of Section 422.


 


(e)      The
Administrator may grant Substitute Awards under the Plan. To the extent consistent with the requirements of Section 422 and the
regulations thereunder and other applicable legal requirements (including applicable stock exchange requirements), Shares issued
in respect of Substitute Awards will be in addition to and will not reduce the shares available under the Plan. Notwithstanding
the foregoing, if any Substitute Award is settled in cash or expires, becomes unexercisable, terminates or is forfeited to or
repurchased by the Company without the issuance or retention of Shares, the Shares previously subject to such Award will not be
available for future issuance under the Plan. The Administrator will determine the extent to which the terms and conditions of
the Plan apply to Substitute Awards, if at all; provided, however, that Substitute Awards will not be subject to the limits described
in Paragraph 4(c) below.


 






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		4.	ADMINISTRATION
                                         OF THE PLAN.



 


The
Administrator of the Plan will be the Board of Directors, except to the extent the Board of Directors delegates its authority
to the Committee, in which case the Committee shall be the Administrator. Subject to the provisions of the Plan, the Administrator
is authorized to:


 


(a)       Interpret
the provisions of the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or advisable
for the administration of the Plan;


 


(b)       Determine
which Employees, directors and Consultants shall be granted Stock Rights;


 


(c)       Determine
the number of Shares for which a Stock Right or Stock Rights shall be granted; provided, however, that in no event shall the aggregate
grant date fair value (determined in accordance with ASC 718) of Stock Rights to be granted and any other cash compensation paid
to any non-employee director in any calendar year, exceed $750,000, increased to $1,000,000 in the year in which such non-employee
director initially joins the Board of Directors.


 


(d)      Specify
the terms and conditions upon which a Stock Right or Stock Rights may be granted provided that no dividends or dividend equivalents
shall be paid on any Stock Right prior to the vesting of the underlying Shares.


 


(e)      Amend
any term or condition of any outstanding Stock Right, provided that (i) such term or condition as amended is not prohibited by
the Plan and (ii) any such amendment shall not impair the rights of a Participant under any Stock Right previously granted without
such Participant’s consent or in the event of death of the Participant the Participant’s Survivors.


 


(f)       Determine
and make any adjustments in the Performance Goals included in any Performance-Based Awards; and


 


(g)     Adopt
any sub-plans applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with
or take advantage of any tax or other laws applicable to the Company, any Affiliate or to Participants or to otherwise facilitate
the administration of the Plan, which sub-plans may include additional restrictions or conditions applicable to Stock Rights or
Shares issuable pursuant to a Stock Right;


 


Subject
to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of any Stock Right
granted under it shall be final, unless otherwise determined by the Board of Directors, if the Administrator is the Committee.
In addition, if the Administrator is the Committee, the Board of Directors may take any action under the Plan that would otherwise
be the responsibility of the Committee.


 


To
the extent permitted under applicable law, the Board of Directors or the Committee may allocate all or any portion of its responsibilities
and powers to any one or more of its members and may delegate all or any portion of its responsibilities and powers to any other
person selected by it. The Board of Directors or the Committee may revoke any such allocation or delegation at any time. Notwithstanding
the foregoing, only the Board of Directors or the Committee shall be authorized to grant a Stock Right to any director of the
Company or to any “officer” of the Company as defined by Rule 16a-1 under the Exchange Act.


 






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		5.	ELIGIBILITY
                                         FOR PARTICIPATION.



 


The
Administrator will, in its sole discretion, name the Participants in the Plan; provided, however, that each Participant must be
an Employee, director or Consultant of the Company or of an Affiliate at the time a Stock Right is granted. Notwithstanding the
foregoing, the Administrator may authorize the grant of a Stock Right to a person in anticipation of such person becoming an Employee,
director or Consultant of the Company or of an Affiliate, provided, that the actual grant of such Stock Right shall be conditioned
upon such person becoming eligible to become a Participant at or prior to the time of the execution of the Agreement evidencing
such Stock Right. ISOs may be granted only to Employees. Non-Qualified Options, Stock Grants and Stock-Based Awards may be
granted to any Employee, director or Consultant of the Company or an Affiliate. The granting of any Stock Right to any individual
shall neither entitle that individual to, nor disqualify that individual from, participation in any other grant of Stock Rights
or any grant under any other benefit plan established by the Company or any Affiliate for Employees, directors or Consultants.


 


		6.	TERMS
                                         AND CONDITIONS OF OPTIONS.



 


Each
Option shall be set forth in an Option Agreement duly executed by the Company and, to the extent required by law or requested
by the Company, by the Participant. The Administrator may provide that Options be granted subject to such terms and conditions,
consistent with the terms and conditions specifically required under this Plan, as the Administrator may deem appropriate including,
without limitation, subsequent approval by the shareholders of the Company of this Plan or any amendments thereto. The Option
Agreements shall be subject to at least the following terms and conditions:


 


(a)       Non-Qualified
Options: Each Option intended to be a Non-Qualified Option shall be subject to the terms and conditions which the Administrator
determines to be appropriate and in the best interest of the Company, subject to the following minimum standards for any such
Non-Qualified Option:


 


(i)             
Exercise Price: Each Option Agreement shall state the exercise price (per share) of the Shares covered by each Option
which exercise price shall be determined by the Administrator and shall be at least equal to the Fair Market Value per share of
the Class A Common Stock on the date of grant of the Option.


 


(ii)             
Number of Shares: Each Option Agreement shall state the number of Shares to which it pertains.


 


(iii)           
Vesting: Each Option Agreement shall state the date or dates on which it first is exercisable and the date after
which it may no longer be exercised, and may provide that the Option rights accrue or become exercisable in installments over
a period of months or years, or upon the occurrence of certain performance conditions or the attainment of stated goals or events.



 


(iv)            
Term of Option: Each Option shall terminate not more than ten years from the date of the grant or at such earlier
time as the Option Agreement may provide.


 


(b)       ISOs:
Each Option intended to be an ISO shall be issued only to an Employee who is deemed to be a resident of the United States for
tax purposes, and shall be subject to the following terms and conditions, with such additional restrictions or changes as the
Administrator determines are appropriate but not in conflict with Section 422 and relevant regulations and rulings of the Internal
Revenue Service:


 


(i)                
Minimum Standards: The ISO shall meet the minimum standards required of Non-Qualified Options, as described
in Paragraph 6(a) above, except clause (i) and (iv) thereunder.


 






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(ii)             
 Exercise Price: Immediately before the ISO is granted, if the Participant owns, directly or by reason of the applicable
attribution rules in Section 424(d) of the Code:


 


		A.	10%
                                         or less of the total combined voting power of all classes of stock of the Company
                                         or an Affiliate, the exercise price per share of the Shares covered by each ISO shall
                                         not be less than 100% of the Fair Market Value per share of the Class A Common Stock
                                         on the date of grant of the Option; or



 


		B.	More
                                         than 10% of the total combined voting power of all classes of stock of the Company or
                                         an Affiliate, the exercise price per share of the Shares covered by each ISO shall not
                                         be less than 110% of the Fair Market Value per share of the Class A Common Stock on the
                                         date of grant of the Option.



 


		(iii)	Term
                                         of Option: For Participants who own:



 


		A.	10%
                                         or less of the total combined voting power of all classes of stock of the Company
                                         or an Affiliate, each ISO shall terminate not more than ten years from the date of the
                                         grant or at such earlier time as the Option Agreement may provide; or



 


		B.	More
                                         than 10% of the total combined voting power of all classes of stock of the Company or
                                         an Affiliate, each ISO shall terminate not more than five years from the date of the
                                         grant or at such earlier time as the Option Agreement may provide.



 


		(iv)	Limitation
                                         on Yearly Exercise: To the extent that aggregate Fair Market Value (determined on
                                         the date each ISO is granted) of the Shares with respect to which ISOs are exercisable
                                         for the first time by the Participant in any calendar year exceeds $100,000, such Options
                                         shall be treated as Non-Qualified Options even if denominated ISOs at grant.



 


(c)              
Except in connection with a corporate transaction involving the Company (which term includes, without limitation, any stock
dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination or exchange of shares) or as otherwise contemplated by Paragraph 24 below, the Company may not, without obtaining
stockholder approval, (i) amend the terms of outstanding Options to reduce the exercise price of such Options, (ii) cancel outstanding
Options in exchange for Options that have an exercise price that is less than the exercise price value of the original Options,
or (iii) cancel outstanding Options that have an exercise price greater than the Fair Market Value of a Share on the date of such
cancellation in exchange for cash or other consideration.


 


		7.	TERMS
                                         AND CONDITIONS OF STOCK GRANTS.



 


Each
Stock Grant to a Participant shall state the principal terms in an Agreement duly executed by the Company and, to the extent required
by law or requested by the Company, by the Participant. The Agreement shall be in a form approved by the Administrator and shall
contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject
to the following minimum standards:


 


(a)       Each
Agreement shall state the purchase price per Share, if any, of the Shares covered by each Stock Grant, which purchase price shall
be determined by the Administrator on the date of the grant of the Stock Grant;


 






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(b)       Each
Agreement shall state the number of Shares to which the Stock Grant pertains;


 


(c)       Each
Agreement shall include the terms of any right of the Company to restrict or reacquire the Shares subject to the Stock Grant,
including the time period or attainment of Performance Goals or such other performance criteria upon which such rights shall accrue
and the purchase price therefor, if any; and


 


(d)       Dividends
(other than stock dividends to be issued pursuant to Paragraph 24 of the Plan) may accrue but shall not be paid prior to the time,
and may be paid only to the extent that, the restrictions or rights to reacquire the Shares subject to the Stock Grant lapse.
Any entitlement to dividend equivalents or similar entitlements will be established and administered either consistent with an
exemption from, or in compliance with the applicable requirements of Section 409A.


 


		8.	TERMS
                                         AND CONDITIONS OF OTHER STOCK-BASED AWARDS.



 


The
Administrator shall have the right to grant other Stock-Based Awards based upon the Class A Common Stock having such terms and
conditions as the Administrator may determine, including, without limitation, the grant of Shares based upon certain conditions,
the grant of securities convertible into Shares and the grant of SARs, phantom stock awards or stock units. The principal terms
of each Stock-Based Award shall be set forth in an Agreement, duly executed by the Company and, to the extent required by law
or requested by the Company, by the Participant. The Agreement shall be in a form approved by the Administrator and shall contain
terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company. Each Agreement
shall include the terms of any right of the Company including the right to terminate the Stock-Based Award without the issuance
of Shares, the terms of any vesting conditions, Performance Goals or events upon which Shares shall be issued, provided that dividends
(other than stock dividends to be issued pursuant to Paragraph 24 of the Plan) or dividend equivalents may accrue but shall not
be paid prior to and may be paid only to the extent that the Shares subject to the Stock-Based Award vest. Under
no circumstances may the Agreement covering SARs (a) have an exercise or base price (per share) that is less than the Fair Market
Value per share of Class A Common Stock on the date of grant or (b) expire more than ten years following the date of grant.


 


		9.	PERFORMANCE-BASED
                                         AWARDS.



 


The
Committee shall determine whether, with respect to a performance period, the applicable Performance Goals have been met with respect
to a given Participant and, if they have, to so certify and ascertain the amount of the applicable Performance-Based Award. No
Performance-Based Awards will be issued for such performance period until such certification is made by the Committee. The number
of Shares issued in respect of a Performance-Based Award determined by the Committee for a performance period shall be paid to
the Participant at such time as determined by the Committee in its sole discretion after the end of such performance period, and
any dividends (other than stock dividends to be issued pursuant to Paragraph 24 of the Plan) or dividend equivalents that accrue
shall only be paid in respect of the number of Shares earned in respect of such Performance-Based Award. 


 






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		10.	EXERCISE
                                         OF OPTIONS AND ISSUE OF SHARES.



 


An
Option (or any part or installment thereof) shall be exercised by giving written notice to the Company or its designee (in a
form acceptable to the Administrator, which may include electronic notice), together with provision for payment of the
aggregate exercise price in accordance with this Paragraph for the Shares as to which the Option is being exercised, and upon
compliance with any other condition(s) set forth in the Option Agreement. Such notice shall be signed by the person
exercising the Option (which signature may be provided electronically in a form acceptable to the Administrator), shall state
the number of Shares with respect to which the Option is being exercised and shall contain any representation required by the
Plan or the Option Agreement. Payment of the exercise price for the Shares as to which such Option is being exercised shall
be made (a) in United States dollars in cash or by check; or (b) at the discretion of the Administrator, through
delivery of shares of Class A Common Stock held for at least six months (if required to avoid negative accounting treatment)
having a Fair Market Value equal as of the date of the exercise to the aggregate cash exercise price for the number of Shares
as to which the Option is being exercised; or (c) at the discretion of the Administrator, by having the Company retain
from the Shares otherwise issuable upon exercise of the Option, a number of Shares having a Fair Market Value equal as of the
date of exercise to the aggregate exercise price for the number of Shares as to which the Option is being exercised; or (d)
at the discretion of the Administrator, in accordance with a cashless exercise program established with a securities
brokerage firm, and approved by the Administrator; or (e) at the discretion of the Administrator, by any combination of (a),
(b), (c) and (d) above or (f) at the discretion of the Administrator, by payment of such other lawful consideration as the
Administrator may determine. Notwithstanding the foregoing, the Administrator shall accept only such payment on exercise of
an ISO as is permitted by Section 422.


 


The
Company shall then reasonably promptly deliver the Shares as to which such Option was exercised to the Participant (or to the
Participant’s Survivors, as the case may be). In determining what constitutes “reasonably promptly,” it is expressly
understood that the issuance and delivery of the Shares may be delayed by the Company if the Administrator determines it is necessary
to comply with any law or regulation (including, without limitation, federal securities laws) that requires the Company to take
any action with respect to the Shares prior to their issuance. The Shares shall, upon delivery, be fully paid, non-assessable
Shares.


 


		11.	PAYMENT
                                         IN CONNECTION WITH THE ISSUANCE OF STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES.



 


Any
Stock Grant or Stock-Based Award requiring payment of a purchase price for the Shares as to which such Stock Grant or Stock-Based
Award is being granted shall be made (a) in United States dollars in cash or by check; or (b) at the discretion of the Administrator,
through delivery of shares of Class A Common Stock held for at least six months (if required to avoid negative accounting treatment)
and having a Fair Market Value equal as of the date of payment to the purchase price of the Stock Grant or Stock-Based Award;
or (c) by delivery of a promissory note, if the Board of Directors has expressly authorized the loan of funds to the Participant
for the purpose of enabling or assisting the Participant to effect such purchase; (d) at the discretion of the Administrator,
by any combination of (a) through (c) above; or (e) at the discretion of the Administrator, by payment of such other lawful consideration
as the Administrator may determine.


 


The
Company shall when required by the applicable Agreement, reasonably promptly deliver the Shares as to which such Stock Grant or
Stock-Based Award was made to the Participant (or to the Participant’s Survivors, as the case may be), subject to any escrow
provision set forth in the applicable Agreement. In determining what constitutes “reasonably promptly,” it is expressly
understood that the issuance and delivery of the Shares may be delayed by the Company if the Administrator determines it is necessary
to comply with any law or regulation (including, without limitation, federal securities laws) which requires the Company to take
any action with respect to the Shares prior to their issuance.


 


		12.	RIGHTS
                                         AS A SHAREHOLDER.



 


No
Participant to whom a Stock Right has been granted shall have rights as a shareholder with respect to any Shares covered by
such Stock Right except after due exercise of an Option or issuance of Shares as set forth in any Agreement, tender of the
aggregate exercise or purchase price, if any, for the Shares being purchased and registration of the Shares in the
Company’s share register in the name of the Participant.


 






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		13.	ASSIGNABILITY
                                         AND TRANSFERABILITY OF STOCK RIGHTS.



 


By
its terms, a Stock Right granted to a Participant shall not be transferable by the Participant other than (i) by will or by the
laws of descent and distribution, or (ii) as approved by the Administrator in its discretion and set forth in the applicable Agreement
provided that no Stock Right may be transferred by a Participant for value. Notwithstanding the foregoing, an ISO transferred
except in compliance with clause (i) above shall no longer qualify as an ISO. The designation of a beneficiary of a Stock Right
by a Participant, with the prior approval of the Administrator and in such form as the Administrator shall prescribe, shall not
be deemed a transfer prohibited by this Paragraph. Except as provided above during the Participant’s lifetime a Stock Right
shall only be exercisable by or issued to such Participant (or his or her legal representative) and shall not be assigned, pledged
or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar
process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of any Stock Right or of any rights granted
thereunder contrary to the provisions of this Plan, or the levy of any attachment or similar process upon a Stock Right, shall
be null and void.


 


		14.	EFFECT
                                         ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE OR DEATH OR DISABILITY.



 


Except
as otherwise provided in a Participant’s Option Agreement in the event of a termination of service (whether as an Employee,
director or Consultant) with the Company or an Affiliate before the Participant has exercised an Option, the following rules apply:


 


(a)       A
Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate (for any reason other than
termination for Cause, Disability, or death for which events there are special rules in Paragraphs 15, 16, and 17, respectively),
may exercise any Option granted to such Participant to the extent that the Option is exercisable on the date of such termination
of service, but only within such term as the Administrator has designated in a Participant’s Option Agreement.


 


(b)       Except
as provided in Subparagraph (c) below, or Paragraph 16 or 17, in no event may an Option intended to be an ISO, be exercised later
than three months after the Participant’s termination of employment.


 


(c)       The
provisions of this Paragraph, and not the provisions of Paragraph 16 or 17, shall apply to a Participant who subsequently becomes
Disabled or dies after the termination of employment, director status or consultancy; provided, however, in the case of a Participant’s
Disability or death within three months after the termination of employment, director status or consultancy, the Participant or
the Participant’s Survivors may exercise the Option within one year after the date of the Participant’s termination
of service, but in no event after the date of expiration of the term of the Option.


 


(d)       Notwithstanding
anything herein to the contrary, if subsequent to a Participant’s termination of employment, termination of director status
or termination of consultancy, but prior to the exercise of an Option, the Administrator determines that, either prior or subsequent
to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then such Participant
shall forthwith cease to have any right to exercise any Option.


 






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(e)       A
Participant to whom an Option has been granted under the Plan who is absent from the Company or an Affiliate because of temporary
disability (any disability other than a Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose,
shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant’s
employment, director status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly
provide; provided, however, that, for ISOs, any leave of absence granted by the Administrator of greater than three months, unless
pursuant to a contract or statute that guarantees the right to reemployment, shall cause such ISO to become a Non-Qualified Option
on the date that is six months following the commencement of such leave of absence.


 


(f)       Except
as required by law or as set forth in a Participant’s Option Agreement, Options granted under the Plan shall not be affected
by any change of a Participant’s status within or among the Company and any Affiliates, so long as the Participant continues
to be an Employee, director or Consultant of the Company or any Affiliate.


 


		15.	EFFECT
                                         ON OPTIONS OF TERMINATION OF SERVICE FOR CAUSE.



 


Except
as otherwise provided in a Participant’s Option Agreement, the following rules apply if the Participant’s service
(whether as an Employee, director or Consultant) with the Company or an Affiliate is terminated for Cause prior to the time that
all his or her outstanding Options have been exercised:


 


(a)       All
outstanding and unexercised Options as of the time the Participant is notified his or her service is terminated for Cause will
immediately be forfeited.


 


(b)       Cause
is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the
Administrator’s finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s
termination of service but prior to the exercise of an Option, that either prior or subsequent to the Participant’s termination
the Participant engaged in conduct which would constitute Cause, then the right to exercise any Option is forfeited.


 


		16.	EFFECT
                                         ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.



 


Except
as otherwise provided in a Participant’s Option Agreement:


 


(a)       A
Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate by reason of Disability may
exercise any Option granted to such Participant to the extent that the Option has become exercisable but has not been exercised
on the date of the Participant’s termination of service due to Disability; and in the event rights to exercise the Option
accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due
to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become
Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the
Participant’s termination of service due to Disability.


 


(b)       A
Disabled Participant may exercise the Option only within the period ending one year after the date of the Participant’s
termination of service due to Disability, notwithstanding that the Participant might have been able to exercise the Option as
to some or all of the Shares on a later date if the Participant had not been terminated due to Disability and had continued to
be an Employee, director or Consultant or, if earlier, within the originally prescribed term of the Option.


 






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(c)       The
Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure
for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure
shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by
the Administrator, the cost of which examination shall be paid for by the Company.


 


		17.	EFFECT
                                         ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.



 


Except
as otherwise provided in a Participant’s Option Agreement:


 


(a)       In
the event of the death of a Participant while the Participant is an Employee, director or Consultant of the Company or of an Affiliate,
such Option may be exercised by the Participant’s Survivors to the extent that the Option has become exercisable but has
not been exercised on the date of death; and in the event rights to exercise the Option accrue periodically, to the extent of
a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date
had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior
to the Participant’s date of death.


 


(b)       If
the Participant’s Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option within
one year after the date of death of such Participant, notwithstanding that the decedent might have been able to exercise the Option
as to some or all of the Shares on a later date if he or she had not died and had continued to be an Employee, director or Consultant
or, if earlier, within the originally prescribed term of the Option.


 


		18.	EFFECT
                                         OF TERMINATION OF SERVICE ON UNACCEPTED STOCK GRANTS AND STOCK-BASED AWARDS.



 


In
the event of a termination of service (whether as an Employee, director or Consultant) with the Company or an Affiliate for any
reason before the Participant has accepted a Stock Grant or a Stock-Based Award and paid the purchase price, if required, such
grant shall terminate.


 


For
purposes of this Paragraph 18 and Paragraph 19 below, a Participant to whom a Stock Grant or a Stock-Based Award has been issued
under the Plan who is absent from work with the Company or with an Affiliate because of temporary disability (any disability other
than a Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period
of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant’s employment, director
status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide.


 


In
addition, for purposes of this Paragraph 18 and Paragraph 19 below, any change of employment or other service within or among
the Company and any Affiliates shall not be treated as a termination of employment, director status or consultancy so long as
the Participant continues to be an Employee, director or Consultant of the Company or any Affiliate.


 






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		19.	EFFECT
                                         ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE,
                                         DEATh or DISABILITY.



 


Except
as otherwise provided in a Participant’s Agreement, in the event of a termination of service for any reason (whether as
an Employee, director or Consultant), other than termination for Cause, death or Disability for which there are special rules
in Paragraphs 20, 21, and 22 below, before all forfeiture provisions or Company rights of repurchase shall have lapsed, then the
Company shall have the right to cancel or repurchase that number of Shares subject to a Stock Grant or Stock-Based Award as to
which the Company’s forfeiture or repurchase rights have not lapsed.


 


		20.	EFFECT
                                         ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE FOR CAUSE.



 


Except
as otherwise provided in a Participant’s Agreement, the following rules apply if the Participant’s service (whether
as an Employee, director or Consultant) with the Company or an Affiliate is terminated for Cause:


 


(a)       All
Shares subject to any Stock Grant or Stock-Based Award that remain subject to forfeiture provisions or as to which the Company
shall have a repurchase right shall be immediately forfeited to the Company as of the time the Participant is notified his or
her service is terminated for Cause.


 


(b)       Cause
is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the
Administrator’s finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s
termination of service, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct
which would constitute Cause, then all Shares subject to any Stock Grant or Stock-Based Award that remained subject to forfeiture
provisions or as to which the Company had a repurchase right on the date of termination shall be immediately forfeited to the
Company.


 


		21.	EFFECT
                                         ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE FOR DISABILITY.



 


Except
as otherwise provided in a Participant’s Agreement, the following rules apply if a Participant ceases to be an Employee,
director or Consultant of the Company or of an Affiliate by reason of Disability: to the extent the forfeiture provisions or the
Company’s rights of repurchase have not lapsed on the date of Disability, they shall be exercisable; provided, however,
that in the event such forfeiture provisions or rights of repurchase lapse periodically, such provisions or rights shall lapse
to the extent of a pro rata portion of the Shares subject to such Stock Grant or Stock-Based Award through the date of Disability
as would have lapsed had the Participant not become Disabled. The proration shall be based upon the number of days accrued prior
to the date of Disability.


 


The
Administrator shall make the determination both as to whether Disability has occurred and the date of its occurrence (unless a
procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such
procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved
by the Administrator, the cost of which examination shall be paid for by the Company.


 






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		22.	EFFECT
                                         ON STOCK GRANTS AND STOCK-BASED AWARDS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.



 


Except
as otherwise provided in a Participant’s Agreement, the following rules apply in the event of the death of a Participant
while the Participant is an Employee, director or Consultant of the Company or of an Affiliate: to the extent the forfeiture provisions
or the Company’s rights of repurchase have not lapsed on the date of death, they shall be exercisable; provided, however,
that in the event such forfeiture provisions or rights of repurchase lapse periodically, such provisions or rights shall lapse
to the extent of a pro rata portion of the Shares subject to such Stock Grant or Stock-Based Award through the date of death as
would have lapsed had the Participant not died. The proration shall be based upon the number of days accrued prior to the Participant’s
date of death.


 


(b)       At
the discretion of the Administrator, the Company shall have received an opinion of its counsel that the Shares may be issued in
compliance with the Securities Act without registration thereunder.


 


		23.	DISSOLUTION
                                         OR LIQUIDATION OF THE COMPANY.



 


Upon
the dissolution or liquidation of the Company, all Options granted under this Plan which as of such date shall not have been exercised
and all Stock Grants and Stock-Based Awards which have not been accepted, to the extent required under the applicable Agreement,
will terminate and become null and void; provided, however, that if the rights of a Participant or a Participant’s Survivors
have not otherwise terminated and expired, the Participant or the Participant’s Survivors will have the right immediately
prior to such dissolution or liquidation to exercise or accept any Stock Right to the extent that the Stock Right is exercisable
or subject to acceptance as of the date immediately prior to such dissolution or liquidation. Upon the dissolution or liquidation
of the Company, any outstanding Stock-Based Awards shall immediately terminate unless otherwise determined by the Administrator
or specifically provided in the applicable Agreement.


 


		24.	ADJUSTMENTS.



 


Upon
the occurrence of any of the following events, a Participant’s rights with respect to any Stock Right granted to such Participant
hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in a Participant’s Agreement.


 


(a)       Changes
with respect to Shares of Common Stock.


 


(i)       If
(1) the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company
shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, or (2) additional shares or new
or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of
Common Stock, each Stock Right and the number of shares of Common Stock deliverable thereunder shall be appropriately increased
or decreased proportionately, and appropriate adjustments shall be made including, in the exercise, base or purchase price per
share and in the Performance Goals applicable to outstanding Performance-Based Awards to reflect such events. The number of Shares
subject to the limitations in Paragraphs 3(a), 3(b), 3(d) and 4(c) shall also be proportionately adjusted upon the occurrence
of such events.


 


(ii)       
The Administrator may also make adjustments of the type described in Paragraph 24(a) above to take into account distributions
to stockholders other than those provided for in Paragraphs 24(b) below, or any other event, if the Administrator determines
that adjustments are appropriate to avoid distortion in the operation of the Plan or any Award, having due regard for the
qualification of ISOs under Section 422, the requirements of Section 409A, to the extent applicable.


 






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(ii)       References
in the Plan to Shares will be construed to include any stock or securities resulting from an adjustment pursuant to this Paragraph
24(a).


 


(b)       Corporate
Transactions. If the Company is to be consolidated with or acquired by another entity in a Corporate Transaction, the Administrator
or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”),
may, as to outstanding Options, take any of the following actions: (i) make appropriate provision for the continuation of such
Options by substituting on an equitable basis for the Shares then subject to such Options either the consideration payable with
respect to the outstanding shares of Common Stock in connection with the Corporate Transaction or securities of any successor
or acquiring entity; or (ii) upon written notice to the Participants, provide that such Options must be exercised (either (A)
to the extent then exercisable or (B) at the discretion of the Administrator, any such Options being made partially or fully exercisable
for purposes of this Subparagraph), within a specified number of days of the date of such notice, at the end of which period such
Options which have not been exercised shall terminate; or (iii) terminate such Options in exchange for payment of an amount equal
to the consideration payable upon consummation of such Corporate Transaction to a holder of the number of shares of Common Stock
into which such Option would have been exercisable (either (A) to the extent then exercisable or, (B) at the discretion of the
Administrator, any such Options being made partially or fully exercisable for purposes of this Subparagraph) less the aggregate
exercise price thereof. For purposes of determining the payments to be made pursuant to Subclause (iii) above, in the case
of a Corporate Transaction the consideration for which, in whole or in part, is other than cash, the consideration other than
cash shall be valued at the fair value thereof as determined in good faith by the Board of Directors. For the avoidance of doubt,
if the per share exercise price of an Option or portion thereof is equal to or greater than the Fair Market Value of one Share
of Common Stock, such Option may be cancelled with no payment due hereunder or otherwise in respect thereof.


 


With
respect to outstanding Stock Grants or Stock-Based Awards, the Administrator or the Successor Board, shall make appropriate provision
for the continuation of such Stock Grants or Stock-Based Awards on the same terms and conditions by substituting on an equitable
basis for the Shares then subject to such Stock Grants or Stock-Based Awards either the consideration payable with respect to
the outstanding Shares of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring
entity. In lieu of the foregoing, in connection with any Corporate Transaction, the Administrator may provide that each outstanding
Stock Grant or Stock-Based Award shall be terminated in exchange for payment of an amount equal to the consideration payable upon
consummation of such Corporate Transaction to a holder of the number of shares of Common Stock comprising such Stock Grant or
Stock-Based Award (to the extent such Stock Grant or Stock-Based Award is no longer subject to any forfeiture or repurchase rights
then in effect or, at the discretion of the Administrator, all forfeiture and repurchase rights being waived). For the avoidance
of doubt, if the purchase or base price of a Stock Grant or Stock-Based Award or portion thereof is equal to or greater than the
Fair Market Value of one Share of Common Stock, such Stock Grant or Stock-Based Award, as applicable, may be cancelled with no
payment due hereunder or otherwise in respect thereof.


 


In
taking any of the actions permitted under this Paragraph 24(b), the Administrator shall not be obligated by the Plan to treat
all Stock Rights, all Stock Rights held by a Participant, or all Stock Rights of the same type, identically.


 






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(c)       Recapitalization
or Reorganization. In the event of a recapitalization or reorganization of the Company other than a Corporate Transaction
pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common
Stock, a Participant upon exercising an Option or accepting a Stock Grant after the recapitalization or reorganization shall be
entitled to receive for the price paid upon such exercise or acceptance if any, the number of replacement securities which would
have been received if such Option had been exercised or Stock Grant accepted prior to such recapitalization or reorganization.


 


(d)       Adjustments
to Stock-Based Awards. Upon the happening of any of the events described in Subparagraphs (a), (b) or (c) above, any outstanding
Stock-Based Award shall be appropriately adjusted to reflect the events described in such Subparagraphs. The Administrator or
the Successor Board shall determine the specific adjustments to be made under this Paragraph 24, including, but not limited to
the effect of any, Corporate Transaction and, subject to Paragraph 4, its determination shall be conclusive.


 


(e)       Termination
of Awards upon Consummation of a Corporate Transaction. Except as the Administrator may otherwise determine, each Stock Right
will automatically terminate (and in the case of outstanding Shares of restricted Common Stock, will automatically be forfeited)
immediately upon the consummation of a Corporate Transaction, other than (i) any award that is assumed, continued or substituted
pursuant to Paragraph 24(b) above, and (ii) any cash award that by its terms, or as a result of action taken by the Administrator,
continues following the consummation of the Corporate Transaction.


 


		25.	ISSUANCES OF SECURITIES.



 


(a)       Except
as expressly provided herein, 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 or price of
shares subject to Stock Rights. Except as expressly provided herein, no adjustments shall be made for dividends paid in cash or
in property (including without limitation, securities) of the Company prior to any issuance of Shares pursuant to a Stock Right.


 


(b)       The
Company will not be obligated to issue any Shares pursuant to the Plan or to remove any restriction from Shares previously issued
under the Plan until: (i) the Company is satisfied that all legal matters in connection with the issuance of such Shares have
been addressed and resolved; (ii) if the outstanding Shares is at the time of issuance listed on any stock exchange or national
market system, the Shares to be issued have been listed or authorized to be listed on such exchange or system upon official notice
of issuance; and (iii) all conditions of the award have been satisfied or waived. The Company may require, as a condition to the
exercise of an award or the issuance of Shares under an award, such representations or agreements as counsel for the Company may
consider appropriate to avoid violation of the Securities Act of 1933, as amended, or any applicable state or non-U.S. securities
law. Any Shares issued under the Plan will be evidenced in such manner as the Administrator determines appropriate, including
book-entry registration or delivery of stock certificates. In the event that the Administrator determines that stock certificates
will be issued in connection with Shares issued under the Plan, the Administrator may require that such certificates bear an appropriate
legend reflecting any restriction on transfer applicable to such Stock, and the Company may hold the certificates pending the
lapse of the applicable restrictions.


 






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		26.	FRACTIONAL
                                         SHARES.



 


No
fractional shares shall be issued under the Plan and the person exercising a Stock Right shall receive from the Company cash in
lieu of such fractional shares equal to the Fair Market Value thereof.


 


		27.	WITHHOLDING.



 


In
the event that any federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act withholdings or
other amounts are required by applicable law or governmental regulation to be withheld from the Participant’s salary, wages
or other remuneration in connection with the issuance of a Stock Right or Shares under the Plan or for any other reason required
by law, the Company may withhold from the Participant’s compensation, if any, or may require that the Participant advance
in cash to the Company, or to any Affiliate of the Company which employs or employed the Participant, the statutory minimum amount
of such withholdings unless a different withholding arrangement, including the use of shares of the Company’s Common Stock
or a promissory note, is authorized by the Administrator (and permitted by law). For purposes hereof, the fair market value of
the shares withheld for purposes of payroll withholding shall be determined in the manner set forth under the definition of Fair
Market Value provided in Paragraph 1 above, as of the most recent practicable date. If the Fair Market Value of the shares withheld
is less than the amount of payroll withholdings required, the Participant may be required to advance the difference in cash to
the Company or the Affiliate employer.


 


		28.	TERMINATION
                                         OF THE PLAN.



 


The
Plan will terminate on November 24, 2030, the date which is ten years from the earlier of the date of its adoption by the
Board of Directors and the date of its approval by the shareholders of the Company. The Plan may be terminated at an earlier date
by vote of the shareholders or the Board of Directors of the Company; provided, however, that any such earlier termination shall
not affect any Agreements executed prior to the effective date of such termination. Termination of the Plan shall not affect any
Stock Rights theretofore granted.


 


		29.	AMENDMENT
                                         OF THE PLAN AND AGREEMENTS.



 


The
Plan may be amended by the shareholders of the Company. The Plan may also be amended by the Administrator; provided that any amendment
approved by the Administrator which the Administrator determines is of a scope that requires shareholder approval shall be subject
to obtaining such shareholder approval including, without limitation, to the extent necessary to qualify any or all outstanding
Stock Rights granted under the Plan or Stock Rights to be granted under the Plan for favorable federal income tax treatment as
may be afforded ISOs under Section 422 and to the extent necessary to qualify the Shares issuable under the Plan for listing on
any national securities exchange or quotation in any national automated quotation system of securities dealers. Any modification
or amendment of the Plan shall not, without the consent of a Participant, adversely affect his or her rights under a Stock Right
previously granted to such Participant, unless such amendment is required by applicable law or necessary to preserve the economic
value of such Stock Right. With the consent of the Participant affected, the Administrator may amend outstanding Agreements in
a manner which may be adverse to the Participant but which is not inconsistent with the Plan. In the discretion of the Administrator,
outstanding Agreements may be amended by the Administrator in a manner which is not adverse to the Participant. Nothing in this
Paragraph 30 shall limit the Administrator’s authority to take any action permitted pursuant to Paragraph 24.


 






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		30.	EMPLOYMENT
                                         OR OTHER RELATIONSHIP.



 


Nothing
in this Plan or any Agreement shall be deemed to prevent the Company or an Affiliate from terminating the employment, consultancy
or director status of a Participant, nor to prevent a Participant from terminating his or her own employment, consultancy or director
status or to give any Participant a right to be retained in employment or other service by the Company or any Affiliate for any
period of time.


 


		31.	SECTION
                                         409A aND SECTION 422.



 


The
Company intends that the Plan and any Awards granted hereunder be exempt from or comply with Section 409A, to the extent applicable.
The Company intends that ISOs comply with Section 422, to the extent applicable. Any ambiguities in the Plan or any Award shall
be construed to effect the intent as described in this Paragraph 31.


 


If
a Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the
Company and its Affiliates) as of his or her separation from service, to the extent any payment under this Plan or pursuant to
an Award constitutes non-exempt deferred compensation under Section 409A that is being paid by reason of separation from service,
no payments due under this Plan or pursuant to an Award may be made until the earlier of: (i) the first day of the seventh month
following the Participant’s separation from service, or (ii) the Participant’s date of death; provided, however, that
any payments delayed during this six-month period shall be paid in the aggregate in a lump sum, without interest, on the first
day of the seventh month following the Participant’s separation from service.


 


The
Administrator shall administer the Plan with a view toward ensuring that Awards under the Plan that are subject to Section 409A
or Section 422, as applicable, comply with the requirements thereof and that Options under the Plan be exempt from the requirements
of Section 409A or compliant with Section 422, as applicable, but neither the Administrator nor any member of the Board of Directors,
nor the Company nor any of its Affiliates, nor any other person acting hereunder on behalf of the Company, the Administrator or
the Board of Directors shall be liable to a Participant or any Survivor by reason of the acceleration of any income, or the imposition
of any additional tax or penalty, with respect to any Award, whether by reason of a failure to satisfy the requirements of Section
409A or Section 422 or otherwise.


 


		32.	INDEMNITY.



 


Neither
the Board of Directors nor the Administrator, nor any members of either, nor any employees of the Company or any parent, subsidiary,
or other Affiliate, shall be liable for any act, omission, interpretation, construction or determination made in good faith in
connection with their responsibilities with respect to this Plan, and the Company hereby agrees to indemnify the members of the
Board or Directors, the members of the Committee, and the employees of the Company and its parent or subsidiaries in respect of
any claim, loss, damage, or expense (including reasonable counsel fees) arising from any such act, omission, interpretation, construction
or determination to the full extent permitted by law.


 


		33.	CLAWBACK.



 


Notwithstanding
anything to the contrary contained in this Plan, the Company may recover from a Participant any compensation received from any
Stock Right (whether or not settled) or cause a Participant to forfeit any Stock Right (whether or not vested) in the event that
the Company’s Clawback Policy as then in effect is triggered.


 






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		34.	WAIVER
                                         OF JURY TRIAL.



 


By accepting
or being deemed to have accepted an award under the Plan, each Participant waives (or will be deemed to have waived), to the maximum
extent permitted under applicable law, any right to a trial by jury in any action, proceeding or counterclaim concerning any rights
under the Plan or any award, or under any amendment, waiver, consent, instrument, document or other agreement delivered or which
in the future may be delivered in connection therewith, and agrees (or will be deemed to have agreed) that any such action, proceedings
or counterclaim will be tried before a court and not before a jury. By accepting or being deemed to have accepted an award under
the Plan, each Participant certifies that no officer, representative, or attorney of the Company has represented, expressly or
otherwise, that the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the foregoing waivers.
Notwithstanding anything to the contrary in the Plan, nothing herein is to be construed as limiting the ability of the Company
and a Participant to agree to submit any dispute arising under the terms of the Plan or any ward to binding arbitration or as
limiting the ability of the Company to require any individual to agree to submit such disputes to binding arbitration as a condition
of receiving an award hereunder.


 


		35.	UNFUNDED OBLIGATIONS.



 


The Company’s
obligations under the Plan are unfunded, and no Participant will have any right to specific assets of the Company in respect of
any award under the Plan. Participants will be general unsecured creditors of the Company with respect to any amounts due or payable
under the Plan.


 


		36.	GOVERNING
                                         LAW.



 


This
Plan shall be construed and enforced in accordance with the law of the State of Delaware.


 






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