Exhibit 10.30


 


Appendix D


 


MIROMATRIX MEDICAL INC.


2021 EQUITY INCENTIVE PLAN


 


1.            Purpose.
The purpose of the Plan is to assist the Company in attracting, retaining, motivating and rewarding certain key employees, officers, directors,
and consultants of the Company and its Affiliates, promoting the creation of long-term value for stockholders of the Company by closely
aligning the interests of such individuals with those of such stockholders. The Plan authorizes the award of stock based incentives to
selected Service Providers to encourage such persons to expend the maximum effort in the creation of stockholder value.


 


2.            Definitions.
In this Plan, the following definitions will apply.


 


(a)            “Affiliate”
means any entity that is a Subsidiary of the Company, or any other entity in which the Company owns, directly or indirectly, at least
20% of combined voting power of the entity’s Voting Securities and which is designated by the Committee as covered by the Plan.


 


(b)            “Award”
means a grant made under the Plan in the form of Options, Stock Appreciation Rights, Restricted Stock, Stock Units, or an Other Stock-Based
Award.


 


(c)            “Award
Agreement” means the written or electronic agreement, notice or other document containing the terms and conditions applicable to
each Award granted under the Plan, including all amendments thereto. An Award Agreement is subject to the terms and conditions of the
Plan.


 


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


 


(e)            “Cause”
means, unless otherwise defined in a then-effective written agreement (including an Award Agreement) between a Participant and the Company
or any Affiliate, (i) the Participant’s failure or refusal to perform satisfactorily the duties reasonably required of the
Participant by the Company (other than by reason of Disability) in any material respect; (ii) the Participant’s material violation
of any law, rule, regulation, or court order, including any commission of or indictment for any crime (whether or not involving the Company
or any of its Affiliates); (iii) conduct of the Participant, in connection with their employment or service, that has resulted, or
could reasonably be expected to result, in material injury to the business or reputation of the Company or any of its Affiliates; (iv) a
material violation of the policies of the Company or any of its Affiliates applicable to the Participant, including but not limited to,
those relating to sexual harassment, the disclosure or misuse of confidential information, or those set forth in the manuals or policy
statements of the Company or any of its Affiliates or any breach of any fiduciary duty or non-solicitation, non-competition or similar
obligation owed to the Company or any of its Affiliates; (v) the Participant’s act(s) of gross negligence or willful misconduct
in the course of their employment or service with the Company and its Affiliates; (vi) misappropriation by the Participant of any
assets or business opportunities of the Company or any of its Affiliates; (vii) embezzlement or fraud committed by the Participant,
at the Participant’s direction or with the Participant’s prior actual knowledge; or (viii) willful neglect in the performance
of the Participant’s duties for the Company or any of its Affiliates or willful or repeated failure to perform such duties. If,
subsequent to the Participant’s termination of Services for any reason other than Cause it is discovered that the Participant’s
Services could have been terminated for Cause, such Participant’s Services shall, at the discretion of the Committee, be deemed
to have been terminated for Cause for all purposes under this Plan, and the Participant shall be required to repay to the Company all
amounts they received in connection with Awards following such termination of Services that would have been forfeited under the Plan had
such termination of Services been by the Company or its Affiliates for Cause. In the event that there is an Award Agreement or other then-effective
written agreement between the Company or an Affiliate and a Participant otherwise defining Cause, “Cause” shall have the meaning
provided in such agreement, and a termination of Services for Cause hereunder shall not be deemed to have occurred unless all applicable
notice and cure periods in such other agreement are complied with.


 






     


     


    

 


(f)            “Change
in Control” means:


 


(i)            any
person becomes after the Effective Date of the Plan the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of:


 


(A)        20%
or more, but not 50% or more, of the combined voting power of the Company’s outstanding equity securities ordinarily having the
right to vote in matters submitted to a vote of the Company’s stockholders, unless the transaction resulting in such ownership has
been approved in advance by the Continuing Directors; or


 


(B)        50% or more of the
combined voting power of the Company’s outstanding equity securities ordinarily having the right to vote in matters submitted to
a vote of the Company’s stockholders (regardless of any approval by the Continuing Directors); or


 


(ii)            a
merger or consolidation to which the Company is a party if the Company’s stockholders immediately prior to the effective date of
such merger or consolidation have “beneficial ownership” (as defined in Rule 13d-3 of the Exchange Act), immediately
following the effective date of such merger or consolidation, of securities of the surviving entity representing:


 


(A)     50%
or more, but less than 80%, of the combined voting power of the surviving entity’s then-outstanding securities ordinarily having
the right to vote in matters submitted to a vote of the owners of such entity, unless such merger or consolidation has been approved in
advance by the Continuing Directors; or


 


(B)         less
than 50% of the combined voting power of the surviving entity’s then-outstanding securities ordinarily having the right to vote
in matters submitted to a vote of the owners of such entity (regardless of any approval by the Continuing Directors); or


 


(iii)         the
sale, lease, exchange or other transfer, directly or indirectly, of substantially all of the assets of the Company (in one transaction
or in a series of related transactions) to a person or entity that is not controlled by the Company; or


 


(iv)          the
consummation of a complete liquidation or dissolution of the Company.


 


Notwithstanding the foregoing, any transaction
that is fundamentally a financing transaction, as determined in good faith by the Board, shall not be deemed a change of control for the
purposes of the Plan. In addition, if any repurchase or other acquisition by the Company of its outstanding equity securities causes any
person to become the beneficial owner of the combined voting power of the Company’s outstanding equity securities over the threshold
amounts referenced in clauses i(A) and i(B) above, then no change of control will be deemed to have occurred for the purposes
of the Plan.


 


Notwithstanding the foregoing, to the extent that
any Award constitutes a deferral of compensation subject to Code Section 409A, and if that Award provides for a change in the time
or form of payment upon a Change in Control, then no Change in Control shall be deemed to have occurred upon an event described in this
Section 2(f) unless the event would also constitute a change in ownership or effective control of, or a change in the ownership
of a substantial portion of the assets of, the Company under Code Section 409A.


 






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(g)          “Code”
means the Internal Revenue Code of 1986, as amended and in effect from time to time. For purposes of the Plan, references to sections
of the Code shall be deemed to include any applicable regulations thereunder and any successor or similar statutory provisions.


 





(h)           “Committee”
means two or more Non-Employee Directors designated by the Board to administer the Plan under Section 3, each member of which shall
be (i) an independent director within the meaning of applicable stock exchange rules and regulations and (ii) a non-employee
director within the meaning of Exchange Act Rule 16b-3.


 


(i)            “Company”
means Miromatrix Medical Inc., a Delaware corporation, and any successor thereto.


 


(j)            “Continuing
Director” means an individual (i) who is, as of the Effective Date of the Plan, a director of the Company, or (ii) who
becomes a director of the Company after the Effective Date hereof and whose initial election, or nomination for election by the Company’s
stockholders, was approved by at least a majority of the then Continuing Directors.


 


(k)          “Corporate
Transaction” means (i) a sale or other disposition of all or substantially all of the assets of the Company, or (ii) a
merger, consolidation, share exchange or similar transaction involving the Company, regardless of whether the Company is the surviving
entity.


 


(l)             “Disability”
means (A) any permanent and total disability under any long-term disability plan or policy of the Company or its Affiliates that
covers the Participant, or (B) if there is no such long-term disability plan or policy, “total and permanent disability”
within the meaning of Code Section 22(e)(3).


 


(m)            “Employee”
means an employee of the Company or an Affiliate.


 


(n)             “Exchange
Act” means the Securities Exchange Act of 1934, as amended and in effect from time to time.


 


(o)             “Fair
Market Value” means the fair market value of a Share determined as follows:


 


  (i)            If
the Shares are readily tradable on an established securities market (as determined under Code Section 409A), then Fair Market Value
will be the closing sales price for a Share on the principal securities market on which it trades on the date for which it is being determined,
or if no sale of Shares occurred on that date, on the next preceding date on which a sale of Shares occurred, as reported in The Wall
Street Journal or such other source as the Committee deems reliable; or


 


  (ii)            If
the Shares are not then readily tradable on an established securities market (as determined under Code Section 409A), then Fair Market
Value will be determined by the Committee as the result of a reasonable application of a reasonable valuation method that satisfies the
requirements of Code Section 409A.


 






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(p)            “Grant
Date” means the date on which the Committee approves the grant of an Award under the Plan, or such later date as may be specified
by the Committee on the date the Committee approves the Award.


 


(q)           “Group”
means two or more persons who act, or agree to act together, as a partnership, limited partnership, syndicate or other group for the purpose
of acquiring, holding, voting or disposing of securities of the Company.


 


(r)             “Non-Employee
Director” means a member of the Board who is not an Employee.








 


(s)            “Option”
means a right granted under the Plan to purchase a specified number of Shares at a specified price. An “Incentive Stock Option”
or “ISO” means any Option designated as such and granted in accordance with the requirements of Code Section 422. A “Non-Qualified
Stock Option” or “NQSO” means an Option other than an Incentive Stock Option.


 


(t)            “Other
Stock-Based Award” means an Award described in Section 11 of this Plan.


 


(u)            “Participant”
means a Service Provider to whom a then-outstanding Award has been granted under the Plan.


 


(v)            “Plan”
means this Miromatrix Medical Inc. 2021 Equity Incentive Plan, as amended and in effect from time to time.


 


(w)           “Prior
Plan” means the Miromatrix Medical Inc. 2019 Equity Incentive Plan.


 


(x)         “Restricted
Stock” means Shares issued to a Participant that are subject to such restrictions on transfer, vesting conditions and other restrictions
or limitations as may be set forth in this Plan and the applicable Award Agreement.


 


(y)          “Service”
means the provision of services by a Participant to the Company or any Affiliate in any Service Provider capacity. A Service Provider’s
Service shall be deemed to have terminated either upon an actual cessation of providing services to the Company or any Affiliate or upon
the entity to which the Service Provider provides services ceasing to be an Affiliate. Unless otherwise determined by the Committee, in
the event that a Subsidiary to whom the Participant provides Services ceases for any reason to be an Affiliate of the Company, the Participant
shall be deemed to have had a termination of Services for purposes of the Plan effective as of the date of such cessation. Except as otherwise
provided in this Plan or any Award Agreement, Service shall not be deemed terminated in the case of (i) any approved leave of absence;
(ii) transfers among the Company and any Affiliates in any Service Provider capacity; or (iii) any change in status so long
as the individual remains in the service of the Company or any Affiliate in any Service Provider capacity.


 


(z)            “Service
Provider” means an Employee, a Non-Employee Director, or any natural person who is a consultant or advisor, or is employed by a
consultant or advisor retained by the Company or any Affiliate, and who provides services to the Company or any Affiliate.


 


(aa)  
       “Share” means a share of Stock.


 


(bb)  
      “Stock” means the common stock, $.00001 par value per Share, of the Company.


 






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(cc)        “Stock
Appreciation Right” or “SAR” means the right to receive, in cash and/or Shares as determined by the Committee, an amount
equal to the appreciation in value of a specified number of Shares between the Grant Date of the SAR and its exercise date.


 


(dd)       “Stock
Unit” means a right to receive, in cash and/or Shares as determined by the Committee, the Fair Market Value of a Share, subject
to such restrictions on transfer, vesting conditions and other restrictions or limitations as may be set forth in this Plan and the applicable
Award Agreement.


 


(ee)        “Subsidiary”
means a “subsidiary corporation,” as defined in Code Section 424(f), of the Company.


 


(ff)         “Substitute
Award” means an Award granted upon the assumption of, or in substitution or exchange for, outstanding awards granted by a company
or other entity acquired by the Company or any Affiliate or with which the Company or any Affiliate combines. The terms and conditions
of a Substitute Award may vary from the terms and conditions set forth in the Plan to the extent that the Committee at the time of the
grant may deem appropriate to conform, in whole or in part, to the provisions of the award in substitution for which it has been granted.





 


3.            Administration
of the Plan.


 


(a)            Administration.
The authority to control and manage the operations and administration of the Plan shall be vested in the Committee in accordance with
this Section 3.


 


(b)            Scope
of Authority. Subject to the terms of the Plan, the Committee shall have the authority, in its discretion, to take such actions as
it deems necessary or advisable to administer the Plan, including:


 


(1)           determining
the Service Providers to whom Awards will be granted, the timing of each such Award, the type of and the number of Shares covered by each
Award, the terms, conditions, performance criteria, restrictions and other provisions of Awards, and the manner in which Awards are paid
or settled;


 


(2)           cancelling
or suspending an Award, accelerating the vesting or extending the exercise period of an Award, or otherwise amending the terms and conditions
of any outstanding Award, subject to the requirements of Sections 15(d) and 15(e);


 


(3)           adopting
sub-plans or special provisions applicable to Awards, establishing, amending or rescinding rules to administer the Plan, interpreting
the Plan and any Award or Award Agreement, reconciling any inconsistency, correcting any defect or supplying an omission in the Plan or
any Award Agreement, and making all other determinations necessary or desirable for the administration of the Plan;


 


(4)            granting
Substitute Awards under the Plan;


 


(5)            taking
such actions as are provided in Section 3(c) with respect to Awards to foreign Service Providers; and


 


(6)            requiring
or permitting the deferral of the settlement of an Award, and establishing the terms and conditions of any such deferral.


 






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(c)           Awards
to Foreign Service Providers. The Committee may grant Awards to Service Providers who are located outside of the United States, who
are not United States citizens, who are not compensated from a payroll maintained in the United States, or who are otherwise subject to
(or could cause the Company to be subject to) legal or regulatory requirements of countries outside of the United States, on such terms
and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to comply
with applicable foreign laws and regulatory requirements and to promote achievement of the purposes of the Plan. In connection therewith,
the Committee may establish such subplans and modify exercise procedures and other Plan rules and procedures to the extent such actions
are deemed necessary or desirable, and may take any other action that it deems advisable to obtain local regulatory approvals or to comply
with any necessary local governmental regulatory exemptions.


 


(d)          Acts
of the Committee; Delegation. A majority of the members of the Committee shall constitute a quorum for any meeting of the Committee,
and any act of a majority of the members present at any meeting at which a quorum is present or any act unanimously approved in writing
by all members of the Committee shall be the act of the Committee. Any such action of the Committee shall be valid and effective even
if one or more members of the Committee at the time of such action are later determined not to have satisfied all of the criteria for
membership in clauses (i) and (ii) of Section 2(h). To the extent not inconsistent with applicable law or stock exchange
rules, the Committee may delegate all or any portion of its authority under the Plan to any one or more of its members or, as to Awards
to Participants who are not subject to Section 16 of the Exchange Act, to one or more directors or executive officers of the Company
or to a committee of the Board comprised of one or more directors of the Company. The Committee may also delegate non-discretionary administrative
responsibilities in connection with the Plan to such other persons as it deems advisable.


 


(e)           Finality
of Decisions. The Committee’s interpretation of the Plan and of any Award or Award Agreement made under the Plan and all related
decisions or resolutions of the Board or Committee shall be final and binding on all parties with an interest therein.


 


(f)            Indemnification.
Each person who is or has been a member of the Committee or of the Board, and any other person to whom the Committee delegates authority
under the Plan, shall be indemnified by the Company, to the maximum extent permitted by law, against liabilities and expenses imposed
upon or reasonably incurred by such person in connection with or resulting from any claims against such person by reason of the performance
of the individual's duties under the Plan. This right to indemnification is conditioned upon such person providing the Company an opportunity,
at the Company’s expense, to handle and defend the claims before such person undertakes to handle and defend them on such person’s
own behalf. The Company will not be required to indemnify any person for any amount paid in settlement of a claim unless the Company has
first consented in writing to the settlement. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification
to which such person or persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law,
or otherwise.


 






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4.            Shares
Available Under the Plan.


 


(a)            Maximum
Shares Available. Subject to Sections 4(b), 4(c) and 4(d) and to adjustment as provided in Section 12(a), the number
of Shares that may be the subject of Awards and issued under the Plan shall be 1,000,000, plus any Shares of Stock remaining available
for future grants under the Prior Plan on the Effective Date of this Plan. No further awards may be made under the Prior Plan after the
Effective Date of this Plan. Shares issued under the Plan may come from authorized and unissued shares or treasury shares. In determining
the number of Shares to be counted against this share reserve in connection with any Award, the following rules shall apply:


 


(1)           Where
the number of Shares subject to an Award is variable on the Grant Date, the number of Shares to be counted against the share reserve shall
be the maximum number of Shares that could be received under that particular Award, until such time as it can be determined that only
a lesser number of shares could be received.


 


(2)            Shares
subject to Substitute Awards shall not be counted against the share reserve, nor shall they reduce the Shares authorized for grant to
a Participant in any calendar year.


 


(3)            Awards
that may be settled solely in cash shall not be counted against the share reserve, nor shall they reduce the Shares authorized for grant
to a Participant in any calendar year.


 


(b)            Effect
of Forfeitures and Other Actions. Any Shares subject to an Award, or to an award granted under the Prior Plan that is outstanding
on the Effective Date of this Plan (a “Prior Plan Award”), that expires, is cancelled or forfeited, is settled for cash or
otherwise does not result in the issuance of all of the Shares subject to such Award (including as a result of the settlement in Shares
of the exercise of a Stock Appreciation Right) shall, to the extent of such cancellation, forfeiture, expiration, cash settlement or non-issuance,
again become available for Awards under this Plan, and the share reserve under Section 4(a) shall be correspondingly replenished
as provided in Section 4(c) below. In addition, if (i) payment of the exercise price of any Award or Prior Plan Award is
made through the tendering (either actually or by attestation) of Shares by the Participant or by the withholding of Shares by the Company,
(ii) satisfaction of any tax withholding obligations arising from any Award or Prior Plan Award occurs through the tendering (either
actually or by attestation) of Shares by the Participant or by the withholding of Shares by the Company, or (iii) any Shares are
repurchased by the Company with proceeds received from the exercise of a stock option issued under this Plan or the Prior Plan, then the
Shares so tendered, withheld or repurchased shall become available for Awards under this Plan and the share reserve under Section 4(a) shall
be correspondingly replenished as provided in Section 4(c) below.


 





(c)            Counting
Shares Again Available. Each Share that again becomes available for Awards as provided in Section 4(b) shall correspondingly
increase the share reserve under Section 4(a).


 


(d)            Automatic
Share Reserve Increase. The share reserve specified in Section 4(a) will be increased on January 1 of each year, for
a period of not more than ten years from the date the Plan is approved by the holders of the voting stock of the Company, commencing on
January 1, 2022 and ending on (and including) January 1, 2031 in an amount equal to the least of: (i) 4.5% of the total
number of Shares outstanding as of December 31 of the immediately preceding calendar year; (ii) 600,000 Shares; or (iii) such
number of Shares determined by the Board.


 






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(e)            Effect
of Plans Operated by Acquired Companies. If a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary
combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition
or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate,
using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration
payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan
and shall supplement the Share reserve under Section 4(a). Awards using such available shares shall not be made after the date awards
or grants could have been made under the terms of the pre-existing plan absent the acquisition or combination, and shall only be made
to individuals who were not Employees or Non-Employee Directors prior to such acquisition or combination.


 


(f)            No
Fractional Shares. Unless otherwise determined by the Committee, the number of Shares subject to an Award shall always be a whole
number. No fractional Shares may be issued under the Plan, but the Committee may, in its discretion, adopt any rounding convention it
deems suitable or pay cash in lieu of any fractional Share in settlement of an Award.


 


(g)            Limits
on Awards to Non-Employee Directors. (i) The aggregate value of Awards granted under the Plan to any Participant who is a Non-Employee
Director in any calendar year, solely with respect to his or her service as a Non-Employee Director on the Board, may not exceed $500,000,
determined based on the aggregate Fair Market Value of such Awards as of the Grant Date; and


 


(ii)  the aggregate value of Awards granted
under the Plan to any Non-Employee Director in connection with their initial appointment as a Non-Employee Director on the Board may not
exceed $500,000, determined based on the aggregate Fair Market Value of such Awards as of the Grant Date, which, for the avoidance of
doubt, may be in addition to any Awards granted to such Participant under Sections 4(g)(i).


 


5.            Eligibility.
Participation in the Plan is limited to Service Providers. Incentive Stock Options may only be granted to Employees.


 


6.            General
Terms of Awards.


 


(a)            Award
Agreement. Each Award shall be evidenced by an Award Agreement setting forth the amount of the Award together with such other terms
and conditions applicable to the Award (and not inconsistent with the Plan) as determined by the Committee. If an Award Agreement calls
for acceptance by the Participant, the Award evidenced by the Award Agreement will not become effective unless acceptance of the Award
Agreement in a manner permitted by the Committee is received by the Company within thirty (30) days of the date the Award Agreement is
delivered to the Participant. An Award to a Participant may be made singly or in combination with any form of Award. Two types of Awards
may be made in tandem with each other such that the exercise of one type of Award with respect to a number of Shares reduces the number
of Shares subject to the related Award by at least an equal amount.


 


(b)            Vesting
and Term. Each Award Agreement shall set forth the period until the applicable Award is scheduled to vest and, if applicable, expire
(which shall not be more than ten years from the Grant Date), and, consistent with the requirements of this Section 6(b), the applicable
vesting conditions and any applicable performance period. The Committee may provide in an Award Agreement for such vesting conditions
and timing as it may determine.


 






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(c)            Transferability.
Except as provided in this Section 6(c), (i) during the lifetime of a Participant, only the Participant or the Participant’s
guardian or legal representative may exercise an Option or SAR, or receive payment with respect to any other Award; and (ii) no Award
may be sold, assigned, transferred, exchanged or encumbered, voluntarily or involuntarily, other than by will or the laws of descent and
distribution. Any attempted transfer in violation of this Section 6(c) shall be of no effect. The Committee may, however, provide
in an Award Agreement or otherwise that an Award (other than an Incentive Stock Option) may be transferred pursuant to a domestic relations
order or may be transferable by gift to any “family member” (as defined in General Instruction A.1(a)(5) to Form S-8
under the Securities Act of 1933) of the Participant. Any Award held by a transferee shall continue to be subject to the same terms and
conditions that were applicable to that Award immediately before the transfer thereof. For purposes of any provision of the Plan relating
to notice to a Participant or to acceleration or termination of an Award upon the death or termination of Service of a Participant, the
references to “Participant” shall mean the original grantee of an Award and not any transferee.


 


(d)            Designation
of Beneficiary. To the extent permitted by the Committee, a Participant may designate a beneficiary or beneficiaries to exercise any
Award or receive a payment under any Award that is exercisable or payable on or after the Participant’s death. Any such designation
shall be on a form approved by the Company and shall be effective upon its receipt by the Company.


 


(e)            Termination
of Service. Unless otherwise provided in an applicable Award Agreement or another then-effective written agreement between a Participant
and the Company, and subject to Section 12 of this Plan, if a Participant’s Service with the Company and all of its Affiliates
terminates, the following provisions shall apply (in all cases subject to the scheduled expiration of an Option or SAR Award, as applicable):


 


(1)            Upon
termination of Service for Cause, or upon conduct during a post-termination exercise period that would constitute Cause, all unexercised
Option and SAR Awards and all unvested portions of any other outstanding Awards shall be immediately forfeited without consideration.


 


(2)           Upon
termination of Service for any other reason, all unvested and unexercisable portions of any outstanding Awards shall be immediately forfeited
without consideration.


 


(3)            Upon
termination of Service for any reason other than Cause, death or Disability, the currently vested and exercisable portions of Option and
SAR Awards may be exercised for a period of three months after the date of such termination. However, if a Participant thereafter dies
during such three-month period, the vested and exercisable portions of the Option and SAR Awards may be exercised for a period of one
year after the date of such termination.


 


(4)            Upon
termination of Service due to death or Disability, the currently vested and exercisable portions of Option and SAR Awards may be exercised
for a period of one year after the date of such termination.


 


(f)            Rights
as Stockholder. No Participant shall have any rights as a stockholder with respect to any Shares covered by an Award unless and until
the date the Participant becomes the holder of record of the Shares, if any, to which the Award relates.


 


(g)            Performance-Based
Awards. Any Award may be granted as a performance-based Award if the Committee establishes one or more measures of corporate, business
unit or individual performance which must be attained, and the performance period over which the specified performance is to be attained,
as a condition to the grant, vesting, exercisability, lapse of restrictions and/or settlement in cash or Shares of such Award. In connection
with any such Award, the Committee shall determine the extent to which performance measures have been attained and other applicable terms
and conditions have been satisfied, and the degree to which the grant, vesting, exercisability, lapse of restrictions and/or settlement
of such Award has been earned. The Committee shall also have the authority to provide, in an Award Agreement or otherwise, for the modification
of a performance period and/or adjustments to or waivers of the achievement of performance goals under specified circumstances such as
(i) the occurrence of events that are unusual in nature or infrequently occurring, such as a Change in Control, an equity restructuring
(as described in Section 12(a)), acquisitions, divestitures, restructuring activities, recapitalizations, or asset write-downs, (ii) a
change in applicable tax laws or accounting principles, or (iii) the Participant’s death or Disability.


 






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(h)            Dividends
and Dividend Equivalents. Any dividends or distributions payable with respect to Shares that are subject to the unvested portion of
a Restricted Stock Award will be subject to the same restrictions and risk of forfeiture as the Shares to which such dividends or distributions
relate. In its discretion, the Committee may provide in an Award Agreement for a Stock Unit Award or an Other Stock-Based Award that the
Participant will be entitled to receive dividend equivalents, based on dividends actually declared and paid on outstanding Shares, on
the units or other Share equivalents subject to the Stock Unit Award or Other Stock-Based Award, and such dividend equivalents will be
subject to the same restrictions and risk of forfeiture as the units or other Share equivalents to which such dividend equivalents relate.
The additional terms of any such dividend equivalents will be as set forth in the applicable Award Agreement, including the time and form
of payment and whether such dividend equivalents will be credited with interest or deemed to be reinvested in additional units or Share
equivalents. Any Shares issued or issuable during the term of this Plan as the result of the reinvestment of dividends or the deemed reinvestment
of dividend equivalents in connection with an Award or a Prior Plan Award shall be counted against, and replenish upon any subsequent
forfeiture, the Plan’s share reserve as provided in Section 4.


 


(i)            Deferrals
of Full Value Awards. The Committee may, in its discretion, permit or require the deferral by a Participant of the issuance of Shares
or payment of cash in settlement of any Award, subject to such terms, conditions, rules and procedures as it may establish or prescribe
for such purpose and with the intention of complying with the applicable requirements of Code Section 409A. The terms, conditions,
rules and procedures for any such deferral shall be set forth in writing in the relevant Award Agreement or in such other agreement,
plan or document as the Committee may determine. The terms, conditions, rules and procedures for any such deferral shall address,
to the extent relevant, matters such as: (i) the amount of compensation that may or must be deferred (or the method for calculating
the amount); (ii) the permissible time(s) and form(s) of payment of deferred amounts; (iii) the terms and conditions
of any deferral elections by a Participant or of any deferral required by the Company; and (iv) the crediting of interest or dividend
equivalents on deferred amounts. Unless otherwise determined by the Committee, to the extent that any such deferral is effected in accordance
with a nonqualified deferred compensation plan, the Share equivalents credited to any such plan account of a Participant shall be deemed
Stock Units for purposes of this Plan, and, if settled in Shares, such Shares shall be drawn from and charged against this Plan’s
share reserve.





 


7.            Stock
Option Awards.


 


(a)            Type
and Exercise Price. The Award Agreement pursuant to which an Option Award is granted shall specify whether the Option is an Incentive
Stock Option or a Non-Qualified Stock Option. The exercise price at which each Share subject to an Option Award may be purchased shall
be determined by the Committee and set forth in the Award Agreement, and shall not be less than the Fair Market Value of a Share on the
Grant Date, except in the case of Substitute Awards (to the extent consistent with Code Section 409A and, in the case of Incentive
Stock Options, Code Section 424).


 






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(b)            Payment
of Exercise Price. The purchase price of the Shares with respect to which an Option Award is exercised shall be payable in full at
the time of exercise. The purchase price may be paid in cash or in such other manner as the Committee may permit, including by payment
under a broker-assisted sale and remittance program, by withholding Shares otherwise issuable to the Participant upon exercise of the
Option or by delivery to the Company of Shares (by actual delivery or attestation) already owned by the Participant (in either case, such
Shares having a Fair Market Value as of the date the Option is exercised equal to the purchase price of the Shares being purchased).


 


(c)            Exercisability
and Expiration. Each Option Award shall be exercisable in whole or in part on the terms provided in the Award Agreement. No Option
Award shall be exercisable at any time after its scheduled expiration. When an Option Award is no longer exercisable, it shall be deemed
to have terminated.


 


(d)            Incentive
Stock Options.


 


(1)            An
Option Award will constitute an Incentive Stock Option Award only if the Participant receiving the Option Award is an Employee, and only
to the extent that (i) it is so designated in the applicable Award Agreement and (ii) the aggregate Fair Market Value (determined
as of the Option Award’s Grant Date) of the Shares with respect to which Incentive Stock Option Awards held by the Participant first
become exercisable in any calendar year (under the Plan and all other plans of the Company and its Affiliates) does not exceed $100,000
or such other amount specified by the Code. To the extent an Option Award granted to a Participant exceeds this limit, the Option Award
shall be treated as a Non-Qualified Stock Option Award. The maximum number of Shares that may be issued upon the exercise of Incentive
Stock Option Awards under the Plan shall be 1,000,000, subject to adjustment as provided in Section 12(a).


 


(2)            No
Participant may receive an Incentive Stock Option Award under the Plan if, immediately after the grant of such Award, the Participant
would own (after application of the rules contained in Code Section 424(d)) Shares possessing more than 10% of the total combined
Voting Power of all classes of stock of the Company or an Affiliate, unless (i) the per Share exercise price for such Award is at
least 110% of the Fair Market Value of a Share on the Grant Date and (ii) such Award will expire no later than five years after its
Grant Date.





 


(3)            For
purposes of continued Service by a Participant who has been granted an Incentive Stock Option Award, no approved leave of absence may
exceed three months unless reemployment upon expiration of such leave is provided by statute or contract. If reemployment is not so provided,
then on the date six months following the first day of such leave, any Incentive Stock Option held by the Participant shall cease to be
treated as an Incentive Stock Option and shall be treated for tax purposes as a Non-Qualified Stock Option.


 


(4)           If
an Incentive Stock Option Award is exercised after the expiration of the exercise periods that apply for purposes of Code Section 422,
such Option shall thereafter be treated as a Non-Qualified Stock Option.


 


(5)            The
Award Agreement covering an Incentive Stock Option Award shall contain such other terms and provisions that the Committee determines necessary
to qualify the Option Award as an Incentive Stock Option Award.


 






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8.            Stock
Appreciation Right Awards.


 


(a)            Nature
of Award. An Award of Stock Appreciation Rights shall be subject to such terms and conditions as are determined by the Committee,
and shall provide a Participant the right to receive upon exercise of the SAR Award all or a portion of the excess of (i) the Fair
Market Value as of the date of exercise of the SAR Award of the number of Shares as to which the SAR Award is being exercised, over (ii) the
aggregate exercise price for such number of Shares. The per Share exercise price for any SAR Award shall be determined by the Committee
and set forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a Share on the Grant Date, except
in the case of Substitute Awards (to the extent consistent with Code Section 409A).


 


(b)           Exercise
of SAR. Each SAR Award may be exercisable in whole or in part at the times, on the terms and in the manner provided in the Award Agreement.
No SAR Award shall be exercisable at any time after its scheduled expiration. When a SAR Award is no longer exercisable, it shall be deemed
to have terminated. Upon exercise of a SAR Award, payment to the Participant shall be made at such time or times as shall be provided
in the Award Agreement in the form of cash, Shares or a combination of cash and Shares as determined by the Committee. The Award Agreement
may provide for a limitation upon the amount or percentage of the total appreciation on which payment (whether in cash and/or Shares)
may be made in the event of the exercise of a SAR Award.


 


9.            Restricted
Stock Awards.


 


(a)            Vesting
and Consideration. Shares subject to a Restricted Stock Award shall be subject to vesting and the lapse of applicable restrictions
based on such conditions or factors and occurring over such period of time as the Committee may determine in its discretion. The Committee
may provide whether any consideration other than Services must be received by the Company or any Affiliate as a condition precedent to
the grant of a Restricted Stock Award, and may correspondingly provide for Company reacquisition or repurchase rights if such additional
consideration has been required and some or all of a Restricted Stock Award does not vest.


 


(b)            Shares
Subject to Restricted Stock Awards. Unvested Shares subject to a Restricted Stock Award shall be evidenced by a book-entry in the
name of the Participant with the Company’s transfer agent or by one or more Stock certificates issued in the name of the Participant.
Any such Stock certificate shall be deposited with the Company or its designee, together with an assignment separate from the certificate,
in blank, signed by the Participant, and bear an appropriate legend referring to the restricted nature of the Restricted Stock evidenced
thereby. Any book-entry shall be subject to comparable restrictions and corresponding stop transfer instructions. Upon the vesting of
Shares of Restricted Stock, and the Company’s determination that any necessary conditions precedent to the release of vested Shares
(such as satisfaction of tax withholding obligations and compliance with applicable legal requirements) have been satisfied, such vested
Shares shall be made available to the Participant in such manner as may be prescribed or permitted by the Committee. Except as otherwise
provided in the Plan or an applicable Award Agreement, a Participant with a Restricted Stock Award shall have all the rights of a shareholder,
including the right to vote the Shares of Restricted Stock.





 


10.            Stock
Unit Awards.


 


(a)            Vesting
and Consideration. A Stock Unit Award shall be subject to vesting and the lapse of applicable restrictions based on such conditions
or factors and occurring over such period of time as the Committee may determine in its discretion. If vesting of a Stock Unit Award is
conditioned on the achievement of specified performance goals, the extent to which they are achieved over the specified performance period
shall determine the number of Stock Units that will be earned and eligible to vest, which may be greater or less than the target number
of Stock Units stated in the Award Agreement. The Committee may provide whether any consideration other than Services must be received
by the Company or any Affiliate as a condition precedent to the settlement of a Stock Unit Award.


 






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(b)           Settlement
of Award. Following the vesting of a Stock Unit Award, and the Company’s determination that any necessary conditions precedent
to the settlement of the Award (such as satisfaction of tax withholding obligations and compliance with applicable legal requirements)
have been satisfied, settlement of the Award and payment to the Participant shall be made at such time or times in the form of cash, Shares
(which may themselves be considered Restricted Stock under the Plan) or a combination of cash and Shares as determined by the Committee.


 


11.            Other
Stock-Based Awards. The Committee may from time to time grant Shares and other Awards that are valued by reference to and/or payable
in whole or in part in Shares under the Plan. The Committee shall determine the terms and conditions of such Awards, which shall be consistent
with the terms and purposes of the Plan. The Committee may direct the Company to issue Shares subject to restrictive legends and/or stop
transfer instructions that are consistent with the terms and conditions of the Award to which the Shares relate.


 


12.            Changes
in Capitalization, Corporate Transactions, Change in Control.


 


(a)            Adjustments
for Changes in Capitalization. In the event of any equity restructuring (within the meaning of FASB ASC Topic 718) that causes the
per share value of Shares to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary
dividend, the Committee shall make such adjustments as it deems equitable and appropriate to (i) the aggregate number and kind of
Shares or other securities issued or reserved for issuance under the Plan, (ii) the number and kind of Shares or other securities
subject to outstanding Awards, (iii) the exercise price of outstanding Options and SARs, and (iv) any maximum limitations prescribed
by the Plan with respect to certain types of Awards or the grants to individuals of certain types of Awards. In the event of any other
change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company,
such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee
to prevent dilution or enlargement of rights of Participants.  In either case, any such adjustment shall be conclusive and binding
for all purposes of the Plan.  No adjustment shall be made pursuant to this Section 12(a) in connection with the conversion
of any convertible securities of the Company, or in a manner that would cause Incentive Stock Options to violate Section 422(b) of
the Code or cause an Award to be subject to adverse tax consequences under Section 409A of the Code.





 


(b)            Corporate
Transactions. Unless otherwise provided in an applicable Award Agreement or another written agreement between a Participant and the
Company, the following provisions shall apply to outstanding Awards in the event of a Change in Control that involves a Corporate Transaction.


 


(1)            Continuation,
Assumption or Replacement of Awards. In the event of a Corporate Transaction, then the surviving or successor entity (or its Parent)
may continue, assume or replace Awards outstanding as of the date of the Corporate Transaction (with such adjustments as may be required
or permitted by Section 12(a)), and such Awards or replacements therefor shall remain outstanding and be governed by their respective
terms, subject to Section 12(b)(4) below. A surviving or successor entity may elect to continue, assume or replace only some
Awards or portions of Awards. For purposes of this Section 12(b)(1), an Award shall be considered assumed or replaced if, in connection
with the Corporate Transaction and in a manner consistent with Code Section 409A (and Code Section 424 if the Award is an ISO),
either (i) the contractual obligations represented by the Award are expressly assumed by the surviving or successor entity (or its
Parent) with appropriate adjustments to the number and type of securities subject to the Award and the exercise price thereof that preserves
the intrinsic value of the Award existing at the time of the Corporate Transaction, or (ii) the Participant has received a comparable
award that preserves the intrinsic value of the Award existing at the time of the Corporate Transaction and contains terms and conditions
that are substantially similar to those of the Award.


 






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(2)            Acceleration.
If and to the extent that outstanding Awards under the Plan are not continued, assumed or replaced in connection with a Corporate Transaction,
then (i) all outstanding Option and SAR Awards shall become fully vested and exercisable for such period of time prior to the effective
time of the Corporate Transaction as is deemed fair and equitable by the Committee, and shall terminate at the effective time of the Corporate
Transaction, and (ii) all outstanding Awards (other than Options and SAR Awards) shall fully vest immediately prior to the effective
time of the Corporate Transaction, and (iii) to the extent vesting of any Award is subject to satisfaction of specified performance
goals, such Award shall be deemed “fully vested” for purposes of this Section 12(b)(2) if the performance goals
are deemed to have been satisfied at the target level of performance and the vested portion of the Award at that level of performance
is proportionate to the portion of the performance period that has elapsed as of the effective time of the Corporate Transaction. The
Committee shall provide written notice of the period of accelerated exercisability of Option and SAR Awards to all affected Participants.
The exercise of any Option or SAR Award whose exercisability is accelerated as provided in this Section 12(b)(2) shall be conditioned
upon the consummation of the Corporate Transaction and shall be effective only immediately before such consummation.


 


(3)            Payment
for Awards. If and to the extent that outstanding Awards under the Plan are not continued, assumed or replaced in connection with
a Corporate Transaction, then the Committee may provide that some or all of such outstanding Awards shall be canceled at or immediately
prior to the effective time of the Corporate Transaction in exchange for payments to the holders as provided in this Section 12(b)(3).
The Committee will not be required to treat all Awards similarly for purposes of this Section 12(b)(3). The payment for any Award
canceled shall be in an amount equal to the difference, if any, between (i) the fair market value (as determined in good faith by
the Committee) of the consideration that would otherwise be received in the Corporate Transaction for the number of Shares subject to
the Award, and (ii) the aggregate exercise price (if any) for the Shares subject to such Award. If the amount determined pursuant
to the preceding sentence is not a positive number with respect to any Award, such Award may be canceled pursuant to this Section 12(b)(3) without
payment of any kind to the affected Participant. With respect to an Award whose vesting is subject to the satisfaction of specified performance
goals, the number of Shares subject to such an Award for purposes of this Section 12(b)(3) shall be the number of Shares as
to which the Award would have been deemed “fully vested” for purposes of Section 12(b)(2). Payment of any amount under
this Section 12(b)(3) shall be made in such form, on such terms and subject to such conditions as the Committee determines in
its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders
in connection with the Corporate Transaction, and may, in the Committee’s discretion, include subjecting such payments to vesting
conditions comparable to those of the Award canceled, subjecting such payments to escrow or holdback terms comparable to those imposed
upon the Company’s stockholders under the Corporate Transaction, or calculating and paying the present value of payments that would
otherwise be subject to escrow or holdback terms.





 


(4)            Termination
after a Corporate Transaction. If and to the extent that Awards are continued, assumed or replaced under the circumstances described
in Section 12(b)(1), and if within twenty-four months after the Corporate Transaction a Participant experiences an involuntary termination
of Service for reasons other than Cause, then (i) outstanding Option and SAR Awards issued to the Participant that are not yet fully
exercisable shall immediately become exercisable in full and shall remain exercisable for one year following the Participant’s termination
of employment, and (ii) any equity-based awards other than Options and SAR Awards that are not yet fully vested shall immediately
vest in full (with vesting in full for a performance-based award determined as provided in Section 12(b)(2), except that the proportionate
vesting amount will be determined with respect to the portion of the performance period during which the Participant was a Service Provider).


 






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(c)            Other
Change in Control. In the event of a Change in Control that does not involve a Corporate Transaction, the Committee may, in its discretion,
take such action as it deems appropriate with respect to outstanding Awards, which may include: (i)  providing for the cancellation
of any Award in exchange for payments in a manner similar to that provided in Section 12(b)(3) or (ii) making such adjustments
to the Awards then outstanding as the Committee deems appropriate to reflect such Change in Control, which may include the acceleration
of vesting in full or in part. The Committee will not be required to treat all Awards similarly in such circumstances, and may include
such further provisions and limitations in any Award Agreement as it may deem equitable and in the best interests of the Company.


 


(d)            Dissolution
or Liquidation. Unless otherwise provided in an applicable Award Agreement, in the event of a proposed dissolution or liquidation
of the Company, an Award will terminate immediately prior to the consummation of such proposed action.


 


(e)             Parachute
Payment Limitation.


 


(1)            Notwithstanding
any other provision of this Plan or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided
or to be provided by the Company or its Affiliates to a Participant or for the Participant’s benefit pursuant to the terms of this
Plan or otherwise ("Covered Payments") constitute parachute payments ("Parachute Payments") within the meaning of
Section 280G of the Code, and would, but for this Section 12(e) be subject to the excise tax imposed under Section 4999
of the Code (or any successor provision thereto) or any similar tax imposed by state or local law and any interest or penalties with respect
to such taxes (collectively, the "Excise Tax"), then the Covered Payments shall be payable either (i) in full or (ii) reduced
to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing
clauses (i) or (ii) results in the Participant’s receipt on an after-tax basis of the greatest amount of payments and
benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the
Excise Tax).





 


(2)            Any
such reduction shall be made in accordance with Section 409A of the Code and the following: (i) the Covered Payments which do
not constitute deferred compensation subject to Section 409A of the Code shall be reduced first, and (ii) Covered Payments that
are cash payments shall be reduced before non-cash payments, and Covered Payments to be made on a later payment date shall be reduced
before payments to be made on an earlier payment date.


 


(3)            If,
notwithstanding the initial application of this Section 12(e), the Internal Revenue Service determines that any Covered Payment constitutes
an “excess parachute payment” (as defined by Section 280G(b) of the Code), this Section 12(e) will be
reapplied based on the Internal Revenue Service's determination, and the Participant will be required to promptly repay the portion of
the Covered Payments required to avoid imposition of the Excise Tax together with interest at the applicable federal rate (as defined
in Section 7872(f)(2)(A) of the Code) from the date of the Participant’s receipt of the excess payments until the date
of repayment).


 






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(4)            Any
determination required under this Section 12(e) shall be made in writing in good faith by the accounting firm which was the
Company's independent auditor immediately before the Change in Control (the "Accountants"), which shall provide detailed supporting
calculations to the Company and the Participant as requested by the Company or the Participant. The Company and the Participant shall
provide the Accountants with such information and documents as the Accountants may reasonably request in order to make a determination
under this Section 12(e). The Company shall be responsible for all fees and expenses of the Accountants.


 


13.            Plan
Participation and Service Provider Status. Status as a Service Provider shall not be construed as a commitment that any Award
will be made under the Plan to that Service Provider or to eligible Service Providers generally. Nothing in the Plan or in any Award Agreement
or related documents shall confer upon any Service Provider or Participant any right to continued Service with the Company or any Affiliate,
nor shall it interfere with or limit in any way any right of the Company or any Affiliate to terminate the person’s Service at any
time with or without Cause or change such person’s compensation, other benefits, job responsibilities or title.


 


14.            Tax
Withholding. The Company or any Affiliate, as applicable, shall have the right to (i) withhold from any cash payment under
the Plan or any other compensation owed to a Participant an amount sufficient to cover any required withholding taxes related to the grant,
vesting, exercise or settlement of an Award, and (ii) require a Participant or other person receiving Shares under the Plan to pay
a cash amount sufficient to cover any required withholding taxes before actual receipt of those Shares. In lieu of all or any part of
a cash payment from a person receiving Shares under the Plan, the Committee may permit the Participant to satisfy all or any part of the
required tax withholding obligations (but not to exceed the maximum individual statutory tax rate in each applicable jurisdiction) by
authorizing the Company to withhold a number of the Shares that would otherwise be delivered to the Participant pursuant to the Award,
or by transferring to the Company Shares already owned by the Participant, with the Shares so withheld or delivered having a Fair Market
Value on the date the taxes are required to be withheld equal to the amount of taxes to be withheld.


 


15.            Effective
Date, Duration, Amendment and Termination of the Plan.


 


(a)            Effective
Date. The Plan was adopted by the Board on April 28, 2021 and approved by the Company’s stockholders on May [•],
2021 (the “Effective Date”).


 


(b)            Duration
of the Plan. The Plan shall remain in effect until all Shares subject to it are distributed, all Awards have expired or terminated,
the Plan is terminated pursuant to Section 15(c), or the tenth anniversary of the Effective Date of the Plan, whichever occurs first
(the “Termination Date”). Awards made before the Termination Date shall continue to be outstanding in accordance with their
terms and the terms of the Plan unless otherwise provided in the applicable Award Agreements.





 


(c)            Amendment
and Termination of the Plan. The Board may at any time terminate, suspend or amend the Plan. The Company shall submit any amendment
of the Plan to its stockholders for approval only to the extent required by applicable laws or regulations or the rules of any securities
exchange on which the Shares may then be listed. No termination, suspension, or amendment of the Plan may materially impair the rights
of any Participant under a previously granted Award without the Participant's consent, unless such action is necessary to comply with
applicable law or stock exchange rules.


 


(d)            Amendment
of Awards. Subject to Section 15(e), the Committee may unilaterally amend the terms of any Award Agreement evidencing an Award
previously granted, except that no such amendment may materially impair the rights of any Participant under the applicable Award without
the Participant's consent, unless such amendment is necessary to comply with applicable law or stock exchange rules or any compensation
recovery policy as provided in Section 16(i).


 






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(e)            No
Option or SAR Repricing. Except as provided in Section 12(a), no Option or Stock Appreciation Right Award granted under the Plan
may be (i) amended to decrease the exercise price thereof, (ii) cancelled in conjunction with the grant of any new Option or
Stock Appreciation Right Award with a lower exercise price, (iii) cancelled in exchange for cash, other property or the grant of
any Full Value Award at a time when the per share exercise price of the Option or Stock Appreciation Right Award is greater than the current
Fair Market Value of a Share, or (iv) otherwise subject to any action that would be treated under accounting rules as a “repricing”
of such Option or Stock Appreciation Right Award, unless such action is first approved by the Company’s stockholders.


 


16.            Other
Provisions.


 


(a)            Unfunded
Plan. The Plan shall be unfunded and the Company shall not be required to segregate any assets that may at any time be represented
by Awards under the Plan. Neither the Company, its Affiliates, the Committee, nor the Board shall be deemed to be a trustee of any amounts
to be paid under the Plan nor shall anything contained in the Plan or any action taken pursuant to its provisions create or be construed
to create a fiduciary relationship between the Company and/or its Affiliates, and a Participant. To the extent any person has or acquires
a right to receive a payment in connection with an Award under the Plan, this right shall be no greater than the right of an unsecured
general creditor of the Company.


 


(b)            Limits
of Liability. Except as may be required by law, neither the Company nor any member of the Board or of the Committee, nor any other
person participating (including participation pursuant to a delegation of authority under Section 3(c) of the Plan) in any determination
of any question under the Plan, or in the interpretation, administration or application of the Plan, shall have any liability to any party
for any action taken, or not taken, in good faith under the Plan.


 


(c)            Compliance
with Applicable Legal Requirements and Company Policies. No Shares distributable pursuant to the Plan shall be issued and delivered
unless and until the issuance of the Shares complies with all applicable legal requirements, including compliance with the provisions
of applicable state and federal securities laws, and the requirements of any securities exchanges on which the Company’s Shares
may, at the time, be listed. During any period in which the offering and issuance of Shares under the Plan is not registered under federal
or state securities laws, Participants shall acknowledge that they are acquiring Shares under the Plan for investment purposes and not
for resale, and that Shares may not be transferred except pursuant to an effective registration statement under, or an exemption from
the registration requirements of, such securities laws.  Any stock certificate or book-entry evidencing Shares issued under the Plan
that are subject to securities law restrictions shall bear or be accompanied by an appropriate restrictive legend or stop transfer instruction.
Notwithstanding any other provision of this Plan, the acquisition, holding or disposition of Shares acquired pursuant to the Plan shall
in all events be subject to compliance with applicable Company policies, including those relating to insider trading, pledging or hedging
transactions, minimum post-vesting holding periods and stock ownership guidelines, and to forfeiture or recovery of compensation as provided
in Section 16(i).





 


(d)            Other
Benefit and Compensation Programs. Payments and other benefits received by a Participant under an Award made pursuant to the Plan
shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of the termination, indemnity or severance
pay laws of any country and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit
plan, contract or similar arrangement provided by the Company or an Affiliate unless expressly so provided by such other plan, contract
or arrangement, or unless the Committee expressly determines that an Award or portion of an Award should be included to accurately reflect
competitive compensation practices or to recognize that an Award has been made in lieu of a portion of competitive cash compensation.


 






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(e)            Governing
Law. To the extent that federal laws do not otherwise control, the Plan and all determinations made and actions taken pursuant to
the Plan shall be governed by the laws of the State of Delaware without regard to its conflicts-of-law principles and shall be construed
accordingly.


 


(f)            Severability.
If any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining
parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.


 


(g)            Code
Section 409A. It is intended that (i) all Awards of Options, SARs and Restricted Stock under the Plan will not provide for
the deferral of compensation within the meaning of Code Section 409A and thereby be exempt from Code Section 409A, and (ii) all
other Awards under the Plan will either not provide for the deferral of compensation within the meaning of Code Section 409A, or
will comply with the requirements of Code Section 409A, and Awards shall be structured and the Plan administered and interpreted
in accordance with this intent. The Plan and any Award Agreement may be unilaterally amended by the Company in any manner deemed necessary
or advisable by the Committee or Board in order to maintain such exemption from or compliance with Code Section 409A, and any such
amendment shall conclusively be presumed to be necessary to comply with applicable law. Notwithstanding anything to the contrary in the
Plan or any Award agreement, with respect to any Award that constitutes a deferral of compensation subject to Code Section 409A:


 


(1)           If
any amount is payable under such Award upon a termination of Service, a termination of Service will be deemed to have occurred only at
such time as the Participant has experienced a “separation from service” as such term is defined for purposes of Code Section 409A;


 


(2)            If
any amount shall be payable with respect to any such Award as a result of a Participant’s “separation from service”
at such time as the Participant is a “specified employee” within the meaning of Code Section 409A, then no payment shall
be made, except as permitted under Code Section 409A, prior to the first business day after the earlier of (i) the date that
is six months after the Participant’s separation from service or (ii) the Participant’s death. Unless the Committee has
adopted a specified employee identification policy as contemplated by Code Section 409A, specified employees will be identified in
accordance with the default provisions specified under Code Section 409A.


 


None of the Company, the Board, the Committee
nor any other person involved with the administration of this Plan shall (i) in any way be responsible for ensuring the exemption
of any Award from, or compliance by any Award with, the requirements of Code Section 409A, (ii) have any obligation to design
or administer the Plan or Awards granted thereunder in a manner that minimizes a Participant’s tax liabilities, including the avoidance
of any additional tax liabilities under Code Section 409A, and (iii) shall have any liability to any Participant for any such
tax liabilities.


 


(h)            Rule 16b-3.
It is intended that the Plan and all Awards granted pursuant to it shall be administered by the Committee so as to permit the Plan and
Awards to comply with Exchange Act Rule 16b-3. If any provision of the Plan or of any Award would otherwise frustrate or conflict
with the intent expressed in this Section 16(h), that provision to the extent possible shall be interpreted and deemed amended in
the manner determined by the Committee so as to avoid the conflict. To the extent of any remaining irreconcilable conflict with this intent,
the provision shall be deemed void as applied to Participants subject to Section 16 of the Exchange Act to the extent permitted by
law and in the manner deemed advisable by the Committee.


 






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(i)            Forfeiture
and Compensation Recovery. Notwithstanding anything to the contrary contained herein, unless otherwise determined by the Committee
or provided in an Award Agreement, all Awards granted under the Plan shall be and remain subject to any incentive compensation or clawback
or recoupment policy currently in effect, as may be adopted by the Board or as may be required by applicable law, and, in each case, as
may be amended from time to time. No such policy, adoption or amendment shall in any event required the prior consent of any Participant,
and any Award Agreement may be unilaterally amended by the Committee to comply with any such compensation, clawback or recoupment policy.
No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason”
or “constructive termination” (or similar term) under any agreement with the Company or any of its Subsidiaries.


 


(j)            Data
Privacy. As a condition of receipt of any Award, each Participant explicitly and unambiguously consents to the collection, use, and
transfer, in electronic or other form, of personal data as described in this subsection by and among, as applicable, the Company and its
Affiliates for the exclusive purpose of implementing, administering, and managing the Plan and Awards and the Participant’s participation
in the Plan. In furtherance of such implementation, administration, and management, the Company and its Affiliates may hold certain personal
information about a Participant, including, but not limited to, the Participant’s name, home address, telephone number, date of
birth, social security or insurance number or other identification number, salary, nationality, job title(s), information regarding any
securities of the Company and its Subsidiaries held by such Participant, and details of all Awards (the “Data”). In addition
to transferring the Data amongst themselves as necessary for the purpose of implementation, administration, and management of a Participant’s
participation in the Plan, the Company and each of its Affiliates may transfer the Data to any third parties assisting the Company in
the implementation, administration, and management of the Plan and Awards and the Participant’s participation in the Plan. Recipients
of the Data may be located in the Participant’s country or elsewhere, and the Participant’s country and any given recipient’s
country may have different data privacy laws and protections. By accepting an Award, each Participant authorizes such recipients to receive,
possess, use, retain, and transfer the Data, in electronic or other form, for the purposes of assisting the Company in the implementation,
administration, and management of the Plan and Awards and such Participant’s participation in the Plan, including any requisite
transfer of such Data as may be required to a broker or other third party with whom the Company or the Participant may elect to deposit
any shares of Stock. The Data related to a Participant will be held only as long as is necessary to implement, administer, and manage
the Plan and Awards and the Participant’s participation in the Plan. A Participant may, at any time, view the Data held by the Company
with respect to such Participant, request additional information about the storage and processing of the Data with respect to such Participant,
recommend any necessary corrections to the Data with respect to the Participant, or refuse or withdraw the consents herein in writing,
in any case without cost, by contacting his or her local human resources representative. The Company may cancel the Participant’s
eligibility to participate in the Plan, and, in the Committee’s discretion, the Participant may forfeit any outstanding Awards if
the Participant refuses or withdraws the consents described herein. For more information on the consequences of refusal to consent or
withdrawal of consent, Participants may contact their local human resources representative.


 






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