Exhibit 10.8


 


XL FLEET CORP.


 


2020 EQUITY INCENTIVE PLAN


 


1. DEFINITIONS.
Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this XL Fleet Corp. 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, 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.


 


Change of Control means the occurrence
of any of the following events:


 


Ownership. Any “Person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “Beneficial Owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power
represented by the Company’s then outstanding voting securities (excluding for this purpose any such voting securities held by the
Company or its Affiliates or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions
which the Board of Directors does not approve; or


 


Merger/Sale of Assets. (A) A merger
or consolidation of the Company whether or not approved by the Board of Directors, other than a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity or the parent of such entity) more than 50% of the total voting power
represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding
immediately after such merger or consolidation; or (B) the sale or disposition by the Company of all or substantially all of the Company’s
assets in a transaction requiring shareholder approval; or


 


Change in Board Composition. A
change in the composition of the Board of Directors, as a result of which fewer than a majority of the directors are Incumbent Directors.
“Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date this Plan was initially
adopted, or (B) are elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is
in connection with an actual or threatened proxy contest relating to the election of directors to the Company).


 




     


     


    

 


provided, that if any payment or
benefit payable hereunder upon or following a Change of Control would be required to comply with the limitations of Section 409A(a)(2)(A)(v)
of the Code in order to avoid an additional tax under Section 409A of the Code, such payment or benefit shall be made only if such Change
of Control constitutes a change in ownership or control of the Company, or a change in ownership of the Company’s assets in accordance
with Section 409A of the Code.


 


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 shares of the
Company’s Class A common stock.


 


Company means XL Fleet Corp., 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 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.


 


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
Common Stock means:


 


If the 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 Common Stock, the closing
or, if not applicable, the last price of the 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 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 Common Stock
for the trading day referred to in clause (1), and if bid and asked prices for the Common Stock are regularly reported, the mean
between the bid and the asked price for the Common Stock at the close of trading in the over-the-counter market for the most recent trading
day on which 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


 




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If the 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 of the Code.


 


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.


 


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 XL Fleet Corp.
2020 Equity Incentive Plan.


 


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


 


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


 


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 which may be issued from time to time pursuant to this Plan shall be the sum of: (i) 12,800,000 shares of Common Stock
and (ii) any shares of Common Stock that are represented by awards granted under the Company’s XL Hybrids, Inc. 2010 Equity Incentive
Plan that are forfeited, expire or are cancelled without delivery of shares of Common Stock or which result in the forfeiture of shares
of Common Stock back to the Company on or after December 21, 2020, or the equivalent of such number of Shares after the Administrator,
in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction
in accordance with Paragraph 25 of this Plan, all of which Shares are eligible to be issued as ISOs; provided, however, that no more than
11,763,439 Shares shall be added to the Plan pursuant to subsection (ii).


 


(b) Notwithstanding
Subparagraph (a) above, on the first day of each fiscal year of the Company during the period beginning with the fiscal year immediately
following the fiscal year during which the Plan is first approved by the Company’s shareholders, 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 by an amount equal
to the lesser of (i) 5% of the number of outstanding shares of Common Stock on such date and (ii) an amount determined by the Administrator.
Notwithstanding the foregoing, the maximum number of Shares that may be issued as ISOs under the Plan shall be 260,000,000.


 


(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. Without limiting the generality
of the foregoing, 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 or tax withholding required by the Company in connection with
vesting shall be added back to the Shares available for issuance under the Plan; provided, however that, in the case of ISOs, the foregoing
provisions shall be subject to any limitations under the Code.


 


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;
(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; and (iii) any such amendment shall be made only
after the Administrator determines whether such amendment would cause any adverse tax consequences to the Participant, including, but
not limited to, the annual vesting limitation contained in Section 422(d) of the Code and described in Paragraph 6(b)(iv) below with respect
to ISOs and pursuant to Section 409A of the Code;


 


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


 




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(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; provided, however, that all such interpretations, rules, determinations, terms and conditions shall be made and prescribed
in the context of potential tax consequences under Section 409A of the Code and preserving the tax status under Section 422 of the Code
of those Options which are designated as ISOs. 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.


 


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 not then an Employee, director or Consultant of
the Company or of an Affiliate; provided, however, 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 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.



 




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		(iv)	Additional Conditions: Exercise of any Option may be conditioned upon the Participant’s execution
of a shareholders agreement in a form satisfactory to the Administrator providing for certain protections for the Company and its other
shareholders, including requirements that:



 


		A.	The Participant’s or the Participant’s Survivors’ right to sell or transfer the Shares
may be restricted; and



 


		B.	The Participant or the Participant’s Survivors may be required to execute letters of investment
intent and must also acknowledge that the Shares will bear legends noting any applicable restrictions.



 


		(v)	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 of the Code 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 (v) thereunder.



 


		(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 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 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: The Option Agreements shall restrict the amount of ISOs which may
become exercisable in any calendar year (under this or any other ISO plan of the Company or an Affiliate) so that the aggregate Fair Market
Value (determined on the date each ISO is granted) of the stock with respect to which ISOs are exercisable for the first time by the Participant
in any calendar year does not exceed $100,000.



 




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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 but shall not be less than the minimum consideration required by the Delaware General Corporation Law, if any, on
the date of the grant of the Stock Grant;


 


(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 Section 25 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.


 


8. TERMS
AND CONDITIONS OF OTHER STOCK-BASED AWARDS. The Administrator shall have the right to grant other Stock-Based Awards based upon the
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 stock appreciation rights, 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 Section 25 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 stock appreciation rights (a) have an exercise or base price (per share) that is less than the Fair Market Value per share
of Common Stock on the date of grant or (b) expire more than ten years following the date of grant.


 


The Company intends that the
Plan and any Stock-Based Awards granted hereunder be exempt from the application of Section 409A of the Code or meet the requirements
of paragraphs (2), (3) and (4) of subsection (a) of Section 409A of the Code, to the extent applicable, and be operated in accordance
with Section 409A so that any compensation deferred under any Stock-Based Award (and applicable investment earnings) shall not be included
in income under Section 409A of the Code. Any ambiguities in the Plan shall be construed to effect the intent as described in this Paragraph
8.


 


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 Section 25 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 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 of
the Code.


 


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 in order to comply with any law or regulation (including, without limitation, state securities
or “blue sky” laws) which 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 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 in order to comply with any law or regulation (including, without limitation, state securities
or “blue sky” 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.


 


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.


 




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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.


 


(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.


 




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(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.


 


(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.


 




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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.


 


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.


 


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.


 




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23. PURCHASE
FOR INVESTMENT. Unless the offering and sale of the Shares shall have been effectively registered under the Securities Act, the Company
shall be under no obligation to issue Shares under the Plan unless and until the following conditions have been fulfilled:


 


(a) The
person who receives a Stock Right shall warrant to the Company, prior to the receipt of Shares, that such person is acquiring such Shares
for his or her own account, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares,
in which event the person acquiring such Shares shall be bound by the provisions of the following legend (or a legend in substantially
similar form) which shall be endorsed upon the certificate evidencing the Shares issued pursuant to such exercise or such grant of a Stock
Right:


 


“The shares
represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including
a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933,
as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under
such Act is then available, and (2) there shall have been compliance with all applicable state securities laws.”


 


(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.


 


24. 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.


 


25. 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) Stock
Dividends and Stock Splits. If (i) 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 (ii) 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 Paragraph 3(a) and 4(c) shall also be proportionately adjusted upon the occurrence of such events.


 


(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”), shall,
as to outstanding Options, either: (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.


 




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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).


 


In taking any of the actions
permitted under this Paragraph 25(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.


 


A Stock Right may be subject
to acceleration of vesting and exercisability upon or after a Change of Control as may be provided in the Agreement for such Stock Right,
in any other written agreement between the Company or any Affiliate and the Participant, in any director compensation policy of the Company,
or as otherwise determined by the Administrator.


 


(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 25, including, but not limited to the effect of any, Corporate
Transaction or Change of Control and, subject to Paragraph 4, its determination shall be conclusive.


 


(e) Modification
of Options. Notwithstanding the foregoing, any adjustments made pursuant to Subparagraph (a), (b) or (c) above with respect to Options
shall be made only after the Administrator determines whether such adjustments would (i) constitute a “modification” of any
ISOs (as that term is defined in Section 424(h) of the Code) or (ii) cause any adverse tax consequences for the holders of Options,
including, but not limited to, pursuant to Section 409A of the Code. If the Administrator determines that such adjustments made with respect
to Options would constitute a modification or other adverse tax consequence, it may in its discretion refrain from making such adjustments,
unless the holder of an Option specifically agrees in writing that such adjustment be made and such writing indicates that the holder
has full knowledge of the consequences of such “modification” on his or her income tax treatment with respect to the Option.
This paragraph shall not apply to the acceleration of the vesting of any ISO that would cause any portion of the ISO to violate the annual
vesting limitation contained in Section 422(d) of the Code, as described in Paragraph 6(b)(iv).


 




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26. ISSUANCES
OF SECURITIES. 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.


 


27. 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.


 


28. 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.


 


29. NOTICE
TO COMPANY OF DISQUALIFYING DISPOSITION. Each Employee who receives an ISO must agree to notify the Company in writing immediately
after the Employee makes a Disqualifying Disposition of any Shares acquired pursuant to the exercise of an ISO. A Disqualifying Disposition
is defined in Section 424(c) of the Code and includes any disposition (including any sale or gift) of such Shares before the later of
(a) two years after the date the Employee was granted the ISO, or (b) one year after the date the Employee acquired Shares by exercising
the ISO, except as otherwise provided in Section 424(c) of the Code. If the Employee has died before such Shares are sold, these holding
period requirements do not apply and no Disqualifying Disposition can occur thereafter.


 


30. TERMINATION
OF THE PLAN. The Plan will terminate on December 20, 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.


 


31. 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 of the Code 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 31 shall limit the Administrator’s
authority to take any action permitted pursuant to Paragraph 25.


 


32. 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.


 




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33. SECTION
409A. If a Participant is a “specified employee” as defined in Section 409A of the Code (and as applied according to procedures
of the Company and its Affiliates) as of his separation from service, to the extent any payment under this Plan or pursuant to the grant
of a Stock-Based Award constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A of the
Code), and to the extent required by Section 409A of the Code, no payments due under this Plan or pursuant to a Stock-Based 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 Stock Rights under the Plan that are subject to Section 409A of the Code comply with the requirements
thereof and that Options under the Plan be exempt from the requirements of Section 409A of the Code, 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 a Stock Right, whether by reason of a failure to satisfy
the requirements of Section 409A of the Code or otherwise.


 


34. 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.


 


35. 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.


 


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


 


 


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