Exhibit 10.1


 


ZAGG
INC

EMPLOYEE STOCK PURCHASE PLAN


1.                 
Purpose. This ZAGG Inc Employee Stock Purchase Plan (the “Plan”) is intended to provide employees of
the Company and its Participating Subsidiaries with an opportunity to acquire a proprietary interest in the Company through the
purchase of shares of Common Stock at periodic intervals. The Company intends that the Plan qualify as an “employee stock
purchase plan” under Section 423 of the Code (although the Company makes no undertaking or representation to maintain such
qualification) and the Plan shall be interpreted in a manner that is consistent with that intent. In addition, the Plan authorizes
the grant of purchase rights which do not qualify under Section 423 of the Code but that are designed to achieve desired tax,
securities law or other objectives for eligible employees of the Company or one or more of the Company’s Corporate Affiliates
or Designated Affiliates in particular locations outside the United States


2.                 
Definitions.


“Board”
or “Board of Directors” means the Board of Directors of the Company, as constituted from time to time.


“Code”
means the U.S. Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall
be deemed to include a reference to any regulations promulgated thereunder.


“Committee”
means the committee appointed by the Board to administer the Plan.


“Common
Stock” means the common stock of the Company, par value $.001 per share.


“Company”
means ZAGG Inc, a Nevada corporation, including any successor thereto.


“Compensation”
means base salary, wages, annual bonuses and commissions paid to an Eligible Employee by the Company or a Participating Subsidiary
as compensation for services to the Company or Participating Subsidiary, before deduction for any salary deferral contributions
made by the Eligible Employee to any tax-qualified or nonqualified deferred compensation plan, including overtime, vacation pay,
holiday pay, jury duty pay and funeral leave pay, but excluding education or tuition reimbursements, imputed income arising under
any group insurance or benefit program, travel expenses, business and relocation expenses, and income received in connection with
stock options or other equity-based awards.


“Corporate
Transaction” means a merger, consolidation, acquisition of property or stock, separation, reorganization or other corporate
event described in Section 424 of the Code.


“Designated
Broker” means the financial services firm or other agent designated by the Company to maintain ESPP Share Accounts on
behalf of Participants who have purchased shares of Common Stock under the Plan.


“Effective
Date” means the date as of which this Plan is adopted by the Board, subject to the Plan obtaining shareholder approval
in accordance with Section 19.10 hereof.


“Employee”
means any person who renders services to the Company or a Participating Subsidiary as an employee pursuant to an employment relationship
with such employer. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual
is on military leave, sick leave or other leave of absence approved by the Company or a Participating Subsidiary that meets the
requirements of Treasury Regulation Section 1.421-1(h)(2). Where the period of leave exceeds three (3) months, or such other period
of time specified in Treasury Regulation Section 1.421-1(h)(2), and the individual’s right to re-employment is not guaranteed
by statute or contract, the employment relationship shall be deemed to have terminated on the first day immediately following
such three-month period, or such other period specified in Treasury Regulation Section 1.421-1(h)(2).



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“Eligible
Employee” means an Employee who (i) has been employed by the Company or a Participating Subsidiary for at least one
(1) month and (ii) is customarily employed for at least twenty (20) hours per week and more than five (5) months in any calendar
year. Notwithstanding the foregoing, the Committee may exclude from participation in the Plan or any Offering Employees who are
“highly compensated employees” of the Company or a Participating Subsidiary (within the meaning of Section 414(q)
of the Code) or a sub-set of such highly compensated employees.


“Enrollment
Form” means an agreement pursuant to which an Eligible Employee may elect to enroll in the Plan, to authorize a new
level of payroll deductions, or to stop payroll deductions and withdraw from an Offering Period.


“ESPP
Share Account” means an account into which Common Stock purchased with accumulated payroll deductions at the
end of an Offering Period are held on behalf of a Participant.


“Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.


“Fair
Market Value” means, as of any date, the value of the shares of Common Stock as determined below. If the shares are
listed on any established stock exchange or a national market system, the Fair Market Value shall be the closing price of a share
(or if no sales were reported, the closing price on the date immediately preceding such date) as quoted on such exchange or system
on the day of determination, as reported in The Wall Street Journal. In the absence of an established market for the shares, the
Fair Market Value shall be determined in good faith by the Committee and such determination shall be conclusive and binding on
all persons.


“Offering
Date” means the first Trading Day of each Offering Period as designated by the Committee.


“Offering
or Offering Period” means a period of six months beginning each January 1st and July 1st
of each year; provided, that, pursuant to Section 5, the Committee may change the duration of future Offering Periods (subject
to a maximum Offering Period of twenty-seven (27) months) and/or the start and end dates of future Offering Periods.


“Participant”
means an Eligible Employee who is actively participating in the Plan.


“Participating
Subsidiaries” means the Subsidiaries that have been designated as eligible to participate in the Plan and the Sub-Plan,
and such other Subsidiaries that may be designated by the Committee from time to time in its sole discretion.


“Plan”
means this ZAGG Inc Employee Stock Purchase Plan, as set forth herein, and as amended from time to time.


“Purchase
Date” means the last Trading Day of each Offering Period.


“Purchase
Price” means an amount equal to eighty-five percent (85%) of the Fair Market Value of a share of Common Stock on the
Purchase Date; provided, that the Committee may determine with respect to any Offering Period, so long as such determination is
made and communicated to Participants prior to the first day of the enrollment period designated by the Committee for such Offering
Period, that the Purchase Price with respect to such Offering Period shall mean an amount equal to eighty-five percent (85%) of
the Fair Market Value of a share of Common Stock on the Offering Date or shall mean an amount equal to the lower of eighty-five
percent (85%) of the Fair Market Value of a share of Common Stock on the Offering Date of the Purchase Date; provided, further,
that, the Purchase Price per share of Common Stock will in no event be less than the par value of the Common Stock.



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


“Sub-Plan”
means the Company’s International Employee Stock Purchase Plan, as set forth in Exhibit A hereto, and as amended from time
to time.


“Subsidiary”
means any corporation, domestic or foreign, of which not less than 50% of the combined voting power is held by the Company or
a Subsidiary, whether or not such corporation exists now or is hereafter organized or acquired by the Company or a Subsidiary.
In all cases, the determination of whether an entity is a Subsidiary shall be made in accordance with Section 424(f) of the Code.


“Trading
Day” means any day on which the national stock exchange upon which the Common Stock is listed is open for trading or,
if the Common Stock is not listed on an established stock exchange or national market system, a business day, as determined by
the Committee in good faith.


3.                 
Administration. The Plan shall be administered by the Committee which shall have the authority to construe and interpret
the Plan, prescribe, amend and rescind rules relating to the Plan’s administration and take any other actions necessary
or desirable for the administration of the Plan including, without limitation, adopting sub-plans, including the Sub-Plan, applicable
to particular Participating Subsidiaries or locations, which sub-plans may be designed to be outside the scope of Section 423
of the Code and designed to achieve desired tax, securities law or other objectives for eligible employees of the Company or one
or more of the Company’s Participating Subsidiaries in particular locations outside the United States. The Committee may
correct any defect or supply any omission or reconcile any inconsistency or ambiguity in the Plan. The decisions of the Committee
shall be final and binding on all persons. All expenses of administering the Plan shall be borne by the Company.


4.                 
Eligibility. Unless otherwise determined by the Committee in a manner that is consistent with Section 423 of the Code,
any individual who is an Eligible Employee as of the first day of the enrollment period designated by the Committee for a particular
Offering Period shall be eligible to participate in such Offering Period, subject to the requirements of Section 423 of the Code.
Notwithstanding any provision of the Plan to the contrary, no Eligible Employee shall be granted an option under the Plan if (i)
immediately after the grant of the option, such Eligible Employee (or any other person whose stock would be attributed to such
Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or hold outstanding options to
purchase stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any
Subsidiary or (ii) such option would permit his or her rights to purchase stock under all employee stock purchase plans (described
in Section 423 of the Code) of the Company and its Subsidiaries to accrue at a rate that exceeds $25,000 of the Fair Market Value
of such stock (determined at the time the option is granted) for each calendar year in which such option is outstanding at any
time.


5.                 
Offering Periods. The Plan shall be implemented by a series of Offering Periods, each of which shall be six (6) months
in duration, with new Offering Periods commencing on or about January 1 and July 1 of each year. The Committee shall have the
authority to change the duration, frequency, start and end dates of Offering Periods from time to time.



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6.                 
Participation.


6.1.           
Enrollment; Payroll Deductions. An Eligible Employee may elect to participate in the Plan by properly completing an Enrollment
Form, which may be electronic, and submitting it to the Company, in accordance with the enrollment procedures established by the
Committee. Participation in the Plan is entirely voluntary. By submitting an Enrollment Form, the Eligible Employee authorizes
payroll deductions from his or her pay check in an amount equal to at least 1%, but not more than 75% of his or her Compensation
on each pay day occurring during an Offering Period (or such other maximum percentage as the Committee may establish from time
to time before an Offering Period begins). Payroll deductions shall commence on the first payroll date following the Offering
Date and end on the last payroll date on or before the Purchase Date. The Company shall maintain records of all payroll deductions
but shall have no obligation to pay interest on payroll deductions or to hold such amounts in a trust or in any segregated account.
Unless expressly permitted by the Committee, a Participant may not make any separate contributions or payments to the Plan.


6.2.           
Election Changes. During an Offering Period, a Participant may decrease or increase his or her rate of payroll deductions
applicable to such Offering Period up to three times. To make such a change, the Participant must submit a new Enrollment Form
authorizing the new rate of payroll deductions at least fifteen days before the Purchase Date. A Participant may decrease or increase
his or her rate of payroll deductions for future Offering Periods by submitting a new Enrollment Form authorizing the new rate
of payroll deductions at least fifteen days before the start of the next Offering Period.


6.3.           
No Automatic Re-enrollment. A Participant must make an affirmative election to participate in the Plan and must complete
a new Enrollment Form for each Offering Period, as elections will not carryover from one Offering Period to the next.


7.                 
Grant of Option. On each Offering Date, each Participant in the applicable Offering Period shall be granted an option to
purchase, on the Purchase Date, a number of shares of Common Stock determined by dividing the Participant’s accumulated
payroll deductions by the applicable Purchase Price; provided, however, that in no event shall any Participant purchase more than
4,000 shares of Common Stock during an Offering Period (subject to adjustment in accordance with Section 18 and the limitations
set forth in Section 13 of the Plan).


8.                 
Exercise of Option/Purchase of Shares. A Participant’s option to purchase shares of Common Stock will be exercised
automatically on the Purchase Date of each Offering Period. The Participant’s accumulated payroll deductions will be used
to purchase the maximum number of whole shares that can be purchased with the amounts in the Participant’s notional account.
No fractional shares may be purchased but notional fractional shares of Common Stock will be allocated to the Participant’s
ESPP Share Account to be aggregated with other notional fractional shares of Common Stock on future Purchase Dates, subject to
earlier withdrawal by the Participant in accordance with Section 10 or termination of employment in accordance with Section
11.


9.                 
Transfer of Shares. As soon as reasonably practicable after each Purchase Date, the Company will arrange for the delivery
to each Participant of the shares of Common Stock purchased upon exercise of his or her option. Shares shall be deposited directly
into an ESPP Share Account established in the name of the Participant with a Designated Broker and the shares of Common Stock
shall be retained with such Designated Broker for at least one (1) year following deposit and the Committee may require that such
shares of Common Stock be retained for an additional specified period of time necessary to avoid a disqualifying disposition of
such shares under the U.S. Federal tax laws. Participants will not have any voting, dividend or other rights of a shareholder
with respect to the shares of Common Stock subject to any option granted hereunder until such shares have been delivered pursuant
to this Section 9.



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10.             
Withdrawal.


10.1.       
Withdrawal Procedure. A Participant may withdraw from an Offering by submitting to the Company a revised Enrollment Form
indicating his or her election to withdraw at least fifteen days before the Purchase Date. The accumulated payroll deductions
held on behalf of a Participant in his or her notional account (that have not been used to purchase shares of Common Stock) shall
be paid to the Participant promptly following receipt of the Participant’s Enrollment Form indicating his or her election
to withdraw and the Participant’s option shall be automatically terminated. If a Participant withdraws from an Offering
Period, no payroll deductions will be made during any succeeding Offering Period, unless the Participant re-enrolls in accordance
with Section 6.1 of the Plan.


10.2.       
Effect on Succeeding Offering Periods. A Participant’s election to withdraw from an Offering Period will not have
any effect upon his or her eligibility to participate in succeeding Offering Periods that commence following the completion of
the Offering Period from which the Participant withdraws.


11.             
Termination of Employment; Change in Employment Status. Upon termination of a Participant’s employment for any reason,
including death, disability or retirement, or a change in the Participant’s employment status following which the Participant
is no longer an Eligible Employee, which in either case occurs at least thirty days before the Purchase Date, the Participant
will be deemed to have withdrawn from the Plan and the payroll deductions in the Participant’s notional account (that have
not been used to purchase shares of Common Stock) shall be returned to the Participant, or in the case of the Participant’s
death, to the person(s) entitled to such amounts under Section 17, and the Participant’s option shall be automatically
terminated. If the Participant’s termination of employment or change in status occurs within thirty days before a Purchase
Date, the accumulated payroll deductions shall be used to purchase shares on the Purchase Date.


12.             
Interest. No interest shall accrue on or be payable with respect to the payroll deductions of a Participant in the Plan
or in the Sub-Plan.


13.             
Shares Reserved for Plan.


13.1.       
Number of Shares. A total of 100,000 shares of Common Stock have been reserved as authorized for the grant of options under
the Plan and the Sub-Plan. The shares of Common Stock may be newly issued shares, treasury shares or shares acquired on the open
market.


13.2.       
Over-subscribed Offerings. The number of shares of Common Stock which a Participant may purchase in an Offering under the
Plan and the Sub-Plan may be reduced if the Offering is over-subscribed. No option granted under the Plan or the Sub-Plan shall
permit a Participant to purchase shares of Common Stock which, if added together with the total number of shares of Common Stock
purchased by all other Participants in such Offering would exceed the total number of shares of Common Stock remaining available
under the Plan and the Sub-Plan. If the Committee determines that, on a particular Purchase Date, the number of shares of Common
Stock with respect to which options are to be exercised exceeds the number of shares of Common Stock then available under the
Plan and the Sub-Plan, the Company shall make a pro rata allocation of the shares of Common Stock remaining available for purchase
in as uniform a manner as practicable and as the Committee determines to be equitable.



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14.             
Transferability. No payroll deductions credited to a Participant, nor any rights with respect to the exercise of an option
or any rights to receive Common Stock hereunder may be assigned, transferred, pledged or otherwise disposed of in any way (other
than by will, the laws of descent and distribution, or as provided in Section 17 hereof) by the Participant. Any attempt
to assign, transfer, pledge or otherwise dispose of such rights or amounts shall be without effect.


15.             
Application of Funds. All payroll deductions received or held by the Company under the Plan or the Sub-Plan may be used
by the Company for any corporate purpose to the extent permitted by applicable law, and the Company shall not be required to segregate
such payroll deductions or contributions.


16.             
Statements. Participants will be provided with statements at least annually which shall set forth the contributions made
by the Participant to the Plan or the Sub-Plan, the Purchase Price of any shares of Common Stock purchased with accumulated funds,
the number of shares of Common Stock purchased, and any payroll deduction amounts remaining in the Participant’s notional
account.


17.             
Designation of Beneficiary. A Participant may file, on forms supplied by the Committee, a written designation of beneficiary
who is to receive any shares of Common Stock and cash in respect of any fractional shares of Common Stock, if any, from the Participant’s
ESPP Share Account under the Plan or the Sub-Plan in the event of such Participant’s death. In addition, a Participant may
file a written designation of beneficiary who is to receive any cash withheld through payroll deductions and credited to the Participant’s
notional account in the event of the Participant’s death prior to the Purchase Date of an Offering Period.


18.             
Adjustments Upon Changes in Capitalization; Dissolution or Liquidation; Corporate Transactions.


18.1.       
Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Common Stock, or other
property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Common Stock or other securities of the Company, or other change in the Company’s structure affecting
the Common Stock occurs, then in order to prevent dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan or the Sub-Plan, the Committee will, in such manner as it deems equitable, adjust the number of
shares and class of Common Stock that may be delivered under the Plan and the Sub-Plan, the Purchase Price per share and the number
of shares of Common Stock covered by each outstanding option under the Plan and the Sub-Plan, and the numerical limits of Section
7 and Section 13.


18.2.       
Dissolution or Liquidation. Unless otherwise determined by the Committee, in the event of a proposed dissolution or liquidation
of the Company, any Offering Period then in progress will be shortened by setting a new Purchase Date and the Offering Period
will end immediately prior to the proposed dissolution or liquidation. The new Purchase Date will be before the date of the Company’s
proposed dissolution or liquidation. Before the new Purchase Date, the Committee will provide each Participant with written notice,
which may be electronic, of the new Purchase Date and that the Participant’s option will be exercised automatically on such
date, unless before such time, the Participant has withdrawn from the Offering in accordance with Section 10.


18.3.       
Corporate Transaction. In the event of a Corporate Transaction, each outstanding option will be assumed or an equivalent
option substituted by the successor corporation or a parent or Subsidiary of such successor corporation. If the successor corporation
refuses to assume or substitute the option, the Offering Period with respect to which the option relates will be shortened by
setting a new Purchase Date on which the Offering Period will end. The new Purchase Date will occur before the date of the Corporate
Transaction. Prior to the new Purchase Date, the Committee will provide each Participant with written notice, which may be electronic,
of the new Purchase Date and that the Participant’s option will be exercised automatically on such date, unless before such
time, the Participant has withdrawn from the Offering in accordance with Section 10.



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19.             
General Provisions.


19.1.       
Equal Rights and Privileges. Notwithstanding any provision of the Plan to the contrary and in accordance with Section 423
of the Code, all Eligible Employees who are granted options under the Plan shall have the same rights and privileges.


19.2.       
No Right to Continued Service. Neither the Plan nor any compensation paid hereunder will confer on any Participant the
right to continue as an Employee or in any other capacity.


19.3.       
Rights as Shareholder. A Participant will become a shareholder with respect to the shares of Common Stock that are purchased
pursuant to options granted under the Plan and the Sub-Plan when the shares are transferred to the Participant’s ESPP Share
Account. A Participant will have no rights as a shareholder with respect to shares of Common Stock for which an election to participate
in an Offering Period has been made until such Participant becomes a shareholder as provided above.


19.4.       
Successors and Assigns. The Plan shall be binding on the Company and its successors and assigns.


19.5.       
Entire Plan. This Plan constitutes the entire plan with respect to the subject matter hereof and supersedes all prior plans
with respect to the subject matter hereof.


19.6.       
Compliance with Law. The obligations of the Company with respect to payments under the Plan are subject to compliance with
all applicable laws and regulations. Common Stock shall not be issued with respect to an option granted under the Plan unless
the exercise of such option and the issuance and delivery of the shares of Common Stock pursuant thereto shall comply with all
applicable provisions of law, including, without limitation, the Securities Act, the Exchange Act, and the requirements of any
stock exchange upon which the shares may then be listed.


19.7.       
Term of Plan. The Plan shall become effective on the Effective Date and, unless terminated earlier pursuant to Section
19.8, shall have a term of ten years.


19.8.       
Amendment or Termination. The Committee may, in its sole discretion, amend, suspend or terminate the Plan at any time and
for any reason. If the Plan is terminated, the Committee may elect to terminate all outstanding Offering Periods either immediately
or once shares of Common Stock have been purchased on the next Purchase Date (which may, in the discretion of the Committee, be
accelerated) or permit Offering Periods to expire in accordance with their terms (and subject to any adjustment in accordance
with Section 18). If any Offering Period is terminated before its scheduled expiration, all amounts that have not been
used to purchase shares of Common Stock will be returned to Participants (without interest, except as otherwise required by law)
as soon as administratively practicable.


19.9.       
Applicable Law. The laws of the State of Utah shall govern all questions concerning the construction, validity and interpretation
of the Plan and the Sub-Plan, without regard to such state’s conflict of law rules.



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19.10.   
Shareholder Approval. The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months
before or after the date the Plan is adopted by the Board.


19.11.   
Section 423. The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the
Code. Any provision of the Plan that is inconsistent with Section 423 of the Code shall be reformed to comply with Section 423
of the Code.


19.12.   
Withholding. To the extent required by applicable Federal, state or local law, a Participant must make arrangements satisfactory
to the Company for the payment of any withholding or similar tax obligations that arise in connection with the Plan.


19.13.   
Severability. If any provision of the Plan or the Sub-Plan shall for any reason be held to be invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provision hereof, and the Plan or the Sub-Plan, as the case may
be, shall be construed as if such invalid or unenforceable provision were omitted.


19.14.   
Headings. The headings of sections herein are included solely for convenience and shall not affect the meaning of any of
the provisions of the Plan. 









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EXHIBIT
A


ZAGG INC

INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

(Sub-Plan of the ZAGG Inc Employee Stock Purchase
Plan)


1.                 
Purpose. This ZAGG Inc International Employee Stock Purchase Plan, a sub-plan of the ZAGG Inc Employee Stock Purchase Plan
(the “Sub-Plan”) is intended to provide employees of the Company’s Foreign Subsidiaries with an opportunity
to acquire a proprietary interest in the Company through the purchase of shares of Common Stock at periodic intervals. The Company
intends that the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code (although the Company
makes no undertaking or representation to maintain such qualification) and the Sub-Plan shall be interpreted in a manner that
is consistent with that intent.


The
administration and operation of the Sub-Plan and all provisions of this Sub-Plan shall be governed by the U.S. Plan, except as
expressly otherwise provided herein.


The
Sub-Plan became effective on the designated Effective Date.


 


2.                 
Definitions. The definitions provided in Section 2 of the U.S. Plan shall govern the Sub-Plan, except the following terms
shall have the meanings indicated:


 


“Eligible
Employee” means an Employee who (i) has been employed by the Foreign Subsidiary for at least one (1) month and (ii)
is customarily employed for at least twenty (20) hours per week and more than five (5) months in any calendar year.


“Employee”
means any person who renders services to the Company or a Participating Subsidiary as an employee pursuant to an employment relationship
with such employer or as an independent contractor or consultant pursuant to a contractual relationship with such employer.


“Foreign
Subsidiary” means any Participating Subsidiary located outside the United States which is selected by the Committee
to participate in this Sub-Plan.


“Participant”
means an Eligible Employee of a Foreign Subsidiary who is actively participating in the Sub-Plan.


“U.S.
Plan” means this ZAGG Inc Employee Stock Purchase Plan, to which this Sub-Plan is attached as an exhibit, and as amended
from time to time.


3.                 
Eligibility. Any individual who is an Eligible Employee of a Foreign Subsidiary as of the first day of the enrollment period
designated by the Committee for a particular Offering Period shall be eligible to participate in such Offering Period.


4.                 
Participation. The enrollment and participation of Eligible Employees under the Sub-Plan shall be administered in accordance
with the provisions of Section 6 of the U.S. Plan, provided that payroll deductions for any Participant shall be credited to the
Participant initially in the currency in which paid by the Foreign Subsidiary until converted into U.S. Dollars. Accordingly,
all purchases of Stock under the Sub-Plan are to be made with the U.S. Dollars into which the payroll deductions for the purchase
period or other approved contributions have been converted.



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5.                 
Exercise of Option/Purchase of Shares. The exercise of options and the purchase of Common Stock under the Sub-Plan shall
be administered in accordance with the provisions of Section 8 of the U.S. Plan. For purposes of determining the number of shares
purchasable by a Participant, the accumulated payroll deductions for each Participant account during each Offering Period shall
be converted into U.S. Dollars on the purchase date for that Offering Period on the basis of the exchange rate in effect on such
date. The Committee shall have the absolute discretion to determine the applicable exchange rate to be in effect for each purchase
date by any reasonable method (including, without limitation, the exchange rate actually used by the Company for its intra-Company
financial transactions for the month of such transfer). Any changes or fluctuations in the exchange rate at which the payroll
deductions or other approved contributions collected on the Participant’s behalf are converted into U.S. Dollars on each
purchase date shall be borne solely by the Participant.


6.                 
Shares Reserved for Plan. The Common Stock purchasable by Participants under the Sub-Plan shall be made available from
shares reserved under the U.S. Plan and any shares issued under the Sub-Plan will reduce, on a share-for-share basis, the number
of shares of Stock available for subsequent issuance under the U.S. Plan. Over-subscribed offerings shall be governed in accordance
with the provisions of Section 13.2 of the U.S. Plan.


7.                 
Adjustments Upon Changes in Capitalization; Dissolution or Liquidation; Corporate Transactions.


7.1.           
Dissolution or Liquidation. Unless otherwise determined by the Committee, in the event of a proposed dissolution or liquidation
of the Company, any Offering Period then in progress will be shortened by setting a new Purchase Date and the Offering Period
will end immediately prior to the proposed dissolution or liquidation. The new Purchase Date will be before the date of the Company’s
proposed dissolution or liquidation. Before the new Purchase Date, the Committee will provide each Participant with written notice,
which may be electronic, of the new Purchase Date and that the Participant’s option will be exercised automatically on such
date and all payroll deductions for such Participant shall be converted to U.S. Dollars in accordance with Section 6 on
such date, unless before such time, the Participant has withdrawn from the Offering in accordance with Section 10.


7.2.           
Corporate Transaction. In the event of a Corporate Transaction, each outstanding option will be assumed or an equivalent
option substituted by the successor corporation or a parent or Subsidiary of such successor corporation. If the successor corporation
refuses to assume or substitute the option, the Offering Period with respect to which the option relates will be shortened by
setting a new Purchase Date on which the Offering Period will end. The new Purchase Date will occur before the date of the Corporate
Transaction. Prior to the new Purchase Date, the Committee will provide each Participant with written notice, which may be electronic,
of the new Purchase Date and that the Participant’s option will be exercised automatically on such date and all payroll
deductions for such Participant shall be converted to U.S. Dollars in accordance with Section 6 on such date, unless before
such time, the Participant has withdrawn from the Offering in accordance with Section 10.


8.                 
General Provisions.


8.1.           
No Right to Continued Service. Neither the Sub-Plan nor any compensation paid hereunder will confer on any Participant
the right to continue as an Employee or in any other capacity.


8.2.           
Payment of Tax Obligations. To the extent required by applicable law, a Participant must make arrangements satisfactory
to the Company for the payment of any tax obligations that arise in connection with the Sub-Plan.







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