Exhibit 10.1


 


tela bio,
INC.


 


Amended
and restated 2019 EQUITY INCENTIVE PLAN


 


Section
1.            Purpose;
Definitions. The purposes of the TELA Bio, Inc. Amended and Restated 2019 Equity Incentive Plan (as amended from time to
time, the “Plan”) are to: (a) enable TELA Bio, Inc. (the “Company”) and its affiliated companies
to recruit and retain highly qualified employees, directors and consultants; (b) provide those employees, directors and consultants
with an incentive for productivity; and (c) provide those employees, directors and consultants with an opportunity to share in
the growth and value of the Company.


 


For purposes of the Plan, the following terms
will have the meanings defined below, unless the context clearly requires a different meaning:


 


(a)          
“Affiliate” means, with respect to a Person, a Person that directly or indirectly controls, is controlled
by, or is under common control with such Person.


 


(b)         
“Applicable Law” means the legal requirements relating to the administration of and issuance of securities
under stock incentive plans, including, without limitation, the requirements of state corporations law, federal, state and foreign
securities law, federal, state and foreign tax law, and the requirements of any stock exchange or quotation system upon which the
Shares may then be listed or quoted.


 


(c)          
“Award” means an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units
or Cash or Other Stock Based Awards made under this Plan.


 


(d)         
“Award Agreement” means, with respect to any particular Award, the written document that sets forth the
terms of that particular Award.


 


(e)         
“Board” means the Board of Directors of the Company, as constituted from time to time.


 


(f)          
“Cash or Other Stock Based Award” means an award that is granted under Section 10.


 


(g)          “Cause”
means (i) Participant’s indictment, commission of, or the entry of a plea of guilty or no contest to (A) a felony or
(B) any crime (other than a felony) that causes the Company or its Affiliates public disgrace or disrepute, or adversely
affects the Company’s or its Affiliates’ operations or financial performance or the relationship the Company has
with its Affiliates, customers and suppliers, (ii) Participant’s commission of an act of gross negligence, willful
misconduct, fraud, embezzlement, theft or material dishonesty with respect to the Company or any of its Affiliates, (iii) a
breach of Participant’s fiduciary duty of loyalty to the Company or any of its Affiliates, (iv) alcohol abuse or use of
controlled substances (other than prescription drugs taken in accordance with a physician’s prescription) by
Participant, (v) material breach of any agreement with the Company or any of its Affiliates, including any restrictive
covenant agreement, (vi) a material breach of any Company policy regarding employment practices, or (vii) refusal to perform
the lawful directives of the Board, or if applicable, Participant’s direct report, if not cured within thirty (30) days
following receipt by Participant from the Company of written notice thereof. Notwithstanding the foregoing, if a Participant
and the Company (or any of its Affiliates) have entered into an employment agreement, consulting agreement or other similar
agreement that specifically defines “cause,” then with respect to such Participant, “Cause” shall
have the meaning defined in such other agreement.


 






     


     


    

 


(h)         
“Change in Control” shall mean the occurrence of any of the following events: (i) any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes a “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
power to vote for the election of directors of the Company; (ii) during any twelve month period, individuals who at the beginning
of such period constitute the Board and any new director (other than a director designated by a person who has entered into an
agreement with the Company to effect a transaction described in Section 1(h)(i), Section 1(h)(iii), Section 1(h)(iv)
or Section 1(h)(v) hereof) whose election by the Board or nomination for election by the Company’s stockholders was
approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the
period of whose election or nomination for election was previously approved, cease for any reason to constitute a majority thereof;
(iii) the merger or consolidation of the Company with another corporation where the stockholders of the Company, immediately prior
to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such
stockholders to 50% or more of all votes to which all stockholders of the surviving corporation would be entitled in the election
of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote); (iv) the
sale or other disposition of all or substantially all of the assets of the Company; (v) a liquidation or dissolution of the Company
or (vi) such other event deemed to constitute a “Change in Control” by the Board.


 


Notwithstanding anything in the Plan or an
Award Agreement to the contrary, if an Award is subject to Section 409A of the Code, no event that, but for the application of
this paragraph, would be a Change in Control as defined in the Plan or the Award Agreement, as applicable, shall be a Change in
Control unless such event is also a “change in control event” as defined in Section 409A of the Code.


 


(i)           
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.


 


(j)           
“Committee” means the committee designated by the Board to administer the Plan under Section 2.
To the extent required under Applicable Law, the Committee shall have at least two members and each member of the Committee shall
be a Non-Employee Director.


 


(k)          
“Director” means a member of the Board.


 


(l)           
“Disability” means a condition rendering a Participant Disabled.


 






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(m)         
“Disabled” will have the same meaning as set forth in Section 22(e)(3) of the Code.


 


(n)         
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


(o)         
“Fair Market Value” means, as of any date, the value of a Share determined as follows: (i) if the
Shares are listed on any established stock exchange or a national market system, including, without limitation, the Nasdaq Global
Market, the Fair Market Value of a Share will be the closing sales price for such stock as quoted on that system or exchange (or
the system or exchange with the greatest volume of trading in Shares) at the close of regular hours trading on the day of determination;
(ii) if the Shares are regularly quoted by recognized securities dealers but selling prices are not reported, the Fair Market
Value of a Share will be the mean between the high bid and low asked prices for Shares at the close of regular hours trading on
the day of determination; or (iii) if Shares are not traded as set forth above, the Fair Market Value will be determined in
good faith by the Committee taking into consideration such factors as the Committee considers appropriate, such determination by
the Committee to be final, conclusive and binding. Notwithstanding the foregoing, in connection with a Change in Control, Fair
Market Value shall be determined in good faith by the Committee, such determination by the Committee to be final conclusive and
binding.


 


(p)         
“Incentive Stock Option” means any Option intended to be an “Incentive Stock Option” within
the meaning of Section 422 of the Code.


 


(q)        
“Non-Employee Director” will have the meaning set forth in Rule 16b-3(b)(3)(i) promulgated by the
Securities and Exchange Commission under the Exchange Act, or any successor definition adopted by the Securities and Exchange Commission.


 


(r)          
“Non-Qualified Stock Option” means any Option that is not an Incentive Stock Option.


 


(s)          
“Option” means any option to purchase Shares (including an option to purchase Restricted Stock, if the
Committee so determines) granted pursuant to Section 5 hereof.


 


(t)          
“Parent” means, in respect of the Company, a “parent corporation” as defined in Section 424(e)
of the Code.


 


(u)         
“Participant” means an employee, consultant, Director, or other service provider of or to the Company
or any of its respective Affiliates to whom an Award is granted.


 


(v)         
“Person” means an individual, partnership, corporation, limited liability company, trust, joint venture,
unincorporated association, or other entity or association.


 


(w)         
“Restricted Stock” means Shares that are subject to restrictions pursuant to Section 8 hereof.


 


(x)          
“Restricted Stock Unit” means a right granted under and subject to restrictions pursuant to Section
9 hereof.


 






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(y)         
“Shares” means shares of the Company’s common stock, par value $0.001, subject to substitution
or adjustment as provided in Section 3(c) hereof.


 


(z)          
“Stock Appreciation Right” means a right granted under and subject to Section 6 hereof.


 


(aa)        
“Subsidiary” means, in respect of the Company, a subsidiary company as defined in Sections 424(f)
and (g) of the Code.


 


Section
2.            Administration.
The Plan shall be administered by the Committee; provided that, notwithstanding anything to the contrary herein, in its
sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under
the Plan except with respect to matters which under Applicable Law are required to be determined in the sole discretion of the
Committee. Any action of the Committee in administering the Plan shall be final, conclusive and binding on all persons, including
the Company, its Subsidiaries, Affiliates, their respective employees, the Participants, persons claiming rights from or through
Participants and stockholders of the Company.


 


The Committee will have full authority to
grant Awards under this Plan and determine the terms of such Awards. Such authority will include the right to:


 


(a)          
select the individuals to whom Awards are granted (consistent with the eligibility conditions set forth in Section 4);


 


(b)         
determine the type of Award to be granted;


 


(c)         
determine the number of Shares, if any, to be covered by each Award;


 


(d)         
establish the other terms and conditions of each Award;


 


(e)         
approve forms of agreements (including Award Agreements) for use under the Plan; and


 


(f)          
 modify or amend each Award, subject to the Participant’s consent if such modification or amendment would materially
impair such Participant’s rights.


 


The Committee will have the authority to adopt,
alter and repeal such administrative rules, guidelines and practices governing the Plan as it, from time to time, deems advisable;
to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement); and to otherwise
take any action that may be necessary or desirable to facilitate the administration of the Plan. The Committee may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the extent
it deems necessary to carry out the intent of the Plan.


 


To the extent permitted by Applicable
Law, the Committee may delegate to one or more officers of the Company the authority to grant Awards to Participants who are
not subject to the requirements of Section 16 of the Exchange Act and the rules and regulations thereunder. Any such
delegation shall be subject to the applicable corporate laws of the State of Delaware. The Committee may revoke any such
allocation or delegation at any time for any reason with or without prior notice.


 






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No Director will be liable for any good faith
determination, act or omission in connection with the Plan or any Award.


 


Section
3.            Shares
Subject to the Plan.


 


(a)          
Shares Subject to the Plan. Subject to adjustment as provided in Section 3(c) of the Plan, the maximum number
of Shares that may be issued in respect of Awards under the Plan is the sum of: (i) 1,770,410 Shares and (ii) subject to prior
approval by the Board in each instance, an annual increase on or about December 1, 2020 and each anniversary of such date thereafter
prior to the termination of the Plan, equal to the lesser of (A) 432,442 Shares, (B) 4% of the Shares outstanding (on an as-converted
basis) on the last day of the immediately preceding fiscal year and (C) such smaller number of Shares as determined by the Board
(collectively, the “Plan Limit”), all of which Shares may be issued in respect of Incentive Stock Options. Any
Shares issued hereunder may consist, in whole or in part, of authorized and unissued Shares or treasury shares. Any Shares issued
by the Company through the assumption or substitution of outstanding grants in connection with the acquisition of another entity
shall not reduce the maximum number of Shares available for delivery under the Plan. The maximum total grant date fair value of
Awards (as measured by the Company for financial accounting purposes) granted to any Participant in his or her capacity as a Non-Employee
Director in any single calendar year shall not exceed $600,000.


 


(b)         
Effect of the Expiration or Termination of Awards. If and to the extent that an Option or a Stock Appreciation Right
expires, terminates or is canceled or forfeited for any reason without having been exercised in full, the Shares associated with
that Award will again become available for grant under the Plan. Similarly, if and to the extent an Award of Restricted Stock or
Restricted Stock Units is canceled or forfeited for any reason, the Shares subject to that Award will again become available for
grant under the Plan. Shares withheld in settlement of a tax withholding obligation associated with an Award, or in satisfaction
of the exercise price payable upon exercise of an Option, will again become available for grant under the Plan.


 


(c)         
Other Adjustment. In the event of any corporate event or transaction such as a merger, consolidation, reorganization,
recapitalization, stock split, reverse stock split, split up, spin-off, combination of shares, exchange of shares, stock dividend,
dividend in kind, or other like change in capital structure (other than ordinary cash dividends) to stockholders of the Company,
or other similar corporate event or transaction affecting the Shares, the Committee, to prevent dilution or enlargement of Participants’
rights under the Plan, shall, in such manner as it may deem equitable, substitute or adjust, in its sole discretion, the number
and kind of shares that may be issued under the Plan or under any outstanding Awards, the number and kind of shares subject to
outstanding Awards, the exercise price, grant price or purchase price applicable to outstanding Awards, and/or any other affected
terms and conditions of this Plan or outstanding Awards.


 






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(d)         
Change in Control. Notwithstanding anything to the contrary set forth in the Plan, upon or in anticipation of any
Change in Control, the Committee may, in its sole and absolute discretion and without the need for the consent of any Participant,
take one or more of the following actions contingent upon the occurrence of that Change in Control:


 


(i)         
cause any or all outstanding Awards to become vested and immediately exercisable (as applicable), in whole or in part;


 


(ii)        
cause any outstanding Option or Stock Appreciation Right to become fully vested and immediately exercisable for a reasonable
period in advance of the Change in Control and, to the extent not exercised prior to that Change in Control, cancel that Option
or Stock Appreciation Right upon closing of the Change in Control;


 


(iii)       
cancel any unvested Award or unvested portion thereof, with or without consideration;


 


(iv)       
cancel any Award in exchange for a substitute award;


 


(v)        
redeem any Restricted Stock or Restricted Stock Unit for cash and/or other substitute consideration with value equal to
the Fair Market Value of an unrestricted Share on the date of the Change in Control;


 


(vi)       
cancel any Option or Stock Appreciation Right in exchange for cash and/or other substitute consideration with a value equal
to: (A) the number of Shares subject to that Option or Stock Appreciation Right, multiplied by (B) the difference, if
any, between the Fair Market Value per Share on the date of the Change in Control and the exercise price of that Option or the
base price of the Stock Appreciation Right; provided, that if the Fair Market Value per Share on the date of the Change
in Control does not exceed the exercise price of any such Option or the base price of any such Stock Appreciation Right, the Committee
may cancel that Option or Stock Appreciation Right without any payment of consideration therefor; and/or


 


(vii)      
take such other action as the Committee shall determine to be reasonable under the circumstances.


 


In the discretion of the Committee, any cash
or substitute consideration payable upon cancellation of an Award may be subjected to (i) vesting terms substantially identical
to those that applied to the cancelled Award immediately prior to the Change in Control, or (ii) earn-out, escrow, holdback
or similar arrangements, to the extent such arrangements are applicable to any consideration paid to stockholders in connection
with the Change in Control.


 


Notwithstanding any provision of this Section
3(d), in the case of any Award subject to Section 409A of the Code, the Committee shall only be permitted to take actions under
this Section 3(d) to the extent that such actions would be consistent with the intended treatment of such Award under Section
409A of the Code.


 


(e)           Foreign
Holders. Notwithstanding any provision of the Plan to the contrary, in order to
comply with the laws in countries other than the United States in which the Company and its Subsidiaries operate or
have employees, directors and consultants, or in order to comply with the requirements
of any foreign securities exchange or other Applicable Law, the Committee, in its sole discretion, shall have the power and
authority to: (i) modify the terms and conditions of any Award granted to employees, directors and consultants outside
the United States to comply with Applicable Law (including, without limitation, applicable foreign laws or listing
requirements of any foreign securities exchange); (ii) establish subplans and modify exercise procedures and other terms and
procedures, to the extent such actions may be necessary or advisable; provided, however, that no such
subplans and/or modifications shall increase the share limitations contained in Section 3(a); and (iii) take any
action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local
governmental regulatory exemptions or approvals or listing requirements of any foreign securities exchange.


 






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Section
4.            Eligibility.
Employees, Directors, consultants, and other individuals who provide services to the Company or its Affiliates are eligible to
be granted Awards under the Plan; provided, however, that only employees of the Company, any Parent or a Subsidiary are
eligible to be granted Incentive Stock Options.


 


Section
5.            Options.
Options granted under the Plan may be of two types: (i) Incentive Stock Options or (ii) Non-Qualified Stock Options.
The Award Agreement shall state whether such grant is an Incentive Stock Option or a Non-Qualified Stock Option.


 


The Award Agreement evidencing any Option
will incorporate the following terms and conditions and will contain such additional terms and conditions, not inconsistent with
the terms of the Plan, as the Committee deems appropriate in its sole and absolute discretion:


 


(a)          
Option Price. The exercise price per Share under an Option will be determined by the Committee and will not be less
than 100% of the Fair Market Value of a Share on the date of the grant. However, any Incentive Stock Option granted to any Participant
who, at the time the Option is granted, owns, either directly and/or within the meaning of the attribution rules contained in Section 424(d)
of the Code, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, will have
an exercise price per Share of not less than 110% of Fair Market Value per Share on the date of the grant.


 


(b)         
Option Term. The term of each Option will be fixed by the Committee, but no Option will be exercisable more than
10 years after the date the Option is granted. However, any Incentive Stock Option granted to any Participant who, at the time
such Option is granted, owns, either directly and/or within the meaning of the attribution rules contained in Section 424(d)
of the Code, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, may not
have a term of more than 5 years. No Option may be exercised by any Person after expiration of the term of the Option.


 


(c)           Exercisability.
Options will vest and be exercisable at such time or times and subject to such terms and conditions as determined by the
Committee. Such terms and conditions may include the continued employment or service of the Participant, the attainment of
specified individual or corporate performance goals, or such other factors as the Committee may determine in its sole
discretion (the “Vesting Conditions”). The Committee may provide in
the terms of an Award Agreement that the Participant may exercise the unvested portion of an Option in whole or in
part in exchange for shares of Restricted Stock subject to the same vesting terms as the portion of the Option so
exercised. Restricted Stock acquired upon the exercise of an unvested Option shall be
subject to such additional terms and conditions as determined by the Committee.


 






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(d)              
Method of Exercise. Subject to the terms of the applicable Award Agreement, the exercisability provisions of Section
5(c) and the termination provisions of Section 7, Options may be exercised in whole or in part from time to time during
their term by the delivery of written notice to the Company specifying the number of Shares to be purchased. Such notice will be
accompanied by payment in full of the purchase price, either by certified or bank check, or such other means as the Committee may
accept. The Committee may, in its sole discretion, permit payment of the exercise price of an Option in the form of previously
acquired Shares based on the Fair Market Value of the Shares on the date the Option is exercised or by means of a “net settlement,”
whereby the Option exercise price will not be due in cash and where the number of Shares issued upon such exercise will be equal
to: (A) the product of (i) the number of Shares as to which the Option is then being exercised, and (ii) the excess,
if any, of (a) the then current Fair Market Value per Share over (b) the Option exercise price, divided by (B) the
then current Fair Market Value per Share.


 


No Shares will be issued upon exercise of
an Option until full payment therefor has been made. A Participant will not have the right to distributions or dividends or any
other rights of a stockholder with respect to Shares subject to the Option until the Participant has given written notice of exercise,
has paid in full for such Shares, if requested, has given the representation described in Section 17(a) hereof and fulfills
such other conditions as may be set forth in the applicable Award Agreement.


 


(e)              
Incentive Stock Option Limitations. In the case of an Incentive Stock Option, the aggregate Fair Market Value (determined
as of the time of grant) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the
Participant during any calendar year under the Plan and/or any other plan of the Company, its Parent or any Subsidiary will not
exceed $100,000. For purposes of applying the foregoing limitation, Incentive Stock Options will be taken into account in the order
granted. To the extent any Option does not meet such limitation, that Option will be treated for all purposes as a Non-Qualified
Stock Option.


 


(f)               
Termination of Service. Unless otherwise specified in the applicable Award Agreement or as otherwise provided by
the Committee at or after the time of grant, Options will be subject to the terms of Section 7 with respect to exercise
upon or following termination of employment or other service.


 






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Section
6.               Stock
Appreciation Right. Subject to the other terms of the Plan, the Committee may grant Stock Appreciation Rights to
eligible individuals. Each Stock Appreciation Right shall represent the right to receive, upon exercise, an amount equal to
the number of Shares subject to the Award that is being exercised multiplied by the excess of (i) the Fair Market Value of a
Share on the date the Award is exercised, over (ii) the base price specified in the applicable Award Agreement. Distributions
may be made in cash, Shares, or a combination of both, at the discretion of the Committee. The Award Agreement evidencing
each Stock Appreciation Right shall indicate the base price, the term and the Vesting Conditions for such Award. A Stock
Appreciation Right base price may never be less than the Fair Market Value of the underlying common stock of the Company on
the date of grant of such Stock Appreciation Right. The term of each Stock Appreciation Right will be fixed by the Committee,
but no Stock Appreciation Right will be exercisable more than 10 years after the date the Stock Appreciation Right is
granted. Subject to the terms and conditions of the applicable Award Agreement, Stock Appreciation Rights may be exercised in
whole or in part from time to time during their term by the delivery of written notice to the Company specifying the portion
of the Award to be exercised. Unless otherwise specified in the applicable Award Agreement or as otherwise provided by the
Committee at or after the time of grant, Stock Appreciation Rights will be subject to the terms of Section 7 with
respect to exercise upon or following termination of employment or other service.


 


Section
7.               Termination
of Service. Unless otherwise specified with respect to a particular Option or Stock Appreciation Right in the applicable
Award Agreement or otherwise determined by the Committee, any portion of an Option or Stock Appreciation Right that is not exercisable
upon termination of service will expire immediately and automatically upon such termination and any portion of an Option or Stock
Appreciation Right that is exercisable upon termination of service will expire on the date it ceases to be exercisable in accordance
with this Section 7.


 


(a)              
Termination by Reason of Death. If a Participant’s service with the Company or any Affiliate terminates by
reason of death, any Option or Stock Appreciation Right held by such Participant may thereafter be exercised, to the extent it
was exercisable at the time of his or her death or on such accelerated basis as the Committee may determine at or after grant,
by the legal representative of the estate or by the legatee of the Participant, for a period expiring (i) at such time as
may be specified by the Committee at or after grant, or (ii) if not specified by the Committee, then 12 months from the date
of death, or (iii) if sooner than the applicable period specified under (i) or (ii) above, upon the expiration of
the stated term of such Option or Stock Appreciation Right.


 


(b)              
Termination by Reason of Disability. If a Participant’s service with the Company or any Affiliate terminates
by reason of Disability, any Option or Stock Appreciation Right held by such Participant may thereafter be exercised by the Participant
or his or her personal representative, to the extent it was exercisable at the time of termination, or on such accelerated basis
as the Committee may determine at or after grant, for a period expiring (i) at such time as may be specified by the Committee
at or after grant, or (ii) if not specified by the Committee, then 12 months from the date of termination of service, or (iii) if
sooner than the applicable period specified under (i) or (ii) above, upon the expiration of the stated term of such Option or Stock
Appreciation Right.


 


(c)               Cause.
If a Participant’s service with the Company or any Affiliate is terminated for Cause or if a Participant resigns at a
time that there was a Cause basis for such Participant’s termination: (i) any Option or Stock Appreciation Right,
or portion thereof, not already exercised will be immediately and automatically forfeited as of the date of such termination,
and (ii) any Shares for which the Company has not yet delivered share certificates will be immediately and automatically
forfeited and the Company will refund to the Participant the Option exercise price paid for such Shares, if any.


 






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(d)              
Other Termination. If a Participant’s service with the Company or any Affiliate terminates for any reason other
than death, Disability or Cause, any Option or Stock Appreciation Right held by such Participant may thereafter be exercised by
the Participant, to the extent it was exercisable at the time of such termination, or on such accelerated basis as the Committee
may determine at or after grant, for a period expiring (i) at such time as may be specified by the Committee at or after grant,
or (ii) if not specified by the Committee, then 90 days from the date of termination of service, or (iii) if sooner than
the applicable period specified under (i) or (ii) above, upon the expiration of the stated term of such Option or Stock Appreciation
Right.


 


Section
8.               Restricted
Stock.


 


(a)              
Issuance. Restricted Stock may be issued either alone or in conjunction with other Awards. The Committee will determine
the time or times within which Restricted Stock may be subject to forfeiture, and all other conditions of such Awards. The purchase
price for Restricted Stock may, but need not, be zero.


 


(b)              
Certificates. Upon the Award of Restricted Stock, the Committee may direct that a certificate or certificates representing
the number of Shares subject to such Award be issued to the Participant or placed in a restricted stock account (including an electronic
account) with the transfer agent and in either case designating the Participant as the registered owner. The certificate(s), if
any, representing such shares shall be physically or electronically legended, as applicable, as to sale, transfer, assignment,
pledge or other encumbrances during the Restriction Period. If physical certificates are issued, they will be held in escrow by
the Company or its designee during the Restriction Period. As a condition to any Award of Restricted Stock, the Participant may
be required to deliver to the Company a share power, endorsed in blank, relating to the Shares covered by such Award.


 


(c)              
Restrictions and Conditions. The Award Agreement evidencing the grant of any Restricted Stock will incorporate the
following terms and conditions and such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee
deems appropriate in its sole and absolute discretion:


 


(i)                
During a period commencing with the date of an Award of Restricted Stock and ending at such time or times as specified by
the Committee (the “Restriction Period”), the Participant will not be permitted to sell, transfer, pledge, assign
or otherwise encumber Restricted Stock awarded under the Plan. The Committee may condition the lapse of restrictions on Restricted
Stock upon one or more Vesting Conditions.


 






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(ii)              While
any Share of Restricted Stock remains subject to restriction, the Participant will have, with respect to the Restricted
Stock, the right to vote the Shares. If any cash distributions or dividends are payable with respect to the Restricted Stock,
the Committee, in its sole discretion, may require the cash distributions or dividends to be subjected to the same
Restriction Period as is applicable to the Restricted Stock with respect to which such amounts are paid, or, if the Committee
so determines, reinvested in additional Restricted Stock to the extent Shares are available under Section 3(a) of the
Plan. A Participant shall not be entitled to interest with respect to any dividends or distributions subjected to the
Restriction Period. Any distributions or dividends paid in the form of securities with respect to Restricted Stock will be
subject to the same terms and conditions as the Restricted Stock with respect to which they were paid, including, without
limitation, the same Restriction Period.


 


(iii)           
Subject to the provisions of the applicable Award Agreement or as otherwise determined by the Committee, if a Participant’s
service with the Company and its Affiliates terminates prior to the expiration of the applicable Restriction Period, the Participant’s
Restricted Stock that then remains subject to forfeiture will then be forfeited automatically.


 


Section
9.               Restricted
Stock Units. Subject to the other terms of the Plan, the Committee may grant Restricted Stock Units to eligible individuals
and may impose one or more Vesting Conditions on such units. Each Restricted Stock Unit will represent a right to receive from
the Company, upon fulfillment of any applicable conditions, an amount equal to the Fair Market Value (at the time of the distribution)
of one Share. Distributions may be made in cash, Shares, or a combination of both, at the discretion of the Committee. The Award
Agreement evidencing a Restricted Stock Unit shall set forth the Vesting Conditions and time and form of payment with respect to
such Award. The Participant shall not have any stockholder rights with respect to the Shares subject to a Restricted Stock Unit
Award until that Award vests and the Shares are actually issued thereunder; provided, however, that an Award Agreement
may provide for the inclusion of dividend equivalent payments or unit credits with respect to the Award in the discretion of the
Committee. Subject to the provisions of the applicable Award Agreement or as otherwise determined by the Committee, if a Participant’s
service with the Company terminates prior to the Restricted Stock Unit Award vesting in full, any portion of the Participant’s
Restricted Stock Units that then remain subject to forfeiture will then be forfeited automatically.


 


Section
10.           Cash or Other
Stock Based Awards. Subject to the other terms of the Plan, the Committee may grant Cash or Other Stock Based Awards (including
Awards to receive unrestricted Shares or immediate cash payments) to eligible individuals. The Award Agreement evidencing a Cash
or Other Stock Based Award shall set forth the terms and conditions of such Cash or Other Stock Based Award, including, as applicable,
the term, any exercise or purchase price, performance goals, Vesting Conditions and other terms and conditions. Payment in respect
of a Cash or Other Stock Based Award may be made in cash, Shares, or a combination of cash and Shares, as determined by the Committee.


 


Section
11.           Amendments
and Termination. Subject to any shareholder approval that may be required under Applicable
Law, the Plan may be amended or terminated at any time or from time to time by the Board.


 






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Section
12.           Prohibition
on Repricing Programs. Neither the Committee nor the Board shall (i) implement any cancellation/re-grant program
pursuant to which outstanding Options or Stock Appreciation Rights under the Plan are cancelled and new Options or Stock
Appreciation Rights are granted in replacement with a lower exercise or base price per share, (ii) cancel outstanding
Options or Stock Appreciation Rights under the Plan with exercise prices or base prices per share in excess of the then
current Fair Market Value per Share for consideration payable in equity securities of the Company or (iii) otherwise
directly reduce the exercise price or base price in effect for outstanding Options or Stock Appreciation Rights under the
Plan, without in each such instance obtaining stockholder approval.


 


Section
13.           Conditions
Upon Grant of Awards and Issuance of Shares.


 


(a)              
The implementation of the Plan, the grant of any Award and the issuance of Shares in connection with the issuance, exercise
or vesting of any Award made under the Plan shall be subject to the Company’s procurement of all approvals and permits required
by regulatory authorities having jurisdiction over the Plan, the Awards made under the Plan and the Shares issuable pursuant to
those Awards.


 


(b)              
No Shares or other assets shall be issued or delivered under the Plan unless and until there shall have been compliance
with all applicable requirements of Applicable Law.


 


Section
14.           Limits on
Transferability; Beneficiaries. No Award or other right or interest of a Participant under the Plan shall be pledged, encumbered,
or hypothecated to, or in favor of, or subject to any lien, obligation, or liability of such Participant to, any party, other than
the Company, any Subsidiary or Affiliate, or assigned or transferred by such Participant other than by will or the laws of descent
and distribution, and such Awards and rights shall be exercisable during the lifetime of the Participant only by the Participant
or his or her guardian or legal representative. Notwithstanding the foregoing, the Committee may, in its discretion, provide that
Awards or other rights or interests of a Participant granted pursuant to the Plan (other than an Incentive Stock Option) be transferable,
without consideration, to immediate family members (i.e., children, grandchildren or spouse), to trusts for the benefit of such
immediate family members and to partnerships in which such family members are the only partners. The Committee may attach to such
transferability feature such terms and conditions as it deems advisable. In addition, a Participant may, in the manner established
by the Committee, designate a beneficiary (which may be a person or a trust) to exercise the rights of the Participant, and to
receive any distribution, with respect to any Award upon the death of the Participant. A beneficiary, guardian, legal representative
or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions
of the Plan and any Award Agreement applicable to such Participant, except as otherwise determined by the Committee, and to any
additional restrictions deemed necessary or appropriate by the Committee.


 


Section
15.           Withholding
of Taxes.


 


(a)               Required
Withholding.  All Awards under the Plan shall be subject to applicable federal (including FICA), state and
local tax withholding requirements.  The Company may require that the Participant or other person receiving or
exercising Awards pay to the Company the amount of any federal, state or local taxes that the Company is required to withhold
with respect to such Awards, or the Company may deduct from other wages paid by the Company the amount of any withholding
taxes due with respect to such Awards.


 






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(b)              
Election to Withhold Shares.  If the Committee so permits, Shares subject to an Award may be withheld to
satisfy tax withholding obligations arising with respect thereto based on the Fair Market Value of such Shares at the time of withholding,
to the extent that such withholding would not result in liability classification of such Award (or any portion thereof) under applicable
accounting rules. 


 


Section
16.           Liability
of Company.


 


(a)              
Inability to Obtain Authority. If the Company cannot, by the exercise of commercially reasonable efforts, obtain
authority from any regulatory body having jurisdiction for the sale of any Shares under this Plan, and such authority is deemed
by the Company’s counsel to be necessary to the lawful issuance of those Shares, the Company will be relieved of any liability
for failing to issue or sell those Shares.


 


(b)              
Grants Exceeding Allotted Shares. If Shares subject to an Award exceed, as of the date of grant, the number of Shares
which may be issued under the Plan without additional stockholder approval, that Award will be contingent with respect to such
excess Shares, on the effectiveness under Applicable Law of a sufficient increase in the number of Shares subject to this Plan.


 


(c)              
Rights of Participants and Beneficiaries. The Company will pay all amounts payable under this Plan only to the applicable
Participant, or beneficiaries entitled thereto pursuant to this Plan. The Company will not be liable for the debts, contracts,
or engagements of any Participant or his or her beneficiaries, and rights to cash payments under this Plan may not be taken in
execution by attachment or garnishment, or by any other legal or equitable proceeding while in the hands of the Company.


 


Section
17.           General Provisions.


 


(a)              
The Board may require each Participant to represent to and agree with the Company in writing that the Participant is acquiring
securities of the Company for investment purposes and without a view to distribution thereof and as to such other matters as the
Board believes are appropriate.


 


(b)              
The Awards shall be subject to the Company’s stock ownership policies, as in effect from time to time.


 


(c)              
All certificates for Shares or other securities delivered under the Plan will be subject to such share-transfer orders and
other restrictions as the Board may deem advisable under the rules, regulations and other requirements of the Securities Act of
1933, as amended, the Exchange Act, any stock exchange upon which the Shares are then listed, and any other Applicable Law, and
the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.


 






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(d)              
Nothing contained in the Plan will prevent the Board from adopting other or additional compensation arrangements, subject
to stockholder approval if such approval is required.


 


(e)              
Neither the adoption of the Plan nor the execution of any document in connection with the Plan will: (i) confer upon
any employee or other service provider of the Company or an Affiliate any right to continued employment or engagement with the
Company or such Affiliate, or (ii) interfere in any way with the right of the Company or such Affiliate to terminate the employment
or engagement of any of its employees or other service providers at any time.


 


(f)               
The Awards (whether vested or unvested) shall be subject to rescission, cancellation or recoupment, in whole or in part,
under any current or future “clawback” or similar policy of the Company that is applicable to the Participant. Notwithstanding
any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange
listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government
regulation or stock exchange listing requirement.


 


Section
18.           Effective
Date of Plan. The Plan will become effective on April 20, 2020 (the “Effective Date”).


 


Section
19.           Term of Plan.
Unless the Plan shall theretofore have been terminated in accordance with Section 11, the Plan shall terminate on the 10-year
anniversary of the Effective Date, and no Awards under the Plan shall thereafter be granted.


 


Section
20.           Invalid Provisions.
In the event that any provision of this Plan is found to be invalid or otherwise unenforceable under any Applicable Law, such invalidity
or unenforceability will not be construed as rendering any other provisions contained herein as invalid or unenforceable, and all
such other provisions will be given full force and effect to the same extent as though the invalid or unenforceable provision was
not contained herein.


 


Section
21.           Governing
Law. The Plan and all Awards granted hereunder will be governed by and construed in accordance with the laws and judicial
decisions of the State of Delaware, without regard to the application of the principles of conflicts of laws.


 


Section
22.           Notices.
Any notice to be given to the Company pursuant to the provisions of this Plan must be given in writing and addressed, if to the
Company, to its principal executive office to the attention of its Chief Financial Officer (or such other Person as the Company
may designate in writing from time to time), and, if to a Participant, to the address contained in the Company’s personnel
files, or at such other address as that Participant may hereafter designate in writing to the Company. Any such notice will be
deemed duly given: if delivered personally or via recognized overnight delivery service, on the date and at the time so delivered;
if sent via telecopier or email, on the date and at the time telecopied or emailed with confirmation of delivery; or, if mailed,
five (5) days after the date of mailing by registered or certified mail.


 






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