Exhibit
10.1 


 


 


 


 


 


 


 


 


 


 


 


 




TTEC
HOLDINGS, INC.


 


 



 


 


2020
EQUITY INCENTIVE PLAN


 


 



 


 


 


 


 


 


 


 


 






     


     


    

 


TABLE
OF CONTENTS





 
	 	 	Page
	1. 	ESTABLISHMENT
    AND PURPOSE OF PLAN	1
	2.	DEFINITIONS	1
	 	2.1
    Defined Terms	1
	 	2.2
    Construction	5
	3. 	PLAN
    ADMINISTRATION	5
	 	3.1
    Plan Administrator	5
	 	3.2
    Powers of the Administrator	6
	 	3.3
    Binding Determinations	7
	 	3.4
    Reliance on Experts	7
	 	3.5
    Delegation of Non-Discretionary Functions	7
	4.	SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMIT	7
	 	4.1
    Shares of Common Stock Subject to the Plan; Share Limit	7
	 	4.2
    Counting of Shares	8
	 	4.3
    Reservation of Shares; No Fractional Shares	8
	5.	PARTICIPATION	8
	6.	AWARDS	8
	 	6.1
    Type and Form of Awards	8
	 	6.1.1
    Stock Options	8
	 	6.1.2
    Stock Appreciation Rights	9
	 	6.1.3
    Restricted Stock	9
	 	6.1.4
    Restricted Stock Units	10
	 	6.1.5
    Performance Stock Units	11
	 	6.1.6
    Cash Awards	11
	 	6.1.7
    Other Awards	12
	 	6.2
    Award Agreements	12
	 	6.3
    Deferrals and Settlements	12
	 	6.4
    Consideration for Common Stock or Awards	12
	 	6.5
    Minimum Vesting Schedule	13
	 	6.6
    Transfer Restrictions	13
	 	6.6.1
    Limitations on Exercise and Transfer	13
	 	6.6.2
    Exceptions	13
	 	6.6.3
    Further Exceptions to Limits on Transfer	14
	 	6.7
    International Awards	14
	 	6.8
    Dividend and Dividend Equivalents	14
	7.	EFFECT OF TERMINATION OF SERVICE ON AWARDS	14
	 	7.1
    Termination of Employment	14
	 	7.1.1
    Administrator Determination	14
	 	7.1.2
    General	14
	 	7.1.3
    Stock Options and SARs	15
	 	7.2
    Events Not Deemed Terminations of Service	15
	 	7.3
    Change in Time Commitment	15
	 	7.4
    Effect of Change of Subsidiary Status	16





 






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	8. 	ADJUSTMENTS; ACCELERATION	16
	 	8.1 Adjustments	16
	 	8.2 Change in Control	16
	9.  	TAX PROVISIONS	17
	 	9.1 Tax
    Withholding	17
	 	9.2 Requirement of Notification of Code Section 83(b) Election	17
	 	9.3
    Requirement of Notification of Disqualifying Disposition	17
	10.	OTHER PROVISIONS	18
	 	10.1 Compliance with Laws	18
	 	10.2 Future Awards/Other Rights	18
	 	10.3 No Employment/Service Contract	18
	 	10.4 Plan Not Funded	18
	 	10.5 Effective Date, Termination and Suspension, Amendments	18
	 	10.5.1 Effective Date and Termination	18
	 	10.5.2 Amendment; Termination	19
	 	10.5.3 Stockholder Approval	19
	 	10.5.4 Amendments to Awards	19
	 	10.5.5 Limitations on Amendments to Plan and Awards	19
	 	10.6
    Privileges of Stock Ownership	19
	 	10.7
    Governing Law; Severability; Construction	19
	 	10.7.1 Choice of Law	19
	 	10.7.2 Severability	19
	 	10.7.3 Plan Construction	19
		10.8 Stock-Based Awards in Substitution for Stock Options
                                                                                                or Awards Granted by Other Corporation
	20
	 	10.9 Non-Exclusivity of
    Plan	21
	 	10.10 No Corporate Action Restriction	21
	 	10.11 Other Company Benefit and Compensation Programs	21
	 	10.12 Restrictive Covenants; Cause Forfeiture; Clawback Policy	21
	 	10.12.1 Restrictive Covenants	21
	 	10.12.2 Annulment Upon Termination for Cause	21
	 	10.12.3 Awards Subject to Clawback	22
	 	10.13 Captions	22



 






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TTEC
HOLDINGS, INC.


 


2020
EQUITY INCENTIVE PLAN


 


		1.	ESTABLISHMENT
                                         AND PURPOSE OF PLAN



 


TTEC
Holdings, Inc., a Delaware corporation (the “Company”), hereby establishes the TTEC Holdings, Inc.
2020 Equity Incentive Plan (the “Plan”) as set forth in this document. The purpose of the Plan is to promote
the success of the Company and to increase stockholder value by providing an additional means to attract, motivate, retain and
reward selected employees, non-employee directors, and other eligible persons through the grant of equity and cash Awards that
align the interests of Plan participants with the interests of the Company’s stockholders.


 


		2.	DEFINITIONS



 


2.1        Defined
Terms. As used in the Plan, the
following capitalized terms shall have the meanings set forth below:


 


(a)            “Administrator”
shall mean the Board or one or more Committees appointed by the Board or another Committee (within that Committee’s delegated
authority) to administer all or certain aspects of this Plan, as set forth in Section 3 hereof.


 


(b)            “Affiliate”
shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations of the Exchange Act.


 


(c)            “Award”
shall mean any award granted under the Plan, including any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock
Unit, Performance Stock Unit, cash Award, or Other Stock-Based Award.


 


(d)            “Award
Agreement” shall mean a written or electronic Award agreement between the Company and a Participant evidencing the grant
of an Award under the Plan and containing the terms and conditions of such Award, as determined by the Administrator.


 


(e)            “Board”
shall mean the board of directors of the Company.


 


(f)             “Cause”
shall have the meaning ascribed to such term in any written agreement between the Participant and the Company or an Affiliate
defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any
of the following events, in each case as determined by the Administrator, a Participant’s: (i) commission of a felony
or the commission of any crime involving moral turpitude, theft, embezzlement, fraud, misappropriation of funds, breach of fiduciary
duty, abuse of trust or the violation of any other law or ethical rule relating to the Company; (ii) material or repeated
dishonesty or misrepresentation involving the Company or any Affiliate; (iii) material or repeated misconduct in the performance
or non-performance of the Participant’s responsibilities as an employee, officer, director, or consultant; (iv) violation
of a material condition of employment; (v) unauthorized use of trade secrets or confidential information (or the Company’s
reasonable belief that a Participant has or has attempted to do so); or (vi) aiding a competitor of the Company or any Affiliate.
Any determination by the Administrator whether an event constituting Cause has occurred will be final, binding and conclusive.
For purposes of this definition, the term “Company” shall be interpreted to include any Subsidiary, Affiliate or parent
of the Company, as appropriate.


 






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(g)            “Change
in Control” shall mean and shall be deemed to have occurred upon the occurrence of any one of the following:


 


1.            any
consolidation, merger or other similar transaction (i) involving the Company and its Affiliates (“TTEC”),
if TTEC is not the continuing or surviving corporation, or (ii) which contemplates that all or substantially all of the business
and/or assets of TTEC will be controlled by another corporation, in each case unless, following such consolidation, merger or
other similar transaction, more than fifty one percent (51%) of the combined voting power of the then outstanding voting securities
of such corporation is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities
who were the beneficial owners of at least fifty one percent (51%) of the then outstanding Common Stock and/or other voting securities
of TTEC immediately prior to such consolidation, merger or other similar transaction, in substantially the same proportion as
their ownership immediately prior to such consolidation, merger or other similar transaction;


 


2.            any
sale, lease, exchange or transfer (in one transaction or series of related transactions) of all or substantially all of the assets
of TTEC (a “Disposition”); provided, however, that the foregoing shall not apply to any
Disposition to a corporation with respect to which, following such Disposition, more than fifty one percent (51%) of the combined
voting power of the then outstanding voting securities of such corporation is then beneficially owned, directly or indirectly,
by all or substantially all of the individuals and entities who were the beneficial owners of at least fifty one percent (51%)
of the then outstanding Common Stock and/or other voting securities of TTEC immediately prior to such Disposition, in substantially
the same proportion as their ownership immediately prior to such Disposition;


 


3.            approval
by the stockholders of TTEC of any plan or proposal for the liquidation or dissolution of TTEC, unless such plan or proposal is
abandoned within sixty (60) days following such approval;


 


4.            the
acquisition by any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange), or two
(2) or more persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of fifty one percent (51%) or more of the outstanding shares of voting stock of TTEC; provided, however,
that for purposes of the foregoing, “person” excludes Kenneth D. Tuchman and his affiliates; provided, further
that the foregoing shall exclude any such acquisition (A) by any person made directly from TTEC, (B) made by TTEC
or any Affiliate, or (C) made by an employee benefit plan (or related trust) sponsored or maintained by TTEC or any Affiliate;
or


 


5.            if,
during any period of fifteen (15) consecutive calendar months commencing at any time on or after the date of grant of any Award,
those individuals (the “Continuing Directors”) who either (A) were directors of TTEC on the first day
of each such fifteen (15)-month period, or (B) subsequently became directors of TTEC and whose actual election or initial
nomination for election subsequent to that date was approved by a majority of the Continuing Directors then on the board of directors
of TTEC, cease to constitute a majority of the board of directors of TTEC.


 






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If
the occurrence of a Change in Control is a payment event for an Award that is “non-qualified deferred compensation”
subject to Section 409A, then a Change in Control will be deemed to have occurred only if the transaction is also a “change
in ownership or effective control of” the Company or a “change in the ownership of a substantial portion of the assets
of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5).


 


(h)            “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


(i)             “Committee”
shall mean the Compensation Committee of the Board, or such other Committee of the Board to which administration of the Plan,
or a part of the Plan, has been duly delegated as permitted by applicable law and in accordance with the Plan.


 


(j)             “Common
Stock” shall mean the common stock of the Company, par value $0.01 per share, and such other securities or property
as may become the subject of Awards under this Plan pursuant to an adjustment made under Section 8.1.


 


(k)            “Company”
shall mean TTEC Holdings, Inc., a Delaware corporation.


 


(l)             “Disability”
shall have the meaning ascribed to such term in any written agreement between the Participant and the Company or an Affiliate
defining such term and, in the absence of such agreement, such term means that, in each case as determined by the Administrator:
(i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than
twelve (12) months, or (ii) the Participant is, by reason of any medically determinable physical or mental impairment which
can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving
income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees
of the Company; provided that, in either case, the Participant’s condition also qualifies as a “disability”
for purposes of Section 409A with respect to an Award subject to Section 409A.


 


(m)            “Effective
Date” shall mean the date on which this Plan is approved by the stockholders of the Company.


 


(n)            “Eligible
Person” shall mean any person who is either: (a) an officer, whether or not a director, or employee of the Company
or one of its Subsidiaries; (b) a non-employee director of the Company or one of its Subsidiaries; or (c) an individual
consultant who renders bona fide services (other than services in connection with the offering or sale of securities of the Company
or one of its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Company or one
of its Subsidiaries) to the Company or one of its Subsidiaries and who is selected to participate in this Plan by the Administrator;
provided, however, that a person who is otherwise an Eligible Person under clause (c) above may participate in
this Plan only if such participation would not adversely affect either the Company’s eligibility to use Form S-8 to
register under the Securities Act, the offering and sale of shares issuable under this Plan by the Company, or the Company’s
compliance with any other applicable laws. Eligible Person shall also mean any legal entity that a non-employee director or consultant
may wish to use for compensation purposes.


 



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(o)            “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(p)            “Fair
Market Value” shall mean, unless otherwise determined by the Committee, the fair market value of a share of Common Stock
as of a particular date, determined as follows: (i) the closing sale price reported for such share of Common Stock for such
date on the national securities exchange or national market system on which such stock is principally traded, or if no sale of
shares of Common Stock is reported for such trading day, on the last preceding day on which a sale was reported, or (ii) if
the shares of Common Stock are not then listed on a national securities exchange or national market system, or the value of such
shares is not otherwise determinable, such value as determined by the Committee in good faith in its sole discretion consistent
with the requirements under Section 409A of the Code.


 


(q)            “Incentive
Stock Option” or “ISO” shall mean an Option that is intended to comply with the requirements of Section 422
of the Code.


 


(r)            “Non-Qualified
Stock Option” shall mean an Option that is not intended to comply with the requirements of Section 422 of the Code.


 


(s)            “Option”
shall mean a right to purchase a specified number of shares of Common Stock during a specified period at a pre-established exercise
price as determined by the Administrator, granted pursuant to Section 6.1.1.


 


(t)            “Other-Stock
Based Award” shall mean a stock-based Award issued pursuant to Section 6.1.7.


 


(u)            “Participant”
shall mean any Eligible Person that has been issued an Award under the Plan.


 


(v)            “Performance
Stock Unit” or “PSU” shall mean an Award evidencing the right to receive shares of Common Stock or
equivalent value (as determined by the Administrator) based on the attainment of certain performance goals, issued pursuant to
Section 6.1.5.


 


(w)            “Plan”
shall have the meaning set forth in Section 1 hereof.


 


(x)            “Restricted
Stock” shall mean shares of Common Stock that are subject to forfeiture and restrictions on transferability, issued
pursuant to Section 6.1.3.


 


(y)            “Restricted
Stock Unit” or “RSU” shall mean an Award evidencing the right to receive one share of Common Stock
or equivalent value (as determined by the Administrator) that is restricted or subject to forfeiture provisions, issued pursuant
to Section 6.1.4.


 






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(z)            “Section 409A”
shall mean section 409A of the Code and related Treasury regulations and guidance promulgated thereunder.


 


(aa)          “Securities
Act” shall mean the Securities Act of 1933, as amended.


 


(bb)          “Share
Limit” shall have the number of shares available for issuance under the Plan as set forth in Section 4.1.


 


(cc)          “Stock
Appreciation Right” or “SAR” shall mean a right to receive the appreciation value on the shares of
Common Stock subject to the Award, issued pursuant to Section 6.1.2.


 


(dd)          “Subsidiary”
shall mean any corporation (other than the Company) or other entity controlled by the Company directly or indirectly though one
or more intermediaries.


 


2.2        Construction.
Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural
shall include the singular, and the singular shall include the plural.


 


		3.	PLAN
                                         ADMINISTRATION



 


3.1        Plan
Administrator. This Plan shall be administered by, and all Awards under this Plan shall be authorized by,
the Administrator. Any Committee appointed by the Board to act as the Administrator shall be comprised solely of one or more directors
or such other number of directors as may be required under applicable law and the rules of any applicable stock exchange.
A Committee may delegate some or all of its authority to another Committee so constituted. The Board or a Committee comprised
solely of directors may also delegate, to the extent permitted by applicable law and the rules of any applicable stock exchange,
to one or more officers of the Company, its powers under this Plan (a) to determine the Eligible Persons who will receive
grants of Awards under this Plan, and (b) to determine the number of shares subject to, and the other terms and conditions
of, such Awards. The Board may delegate different levels of authority to different Committees with administrative and grant authority
under this Plan. Unless otherwise provided in the bylaws of the Company or the applicable charter of any Administrator: (a) a
majority of the members of the acting Administrator shall constitute a quorum, and (b) the affirmative vote of a majority
of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator
shall constitute due authorization of an action by the acting Administrator.


 


Grants
of Awards, and transactions in or involving Awards, intended to be exempt under Rule 16b-3 under the Exchange Act, must be
duly and timely authorized by the Board or a Committee consisting solely of two or more non-employee directors, as this requirement
is applied under Rule 16b-3 promulgated under the Exchange Act. Awards granted to non-employee directors shall not be subject
to the discretion of any officer or employee of the Company and shall be administered exclusively by the Board or a Committee
consisting solely of independent directors.


 






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3.2        Powers
of the Administrator. Subject to the express provisions of this Plan, the Administrator is authorized and
empowered to do all things deemed necessary or desirable in connection with the authorization of Awards and the administration
of this Plan (in the case of a delegation to a Committee or one or more officers, within the authority delegated to that Committee
or person(s)), including, without limitation, the authority to:


 


(a)            determine
eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive Awards under
this Plan;


 


(b)            grant
Awards to Eligible Persons, determine the type of Awards to be granted, the price at which securities will be offered or awarded
and the number of securities to be offered or awarded to any of such persons, determine the other specific terms and conditions
of such Awards consistent with the express limits of this Plan, establish the installments, if any, in which such Awards shall
become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine
that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events
of termination or reversion of such Awards;


 


(c)            approve
the forms of Award Agreements, which need not be identical either as to type of Award or among Participants;


 


(d)            construe
and interpret this Plan and any Award Agreements defining the rights and obligations of the Company, its Subsidiaries, and Participants
under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating
to the administration of this Plan or the Awards granted under this Plan;


 


(e)            cancel,
modify, or waive the Company’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding
Awards, subject to any required consent under Section 10.5.5;


 


(f)            accelerate
or extend the vesting or exercisability or extend the term of any or all outstanding Awards (in the case of Options or Stock Appreciation
Rights, within the maximum ten (10)-year term of such Awards) in such circumstances as the Administrator may deem appropriate,
including, without limitation, in connection with a termination of employment or services or other events of a personal nature,
subject to any required consent under Section 10.5.5;


 


(g)            adjust
the number of shares of Common Stock subject to any Award, adjust the price of any or all outstanding Awards or otherwise change
previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject
to compliance with applicable stock exchange requirements, Sections 4 and 10.5.5, and provided that in no case, except
due to an adjustment contemplated by Section 8, shall the terms of any outstanding Awards be amended, by amendment, cancellation
and regrant, or other means, to reduce the per share exercise or base price of any outstanding Option or Stock Appreciation Right
or other Award granted under this Plan, or be exchanged for cash, other Award or Option or Stock Appreciation Right with an exercise
price that is less than the per share exercise price of the original Option or Stock Appreciation Right, without stockholder approval,
and further provided that any adjustment or change in terms made pursuant to this Section 3.2(g) shall be made
in a manner that, in the good faith determination of the Administrator will not likely result in the imposition of additional
taxes or interest under Section 409A;


 






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(h)            determine
the date of grant of an Award, which may be a designated date after but not before the date of the Administrator’s action,
unless otherwise designated by the Administrator, the date of grant of an Award shall be the date upon which the Administrator
took the action granting an Award;


 


(i)             determine
whether, and the extent to which, adjustments are required pursuant to Section 8 hereof and authorize the termination, conversion,
substitution, acceleration or succession of Awards upon the occurrence of an event of the type described in Section 8;


 


(j)             acquire
or settle rights under Awards in cash, stock of equivalent value, or other consideration, subject to the provision of the Plan;
and


 


(k)            determine
the Fair Market Value of the Common Stock or Awards under this Plan from time to time and/or the manner in which such value will
be determined.


 


3.3        Binding
Determinations. Any action taken by, or inaction of, the Company, any Subsidiary, or the Administrator relating
or pursuant to this Plan and within its authority hereunder or under applicable law shall be within the absolute discretion of
that entity or body and shall be conclusive and binding upon all persons. Neither the Board, the Administrator, nor any Committee,
nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction
or determination made in good faith in connection with this Plan or any Award made under this Plan, and all such persons shall
be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense, including, without
limitation, legal fees, arising or resulting therefrom to the fullest extent permitted by law. The foregoing right of indemnification
shall be in addition to any right of indemnification set forth in the Company’s certificate of incorporation and bylaws,
as the same may be amended from time to time, or under any directors and officers liability insurance coverage or written indemnification
agreement with the Company that may be in effect from time to time.


 


3.4        Reliance
on Experts. In making any determination or in taking or not taking any action under this Plan, the
Administrator may obtain and may rely upon the advice of experts, including professional advisors to the Company. The Administrator
shall not be liable for any such action or determination taken or made or omitted in good faith based upon such advice.


 


3.5        Delegation
of Non-Discretionary Functions. In addition to the ability to delegate certain grant authority
to officers of the Company as set forth in Section 3.1, the Administrator may also delegate ministerial,
non-discretionary functions to individuals who are officers or employees of the Company or any of its Subsidiaries or to
third parties.


 


		4.	SHARES
                                         OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMIT



 


4.1        Shares
of Common Stock Subject to the Plan; Share Limit. Subject to the adjustment as provided in Sections 8.1
and 10.8, the maximum number of shares of Common Stock available for issuance under the Plan will be equal 4,000,000 shares of
Common Stock, all of which may be granted, in the sole discretion of the Administrator, as Incentive Stock Options. Common Stock
issued under the Plan shall be either authorized but unissued shares of Common Stock or, to the extent permitted, shares of Common
Stock that have been reacquired by the Company or any Subsidiary.


 






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4.2        Counting
of Shares. The Administrator may adopt reasonable counting procedures to ensure appropriate counting and
to avoid double counting (as, for example, in the case of tandem or substitute Awards) as it may deem necessary or desirable in
its sole discretion. Shares shall be counted against those reserved to the extent shares have been delivered pursuant to an Award
and are no longer subject to a substantial risk of forfeiture. Accordingly, to the extent that an Award under the Plan, in whole
or in part, is canceled, expired, forfeited, settled in cash, or otherwise terminated without delivery of shares of Common Stock
to the Participant, the shares of Common Stock retained by or returned to the Company will not be deemed to have been delivered
under the Plan, as applicable, and will be deemed to remain or become available under this Plan.


 


4.3        Reservation
of Shares; No Fractional Shares. The Company shall at all times reserve a number of shares of Common Stock
sufficient to cover the Company’s obligations and contingent obligations to deliver shares with respect to Awards then outstanding
under this Plan, exclusive of any dividend equivalent obligations to the extent the Company has the right to settle such rights
in cash. No fractional shares shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares
in settlements of Awards under this Plan.


 


		5.	Participation



 


The
Administrator may grant Awards under this Plan only to those persons that the Administrator determines to be Eligible Persons.
The Administrator shall, in its sole and absolute discretion, select from among the Eligible Persons those individuals who shall
receive Awards and become Participants under the Plan. There is no right of any Eligible Person to receive an Award under the
Plan, and the Administrator has absolute discretion to treat Eligible Persons differently from one another under the Plan. Receipt
of an Award by a Participant shall not create the right to receive future Awards under the Plan, but a Participant who has been
granted an Award may, if otherwise eligible, be granted additional Awards if the Administrator shall so determine.


 


		6.	AWARDS



 


6.1       Type
and Form of Awards. The Administrator shall determine the type or types of Award(s) to be made
to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards may also be made in combination
or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee
or compensation plan of the Company or its Subsidiaries. The types of Awards that may be granted under this Plan are:


 


6.1.1     Stock
Options.




 


(a)            General
Option Provisions. Options may only be granted to Eligible Persons for whom the Company would be deemed to be an “eligible
issuer of service recipient stock,” as defined in Treasury Regulation 1.409A-1(b)(5)(iii)(E). An Option may be intended
to be an Incentive Stock Option or a Non-Qualified Stock Option. The Award Agreement for an Option will indicate if the Option
is intended to be an ISO or a Non-Qualified Stock Option. The maximum term of each Option, whether an ISO or a Non-Qualified Stock
Option, shall be ten (10) years. The per share exercise price for each Option shall be not less than one hundred percent
(100%) of the Fair Market Value of a share of Common Stock on the date of grant of the Option. Each Option shall become exercisable
at such times and under such conditions and shall be subject to such other terms as may be determined by the Administrator in
its discretion. When an Option is exercised, the exercise price for the shares underlying such Option shall be paid in full in
cash or such other method permitted by the Administrator consistent with Section 6.4.


 






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(b)            Additional
Rules Applicable to ISOs. Notwithstanding the general Option rules set forth in Section 6.1.1(a), the following
rules shall apply to Options intended to qualify as ISOs. ISOs may only be granted to employees of the Company or its Subsidiaries
(for this purpose, the term “subsidiary” is used as defined in Section 424(f) of the Code, which generally
requires an unbroken chain of ownership of at least fifty percent (50%) of the total combined voting power of all classes of stock
of each subsidiary in the chain beginning with the Company and ending with the subsidiary in question). To the extent that the
aggregate Fair Market Value of shares of Common Stock determined at the time of grant of the applicable Option with respect to
which ISOs first become exercisable by a Participant in any calendar year exceeds $100,000, taking into account both Common Stock
subject to ISOs under this Plan and stock subject to ISOs under all other plans of the Company or its Subsidiaries or any parent
or predecessor corporation, to the extent required by and within the meaning of Section 422 of the Code and the regulations
promulgated thereunder, such Options shall be treated as Non-Qualified Stock Options. In reducing the number of Options treated
as ISOs to meet the $100,000 limit, the most recently granted Options shall be reduced first. To the extent a reduction of simultaneously
granted Options is necessary to meet the $100,000 limit, the Administrator may, in the manner and to the extent permitted by law,
designate which shares of Common Stock are to be treated as shares acquired pursuant to the exercise of an ISO. An Award Agreement
relating to ISOs may contain such other terms and conditions as from time to time are required in order for the Option to be considered
an “incentive stock option,” as that term is defined in Section 422 of the Code. No ISO may be granted to any
person who, at the time the Option is granted, owns, or is deemed to own under Section 424(d) of the Code, shares of
outstanding Common Stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of
the Company, unless the exercise price of such option is at least one hundred and ten percent (110%) of the Fair Market Value
of the stock subject to the Option and the term of such Option does not exceed five (5) years from the date such Option is
granted.


 


6.1.2        Stock
Appreciation Rights. A SAR is an Award that entitles the Participant to receive, upon exercise of the SAR,
a payment in cash and/or Common Stock, or a combination of the two, equal to, or having a Fair Market Value equal to, the product
of (x) number of SARs being exercised multiplied by (y) the excess of (i) the Fair Market Value of a share of Common
Stock on the date the SAR is exercised, over (ii) the “base price” applicable to the SAR. SARs may only be granted
to Eligible Persons for whom the Company would be deemed to be an “eligible issuer of service recipient stock,” as
defined in Treasury Regulation 1.409A-1(b)(5)(iii)(E). The base price of the SAR shall be determined by the Administrator
but shall be not less than the Fair Market Value of the Company’s Common Stock on the date of grant. The maximum term of
a SAR shall be ten (10) years. SARs shall become exercisable at such times and under such conditions and shall be subject
to such other terms as may be determined by the Administrator in its discretion consistent with the terms and conditions of the
Plan.


 






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6.1.3     Restricted
Stock.


 


(a)        General
Restricted Stock Provisions. Restricted Stock is Common Stock subject to such restrictions on transferability, risk of forfeiture
and other restrictions, if any, as the Administrator may impose, which restrictions may lapse separately or in combination at
such times, under such circumstances, including based on achievement of performance goals and/or future service requirements,
in such installments or otherwise, as the Administrator may determine at the date of grant or thereafter. Except to the extent
restricted under the terms of this Plan and the applicable Award Agreement relating to the Restricted Stock, a Participant granted
Restricted Stock shall have all of the rights of a stockholder of the Company, including the right to vote the Restricted Stock
and the right to receive dividends thereon, subject to the provisions of Section 6.1.3(c) and Section 6.8.


 


(b)        Certificates
for Shares. Shares of Restricted Stock granted under this Plan may be evidenced in such manner as the Administrator shall
determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Administrator may
require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such
Restricted Stock, that the Company retain physical possession of the certificates, and that the Participant deliver a stock power
to the Company, endorsed in blank, relating to the Restricted Stock. The Administrator may require that shares of Restricted Stock
are held in escrow until all restrictions lapse.


 


(c)        Dividends
and Splits. As a condition to the grant of an Award of Restricted Stock, any cash dividends paid on shares of Restricted Stock
and any stock distributed in connection with a stock split or stock dividend, and any other property distributed as a dividend,
shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such
dividend or distribution was made. In addition, and subject to applicable law, the Administrator may require or permit a Participant
to elect that any cash dividends paid on Restricted Stock be automatically reinvested in additional shares of Restricted Stock
or applied to the purchase of additional Awards under this Plan, subject to the same vesting schedule as the Restricted Stock
to which the dividend relates.


 


6.1.4     Restricted
Stock Units.


 


(a)        Grant
of Restricted Stock Units. An RSU represents the right to receive from the Company on the relevant scheduled vesting or payment
date for such RSU, one share of Common Stock or, if specified in the applicable Award Agreement, the Fair Market Value of one
share of Common Stock paid in cash. The vesting or payment of an Award of RSUs may be subject to the attainment of specified performance
goals or targets, forfeitability provisions and such other terms and conditions as the Administrator may determine, subject to
the provisions of this Plan.


 


(b)        Dividend
Equivalent Accounts. If, and only if, required by the applicable Award Agreement, prior to the expiration of the applicable
vesting period of an RSU, the Administrator shall provide dividend equivalent rights with respect to RSUs, in which case the Company
shall establish an account for the Participant and reflect in that account any securities, cash or other property comprising any
dividend or property distribution with respect to the shares of Common Stock underlying each RSU. Each amount or other property
credited to any such account shall be subject to the same vesting conditions as the RSU to which it relates. In addition, subject
to applicable law, the Administrator may require or permit a Participant to elect that any such dividend equivalent amounts credited
to the Participant’s account be automatically deemed reinvested in additional RSUs or applied to the purchase of additional
Awards under the Plan, subject to the same vesting schedule as the RSUs to which the dividend equivalent amounts relate. The Participant
shall be paid the amounts or other property credited to such dividend equivalent account at the same time as payment of the RSU.


 






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(c)        Rights
as a Stockholder. Subject to the restrictions imposed under the terms and conditions of this Plan and the applicable Award
Agreement, each Participant receiving RSUs shall have no rights as a stockholder of the Company with respect to such RSUs until
such time as shares of Common Stock are issued to the Participant. In the event an RSU is settled in cash, the Participant receiving
RSUs shall never receive stockholder rights with respect to such Award. No shares of Common Stock shall be issued at the time
an RSU is granted, and the Company will not be required to set aside funds for the payment of any such Award.


 


6.1.5     Performance
Stock Units.


 


(a)        Grant
of Performance Stock Units. A PSU is a performance-based Award that entitles the Participant to receive shares of Common Stock
or, if specified in the Award Agreement, the Fair Market Value of such shares of Common Stock paid in cash, based on the attainment
of one or more performance goals. Each Award of PSUs shall designate a target number of PSUs covered by the Award, with the actual
number of shares of Common Stock earned, if any, to be based on a formula set forth in the Award Agreement related to the attainment
of one or more performance goals set forth in the Award Agreement.


 


(b)        Dividend
Equivalent Accounts. If, and only if, required by the applicable Award Agreement, the Administrator shall pay dividend equivalent
rights with respect to PSUs, in which case a Participant shall be entitled to a cash payment with respect to each PSU earned and
payable in an amount based on the ordinary cash dividends that would have been payable to the Participant had the Participant
been the owner of a number of actual shares of Common Stock equal to the number of PSUs earned, from the date of grant of the
PSU Award through the date the PSU is paid. If so determined by the Administrator and set forth in the applicable Award Agreement,
such cash amount may be credited with earnings or losses as if deemed reinvested in Common Stock or as if used to purchase additional
Awards under the Plan. The amount payable shall be made in a single lump sum on the date on which payment is made in respect of
the related PSUs.


 


(c)        Rights
as a Stockholder. Subject to the restrictions imposed under the terms and conditions of this Plan and the applicable Award
Agreement, each Participant receiving PSUs shall have no rights as a stockholder of the Company with respect to such PSUs until
such time as shares of Common Stock are issued to the Participant. In the event a PSU is settled in cash, the Participant receiving
PSUs shall never receive stockholder rights with respect to such Award. No shares of Common Stock shall be issued at the time
a PSU is granted, and the Company will not be required to set aside funds for the payment of any such Award.


 


6.1.6     Cash
Awards. The Administrator may, from time to time, subject to the provisions of the Plan and such other terms and conditions
as it may determine, grant cash bonuses, including without limitation, discretionary Awards, Awards based on objective or subjective
performance criteria, Awards subject to other vesting criteria or Awards granted consistent with Section 6.1.7 below. Cash
Awards may be awarded in such amount and at such times during the term of the Plan as the Administrator shall determine.


 






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6.1.7     Other
Awards. The other types of Awards that may be granted under this Plan include: (a) stock bonuses or similar rights
to purchase or acquire shares, whether at a fixed or variable price or ratio related to the Common Stock (subject to compliance
with applicable laws), upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria
or other conditions, or any combination thereof; or (b) any similar securities or rights with a value derived from the value
of, or related to, the Common Stock and/or returns thereon.


 


6.2       Award
Agreements. Each Award, other than cash Awards described in Section 6.1.6, shall be evidenced by a written or electronic
Award Agreement in the form approved by the Administrator and, if required by the Administrator, executed or accepted by the recipient
of the Award. The Administrator may authorize any officer of the Company, other than the particular Award recipient, to execute
any or all Award Agreements on behalf of the Company (electronically or otherwise). The Award Agreement shall set forth the material
terms and conditions of the Award as established by the Administrator consistent with the express limitations of this Plan.


 


6.3       Deferrals
and Settlements. Except as otherwise set forth herein, payment of Awards may be in the form of cash, Common Stock, other
Awards or combinations thereof as the Administrator shall determine, and with such restrictions as it may impose. The Administrator
may also require or permit Participants to elect to defer the issuance of shares of Common Stock or the settlement of Awards in
cash under such rules and procedures as it may establish under this Plan. The Administrator may also provide that deferred
settlements include the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting
of dividend equivalents where the deferred amounts are denominated in shares. All mandatory or elective deferrals of the issuance
of shares of Common Stock or the settlement of Awards in cash shall be structured in a manner that is intended to comply with,
or be exempt from, the requirements of Section 409A of the Code.


 


6.4       Consideration
for Common Stock or Awards. The purchase price for any Award granted under this Plan or the Common Stock to be delivered
pursuant to an Award, as applicable, may be paid by means of any lawful consideration as determined by the Administrator and subject
to compliance with applicable laws, including, without limitation, one or a combination of the following methods:


 


(a)        services
rendered by the recipient of such Award;


 


(b)        cash,
check payable to the order of the Company, or electronic funds transfer;


 


(c)        notice
and third-party payment in such manner as may be authorized by the Administrator;


 


(d)        the
delivery of previously owned shares of Common Stock that are fully vested and unencumbered;


 






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(e)        by
a reduction in the number of shares otherwise deliverable pursuant to the Award; or


 


(f)         subject
to such procedures as the Administrator may adopt, pursuant to a cashless exercise” with an approved broker or dealer who
provides financing for the purposes of, or who otherwise facilitates, the purchase or exercise of Awards.


 


In
the event that the Administrator allows a Participant to exercise an Award by delivering shares of Common Stock previously owned
by such Participant and unless otherwise expressly provided by the Administrator, any shares delivered which were initially acquired
by the Participant from the Company upon exercise of an Option or otherwise must have been owned by the Participant at least six
(6) months as of the date of delivery, or such other period as may be required by the Administrator in order to avoid adverse
accounting treatment. Shares of Common Stock used to satisfy the exercise price of an Option shall be valued at their Fair Market
Value on the date of exercise. The Company will not be obligated to deliver any shares with respect to any Award unless and until
it receives full payment of the exercise or purchase price therefor and any related withholding amounts under Section 9.1,
and any other conditions to exercise or purchase, as established from time to time by the Administrator, have been satisfied.
Unless otherwise expressly provided in the applicable Award Agreement, the Administrator may at any time eliminate or limit a
Participant’s ability to pay the purchase or exercise price of any Award by any method other than cash payment to the Company.


 


6.5       Minimum
Vesting Schedule. Except as provided below, all Awards granted under the Plan shall have a minimum one (1) year cliff
vesting schedule meaning that no portion of any Award may be scheduled to vest prior to one (1) year after the date of grant
of such Award. Notwithstanding the foregoing, up to five percent (5%) of the total number of shares of Common Stock authorized
by the Board and the stockholders for issuance under the Plan may be granted pursuant to Awards not subject to the minimum vesting
schedule described above. The Administrator may adopt reasonable counting procedures to determine whether the five percent (5%)
limit in the preceding sentence has been attained. The Administrator may also apply reasonable rules and rounding conventions
to determine whether an Award complies with the above-referenced minimum vesting schedule.


 


6.6       Transfer
Restrictions.


 


6.6.1     Limitations
on Exercise and Transfer. Unless otherwise expressly provided in or pursuant to this Section 6.6, by applicable law
or by an Award Agreement, as the same may be amended, (a) all Awards are non-transferable by the Participant and shall not
be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (b) Awards
shall be exercised only by the Participant; and (c) amounts payable or shares issuable pursuant to any Award shall be delivered
only to, or for the account of, the Participant.


 


6.6.2     Exceptions.
The Administrator may permit Awards to be exercised by and paid to, or otherwise transferred to, other persons or entities
pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole
discretion, establish in writing; provided that any such transfers of ISOs shall be limited to the extent permitted under
the federal tax laws governing ISOs. Any permitted transfer shall be subject to compliance with applicable federal and state securities
laws.


 






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6.6.3     Further
Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 6.6.1 shall not apply to:


 


(a)            transfers
to the Company,


 


(b)            the
designation of a beneficiary to receive benefits in the event of the Participant’s death or, if the Participant has died,
transfers to or exercise by the Participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers
by will or the laws of descent and distribution,


 


(c)            subject
to any applicable limitations on ISOs, transfers to a current or former family member pursuant to a domestic relations order if
approved or ratified by the Administrator,


 


(d)            subject
to any applicable limitations on ISOs, if the Participant has suffered a Disability, permitted transfers or exercises on behalf
of the Participant by his or her legal representative, or


 


(e)            the
authorization by the Administrator of “cashless exercise” procedures with approved brokers or dealers who provide
financing for the purpose of, or who otherwise facilitate, the exercise of Awards consistent with applicable laws and the express
authorization of the Administrator.


 


6.7        International
Awards. One or more Awards may be granted to Eligible Persons who provide services to the Company or one of its Subsidiaries
outside of the United States. Any Awards granted to such persons may, if deemed necessary or advisable by the Administrator, be
granted pursuant to the terms and conditions of any applicable sub-plans, if any, appended to this Plan and approved by the Administrator.


 


6.8        Dividend
and Dividend Equivalents. Notwithstanding anything to the contrary herein, in no event may accrued dividends or dividend
equivalents with respect to any Award issued under the Plan be paid prior to the vesting of the Award to which they relate.


 


		7.	EFFECT
                                         OF TERMINATION OF SERVICE ON AWARDS



 


7.1       Termination
of Employment.


 


7.1.1     Administrator
Determination. The Administrator shall establish the effect of a termination of employment or service on the rights and
benefits under each Award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination
and type of Award. If the Participant is not an employee of the Company or one of its Subsidiaries and provides other services
to the Company or one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan, unless a contract
or the Award Agreement otherwise provides, of whether the Participant continues to render services to the Company or one of its
Subsidiaries and the date, if any, upon which such services shall be deemed to have terminated.


 


7.1.2     General.
For any Award issued under the Plan, unless the Award Agreement provides otherwise, the portion of such Award that is
unvested at the time that a Participant’s employment or service is terminated for any or no reason shall be forfeited and
reacquired by the Company; provided however, that the Administrator may provide, by rule or regulation or in any Award
Agreement, or may determine in any individual case, that such forfeiture requirement shall be waived in whole or in part.


 






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7.1.3     Stock
Options and SARs. For Awards of Options or SARs, unless the Award Agreement provides otherwise, the exercise period of
such Options or SARs shall expire:


 


(a)            three
(3) months after the last day that the Participant is employed by, or provides services to, the Company or its Subsidiaries;
provided however, that in the event of the Participant’s death during this period, those persons entitled to exercise
the Option or SAR pursuant to the laws of descent and distribution shall have one (1) year following the date of the Participant’s
death within which to exercise such Option or SAR;


 


(b)            twelve
(12) months after the last day that the Participant is employed by, or provides services to, the Company or a Subsidiary in the
case of a Participant whose termination of employment or service is due to death or Disability; and


 


(c)            immediately
upon a Participant’s termination for Cause.


 


The
Administrator will, in its absolute discretion, determine the effect of all matters and questions relating to a termination of
a Participant’s employment or service, including, but not limited to, the question of whether a leave of absence constitutes
a termination of employment or service and whether a Participant’s termination is for Cause.


 


7.2        Events
Not Deemed Terminations of Service. Unless the express policy of the Company or any of its Subsidiaries or the Administrator
otherwise provides, the employment relationship shall not be considered terminated in the case of (a) sick leave, (b) military
leave, or (c) any other paid leave of absence authorized by the Company or one of its Subsidiaries, or the Administrator;
provided that unless reemployment upon the expiration of such leave is guaranteed by contract or law, such leave is for
a period of not more than three (3) months. In the case of any employee of the Company or one of its Subsidiaries on an approved
leave of absence, continued vesting of the Award while on leave from the employ of the Company or one of its Subsidiaries may
be suspended until the employee returns to service, unless the Administrator otherwise provides or applicable law otherwise requires.
In no event shall an Award be exercised after the expiration of the term set forth in the Award Agreement.


 


7.3       Change
in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her
services for the Company or any Subsidiaries is reduced (for example, and without limitation, if the Participant is an employee
of the Company and the Participant has a change in status from full-time to part-time or takes an extended leave of absence) after
the date of grant of any Award, the Administrator, in its sole discretion, may (a) make a corresponding reduction in the
number of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date
of such change in time commitment, and (b) in lieu of or in combination with such a reduction, extend the vesting schedule
applicable to such Award in accordance with Section 409A, as applicable. In the event of any such reduction, the Participant
will have no right with respect to any portion of the Award that is so amended.


 






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7.4       Effect
of Change of Subsidiary Status. For purposes of this Plan and any Award, if an entity ceases to be a Subsidiary of the
Company, a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in respect
of such Subsidiary who does not continue as an Eligible Person in respect of the Company or another Subsidiary that continues
as such after giving effect to the transaction or other event giving rise to the change in status.


 


		8.	ADJUSTMENTS;
                                         ACCELERATION



 


8.1       Adjustments.
Upon or in contemplation of (a) any reclassification, recapitalization, stock split (including a stock split in the form
of a stock dividend) or reverse stock split, (b) any merger, arrangement, combination, consolidation, or other reorganization,
(c) any spin-off, split-up, or similar extraordinary dividend distribution in respect of the Common Stock, whether in the
form of securities or property, or (d) any exchange of Common Stock or other securities of the Company, or any similar unusual
or extraordinary corporate event or transaction affecting the Common Stock, the Administrator shall in such manner, to such extent
and at such time as it deems appropriate and equitable in the circumstances, but subject to compliance with applicable laws and
stock exchange requirements, proportionately adjust any or all of (1) the number and type of shares of Common Stock or other
securities that thereafter may be made the subject of Awards, including the Share Limit and the limit on the number of ISOs issuable
under the Plan, (2) the number, amount and type of shares of Common Stock or other securities or property subject to any
or all outstanding Awards, (3) the grant, purchase or exercise price, including the base price of any SAR or similar right,
of any or all outstanding Awards, and (4) the securities, cash or other property deliverable upon exercise or payment of
any outstanding Awards. Any adjustment made pursuant to this Section 8.1 shall be made in a manner that, in the good faith
determination of the Administrator, will not likely result in the imposition of additional taxes or interest under Section 409A
of the Code. With respect to any Award of an ISO, the Administrator may make an adjustment that causes the Option to cease to
qualify as an ISO without the consent of the affected Participant. Any determinations made by the Administrator pursuant to this
Section 8.1 shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares
of Common Stock of any class, or securities convertible into shares of Common Stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.


 


8.2       Change
in Control. Unless otherwise provided in an applicable Award Agreement, in the event of a Change in Control, the Administrator
shall have full discretion to take whatever actions it deems necessary or appropriate with respect to outstanding Awards, including,
but not limited to: (a) to provide for full or partial accelerated vesting of any Award or portion thereof, either immediately
prior to such Change in Control or on such terms and conditions following the Change in Control (such as a termination without
Cause) as the Administrator determines in its sole and absolute discretion, (b) to provide for the assumption of such Awards
or portions thereof or the substitution of such Awards or portions thereof with similar awards of the surviving or acquiring company
or parent thereof, in a manner designed to comply with Section 409A of the Code, (c) to provide for the settlement in
cash or property and cancellation of any Award or portions thereof immediately prior to such Change in Control, which settlement
may, in a manner designed to comply with Code Section 409A, be subject to any escrow, earn-out or other contingent or deferred
payment arrangement that is contemplated by such Change in Control, and (d) take any other actions as the Administrator deems
necessary or advisable in connection with such Change in Control transaction; provided, however, that in the event
the surviving or acquiring company does not assume the outstanding Awards or portions thereof or substitute similar stock awards
for those outstanding under the Plan as of the Change in Control, then (a) the vesting and exercisability, if applicable,
of all Awards or portions thereof shall be accelerated in full immediately prior to such Change in Control, with all performance
goals or other vesting criteria applicable to any performance-based Awards deemed achieved based on performance measured through
the date of the Change in Control, and (b) such outstanding Awards or portions thereof shall terminate and/or be payable
upon the occurrence of the Change in Control. The Administrator may take different actions with respect to different Participants
under the Plan, different Awards under the Plan, and different portions of Awards granted under the Plan.


 






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		9.	TAX
                                         PROVISIONS



 


9.1       Tax
Withholding. Upon any exercise, vesting, or payment of any Award, the Company or one of its Subsidiaries shall have the
right at its option to:


 


(a)        require
the Participant, or the Participant’s personal representative or beneficiary, as the case may be, to pay or provide for
payment of at least the minimum amount of any taxes which the Company or its Subsidiaries may be required to withhold with respect
to such Award event or payment; or


 


(b)        deduct
from any amount otherwise payable in cash to the Participant, or the Participant’s personal representative or beneficiary,
as the case may be, the minimum amount of any taxes which the Company or its Subsidiaries may be required to withhold with respect
to such cash payment.


 


In
any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock under this Plan, the
Administrator may in its sole discretion, subject to Section 10.1, grant (either at the time of the Award or thereafter)
to the Participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish,
to have the Company reduce the number of shares to be delivered by or otherwise reacquire the appropriate number of shares, valued
in a consistent manner at their Fair Market Value or at the sales price in accordance with authorized procedures for cashless
exercises, necessary to satisfy the applicable withholding obligation on exercise, vesting or payment, not in excess of the maximum
statutory rates in the Participant’s applicable jurisdictions.


 


9.2       Requirement
of Notification of Code Section 83(b) Election. If any Participant shall make an election under Section 83(b) of
the Code (to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code) or
under a similar provisions of the laws of a jurisdiction outside the United States, such Participant shall notify the Company
of such election within ten (10) days after filing notice of the election with the Internal Revenue Service or other government
authority, in addition to any filing and notification required pursuant to regulations issued under Code Section 83(b) or
other applicable provision.


 


9.3       Requirement
of Notification of Disqualifying Disposition. If any Participant shall make any disposition of shares of Common Stock
delivered to the Participant pursuant to the exercise of an ISO under the circumstances described in Code Section 421(b) relating
to certain disqualifying dispositions, such Participant shall notify the Company of such disposition within ten (10) days
thereof.


 






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		10.	OTHER
                                         PROVISIONS



 


10.1      Compliance
with Laws. This Plan, the granting and vesting of Awards under this Plan, the offer, issuance and delivery of shares of
Common Stock, the payment of money under this Plan or under Awards are subject to compliance with all applicable federal and state
laws, rules and regulations and to such approvals by any applicable stock exchange listing, regulatory or governmental authority
as may, in the opinion of the counsel for the Company, be necessary or advisable in connection therewith. The person acquiring
any securities under this Plan will, if requested by the Company or any of its Subsidiaries, provide such assurances and representations
to the Company or any of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable
legal and accounting requirements.


 


10.2      Future
Awards/Other Rights. No person shall have any claim or rights to be granted an Award or additional Awards, as the case
may be, under this Plan, subject to any express contractual rights set forth in a document other than this Plan to the contrary.


 


10.3      No
Employment/Service Contract. Nothing contained in this Plan or in any other documents under this Plan or in any Award
Agreement shall confer upon any Eligible Person or other Participant any right to continue in the employ or other service of the
Company or any of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee’s
status as an employee at-will, nor shall interfere in any way with the right of the Company or its Subsidiaries to change a person’s
compensation or other benefits, or to terminate his or her employment or other service, with or without Cause. Nothing in this
Section 10.3, however, is intended to adversely affect any express independent right of such person under a separate employment
or service contract other than an Award Agreement.


 


10.4      Plan
Not Funded. Awards payable under this Plan shall be payable in shares of Common Stock or from the general assets of the
Company, and no special or separate reserve, fund or deposit shall be made to assure payment of such Awards. No Participant, beneficiary
or other person shall have any right, title or interest in any fund or in any specific asset (including shares of Common Stock,
except as expressly otherwise provided) of the Company or any of its Subsidiaries by reason of any Award hereunder. Neither the
provisions of this Plan or of any related documents, nor the creation or adoption of this Plan, nor any action taken pursuant
to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between
the Company or any of its Subsidiaries and any Participant, beneficiary or other person. To the extent that a Participant, beneficiary
or other person acquires a right to receive payment pursuant to any Award hereunder, such right shall be no greater than the right
of any unsecured general creditor of the Company.


 


10.5     Effective
Date, Termination and Suspension, Amendments.


 


10.5.1   Effective
Date and Termination. This Plan was approved by the Board and shall become effective upon approval by the stockholders
of the Company. Unless earlier terminated by the Board, this Plan shall terminate at the close of business ten (10) years
after the date on which it was approved by the Board. After the termination of this Plan either upon such stated expiration date
or its earlier termination by the Board, no additional Awards may be granted under this Plan, but previously granted Awards and
the authority of the Administrator with respect thereto, including the authority to amend such Awards, shall remain outstanding
in accordance with their applicable terms and conditions and the terms and conditions of this Plan.


 






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10.5.2   Amendment;
Termination. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole
or in part. No Awards may be granted during any period that the Board suspends this Plan.


 


10.5.3   Stockholder
Approval. To the extent then required by applicable law or any applicable stock exchange rule or required to preserve
the intended tax consequences of this Plan, or deemed necessary or advisable by the Board, this Plan and any amendment to this
Plan shall be subject to approval by the stockholders of the Company.


 


10.5.4   Amendments
to Awards. Without limiting any other express authority of the Administrator under, but subject to, the express limits
of this Plan, the Administrator may by agreement or resolution waive conditions of or limitations on Awards to Participants that
the Administrator in the prior exercise of its discretion has imposed, without the consent of a Participant, and, subject to the
requirements of Sections 3.2 and 10.5.5, may make other changes to the terms and conditions of Awards. Any amendment or other
action that would constitute a repricing of an Award is subject to the limitations and stockholder approval requirements set forth
in Section 3.2(g).


 


10.5.5   Limitations
on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or change of or affecting any outstanding
Award shall, without written consent of the Participant, affect in any manner materially adverse to the Participant any rights
or benefits of the Participant or obligations of the Company under any Award granted under this Plan. Changes, settlements and
other actions contemplated by Section 8 shall not be deemed to constitute changes or amendments for purposes of this Section 10.5.5.


 


10.6      Privileges
of Stock Ownership. Except as otherwise expressly authorized by the Administrator or this Plan, a Participant shall not
be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered to and held of record
by the Participant. Except as expressly provided herein, no adjustment will be made for dividends or other rights as a stockholder
of the Company for which a record date is prior to such date of delivery.


 


10.7      Governing
Law; Severability; Construction.


 


10.7.1   Choice
of Law. This Plan, the Awards, all documents evidencing Awards and all other related documents shall be governed by, and
construed in accordance with the laws of the State of Delaware.


 


10.7.2   Severability.
If a court of competent jurisdiction holds any provision of this Plan invalid and unenforceable, the remaining provisions
of this Plan shall continue in effect and the Plan shall be construed and enforced without regard to the illegal or invalid provision.


 


10.7.3            Plan
Construction.


 


(a)            Rule 16b-3.
It is the intent of the Company that the Awards and transactions permitted by the Awards be interpreted in a manner that,
in the case of Participants who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum extent compatible
with the express terms of the Award, for exemption from matching liability under Rule 16b-3 promulgated under the Exchange
Act. Notwithstanding the foregoing, the Company shall have no liability to any Participant for Section 16 consequences of
Awards or events under Awards if an Award or event does not so qualify.


 






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(b)            Compliance
with Section 409A of the Code. The Board intends that, except as may be otherwise determined by the Administrator, any
Awards under the Plan will be either exempt from, or satisfy the requirements of, Section 409A to avoid the imposition of
any taxes, including additional income or penalty taxes, thereunder. If the Administrator determines that an Award, Award Agreement,
acceleration, adjustment to the terms of an Award, payment, distribution, deferral election, transaction or any other action or
arrangement contemplated by the provisions of the Plan would, if undertaken, cause a Participant’s Award to violate Section 409A,
unless the Administrator expressly determines otherwise, such Award, Award Agreement, payment, acceleration, adjustment, distribution,
deferral election, transaction or other action or arrangement shall not be undertaken and the related provisions of the Plan and/or
Award Agreement will be deemed modified or, if necessary, rescinded in order to comply with the requirements of Section 409A
to the extent determined by the Administrator without the consent of or notice to the Participant. Notwithstanding the foregoing,
neither the Company nor the Administrator shall have any obligation to take any action to prevent the assessment of any excise
tax or penalty on any Participant under Section 409A.


 


(c) No
Guarantee of Favorable Tax Treatment. Although the Company intends that Awards under the Plan will be exempt from, or will
comply with, the requirements of Section 409A of the Code, the Company does not warrant that any Award under the Plan will
qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign
law. The Company shall not be liable to any Participant for any tax, interest or penalties the Participant might owe as a result
of the grant, holding, vesting, exercise or payment of any Award under the Plan.


 


10.8      Stock-Based
Awards in Substitution for Stock Options or Awards Granted by Other Corporation. Awards may be granted to Eligible Persons
in substitution for or in connection with an assumption of employee stock options, stock appreciation right, restricted stock
or other stock-based awards granted by other entities to persons who are or who will become Eligible Persons in respect of the
Company or one of its Subsidiaries, in connection with a distribution, arrangement, business combination, merger or other reorganization
by or with the granting entity or an affiliated entity, or the acquisition by the Company or one of its Subsidiaries, directly
or indirectly, of all or a substantial part of the stock or assets of the employing entity. The Awards so granted need not comply
with other specific terms of this Plan, provided the Awards reflect only adjustments giving effect to the assumption or substitution
consistent with the conversion applicable to the Common Stock in the transaction and any change in the issuer of the security.
Any shares that are delivered and any Awards that are granted by, or become obligations of, the Company, as a result of the assumption
by the Company of, or in substitution for, outstanding Awards previously granted by an acquired company or previously granted
by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Company or
one of its Subsidiaries in connection with a business or asset acquisition or similar transaction, shall not be counted against
the Share Limit or other limits on the number of shares available for issuance under this Plan, except as may otherwise be provided
by the Administrator at the time of such assumption or substitution or as may be required to comply with the requirements of any
applicable stock exchange.


 






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10.9      Non-Exclusivity
of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator to grant
Awards or authorize any other compensation, with or without reference to the Common Stock, under any other plan or authority.


 


10.10    No
Corporate Action Restriction. The existence of this Plan, the Award Agreements and the Awards granted hereunder shall
not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Company to make or authorize:
(a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Company
or any Subsidiary, (b) any merger, arrangement, business combination, amalgamation, consolidation or change in the ownership
of the Company or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stock ahead
of or affecting the capital stock (or the rights thereof) of the Company or any Subsidiary, (d) any dissolution or liquidation
of the Company or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Company or
any Subsidiary, or (f) any other corporate act or proceeding by the Company or any Subsidiary. No Participant, beneficiary
or any other person shall have any claim under any Award or Award Agreement against any member of the Board or the Administrator,
or the Company or any employees, officers or agents of the Company or any Subsidiary, as a result of any such action.


 


10.11    Other
Company Benefit and Compensation Programs. Payments and other benefits received by a Participant under an Award made pursuant
to this Plan shall not be deemed a part of a Participant’s compensation for purposes of the determination of benefits under
any other employee welfare or benefit plans or arrangements, if any, provided by the Company or any Subsidiary, except where the
Administrator expressly otherwise provides or authorizes in writing, or except as otherwise specifically set forth in the terms
and conditions of such other employee welfare or benefit plan or arrangement. Awards under this Plan may be made in addition to,
in combination with, as alternatives to or in payment of grants, Awards or commitments under any other plans or arrangements of
the Company or its Subsidiaries.


 


10.12    Restrictive
Covenants; Cause Forfeiture; Recoupment Policy.


 


10.12.1
Restrictive Covenants. The Company may retain the right in an Award Agreement to cause a forfeiture of the gain realized
by a Participant on account of actions taken by the Participant in violation or breach of or in conflict with any non-competition
agreement, any agreement prohibiting solicitation of employees of the Company or any Affiliate thereof or any confidentiality
obligation or post-employment cooperation agreement with respect to the Company or any Affiliate, to the extent specified in such
Award Agreement applicable to the Participant.


 


10.12.2
Annulment upon Termination for Cause. The Administrator may annul an Award if the Participant is an employee of the
Company or an Affiliate thereof and is terminated for Cause.


 






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10.12.3
Awards Subject to Recoupment. Notwithstanding any other provision of this Plan to the contrary, any Award granted or
amount payable or paid under this Plan shall be subject to the terms of any compensation recoupment policy then applicable, if
any, of the Company, to the extent the policy applies to such Award or amount. By accepting an Award or the payment of any amount
under the Plan, each Participant agrees and consents to the Company’s application, implementation and enforcement of (a) any
such policy and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation,
and expressly agrees that the Company may take such actions as are permitted under the policy or applicable law without further
consent or action being required by such Participant. To the extent that the terms of this Plan and the policy or applicable law
conflict, then the terms of the policy or applicable law shall prevail.


 


10.13    Captions.
Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference.
Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision
thereof.


 


As
adopted by the Board of Directors of TTEC Holdings, Inc. on February 27, 2020.


Approved
by the Company’s Stockholders on May 13, 2020.


 






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