Exhibit 10.5


 


InnovAge
Holding Corp.

2021 Omnibus Incentive Plan


 


1.            Purpose.


 


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


 


2.            Definitions.


 


For purposes of the Plan,
the following terms shall be defined as set forth below:


 


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


 


(b)           “Award”
means any Option, award of Restricted Stock, Restricted Stock Unit, Stock Appreciation Right, or other Stock-based or cash-based
award granted under the Plan.


 


(c)            “Award
Agreement” means an Option Agreement, a Restricted Stock Agreement, an RSU Agreement, a SAR Agreement, or an agreement
governing the grant of any other Award granted under the Plan.


 


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


 


(e)            “Cause”
means, with respect to a Participant and in the absence of an Award Agreement or Participant Agreement otherwise defining Cause,
(1) the Participant’s plea of guilty or nolo contendere to, conviction of, or indictment for, any crime (whether
or not involving the Company or its Affiliates) (i) constituting a felony or (ii) that has, or could reasonably be expected
to result in, an adverse impact on the performance of the Participant’s duties to the Service Recipient, or otherwise has,
or could reasonably be expected to result in, an adverse impact on the business or reputation of the Company or its Affiliates;
(2) conduct of the Participant, in connection with his or her employment or service, that has resulted, or could reasonably
be expected to result, in injury to the business or reputation of the Company or its Affiliates; (3) any material violation
of the policies of the Service Recipient, including, but not limited to, those relating to sexual harassment, ethics, discrimination,
or the disclosure or misuse of confidential information, or those set forth in the manuals, or statements of policy of the Service
Recipient; (4) the Participant’s act(s) of negligence or willful misconduct in the course of his or her employment
or service with the Service Recipient; (5) misappropriation by the Participant of any assets or business opportunities of
the Company or its Affiliates; (6) embezzlement or fraud committed by the Participant, at the Participant’s direction,
or with the Participant’s prior actual knowledge; or (7) willful neglect in the performance of the Participant’s
duties for the Service Recipient or willful or repeated failure or refusal to perform such duties. If, subsequent to the Termination
of a Participant for any or no reason (other than a Termination by the Service Recipient for Cause), it is discovered that grounds
to terminate the Participant’s employment or service for Cause existed, such Participant’s employment or service shall,
at the discretion of the Committee, be deemed to have been terminated by the Service Recipient for Cause for all purposes under
the Plan, and the Participant shall be required to repay or return to the Company all amounts and benefits received by him or her
in respect of any Award following such Termination that would have been forfeited under the Plan had such Termination been by the
Service Recipient for Cause. In the event that there is an Award Agreement or Participant Agreement defining Cause, “Cause”
shall have the meaning provided in such agreement, and a Termination by the Service Recipient for Cause hereunder shall not be
deemed to have occurred unless all applicable notice and cure periods in such Award Agreement or Participant Agreement are complied
with.


 






     


     


    

 


(f)            “Change
in Control” means:


 


(1)            a
change in the ownership or control of the Company effected through a transaction or series of transactions (other than an offering
of Stock to the general public through a registration statement filed with the U.S. Securities and Exchange Commission or
similar non-U.S. regulatory agency or pursuant to a Non-Control Transaction) whereby any “person” (as defined in Section 3(a)(9) of
the Exchange Act) or any two or more persons deemed to be one “person” (as used in Sections 13(d)(3) and
14(d)(2) of the Exchange Act), other than the Company or any of its Affiliates, an employee benefit plan sponsored or maintained
by the Company or any of its Affiliates (or its related trust), or any underwriter temporarily holding securities pursuant to an
offering of such securities, directly or indirectly acquire, other than pursuant to a Reorganization (as defined in subclause (3) below)
that does not constitute a Change in Control under such subclause (3), “beneficial ownership” (within the meaning of
Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power
of the Company’s securities eligible to vote in the election of the Board (“Company Voting Securities”);


 


(2)            the
date, within any consecutive 24-month period commencing on or after the Effective Date, upon which individuals who constitute the
Board as of the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual who becomes a director subsequent to the Effective Date and whose nomination
for election by the Company’s stockholders or appointment was approved by a vote of at least a majority of the directors
then constituting the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which
such individual is named as a nominee for director, without objection to such nomination) shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest (including, but not limited to, a consent solicitation) with respect to
the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person
other than the Board; or


 






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(3)            the
consummation of a merger, consolidation, share exchange, or similar form of corporate transaction involving the Company or any
of its Affiliates that requires the approval of the Company’s stockholders (whether for such transaction, the issuance of
securities in the transaction, or otherwise) (a “Reorganization”), unless, immediately following such Reorganization,
(i) more than 50% of the total voting power of (A) the corporation resulting from such Reorganization (the “Surviving
Company”), or (B) if applicable, the ultimate parent corporation that has, directly or indirectly, beneficial ownership
of 100% of the voting securities of the Surviving Company (the “Parent Company”), is represented by Company
Voting Securities that were outstanding immediately prior to such Reorganization (or, if applicable, is represented by shares into
which such Company Voting Securities were converted pursuant to such Reorganization), and such voting power among the holders thereof
is in substantially the same proportion as the voting power of such Company Voting Securities among holders thereof immediately
prior to such Reorganization, (ii) no person, other than an employee benefit plan sponsored or maintained by the Surviving
Company or the Parent Company (or its related trust), is or becomes the beneficial owner, directly or indirectly, of 50% or more
of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Company or, if there is
no Parent Company, the Surviving Company, and (iii) following the consummation of such Reorganization, at least a majority
of the members of the board of directors of the Parent Company or, if there is no Parent Company, the Surviving Company are members
of the Incumbent Board at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization
(any Reorganization which satisfies all of the criteria specified in clauses (i), (ii), and (iii) above shall be a “Non-Control
Transaction”); or


 


(4)           the
sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company and its
subsidiaries (on a consolidated basis) to any “person” (as defined in Section 3(a)(9) of the Exchange Act)
or to any two (2) or more persons deemed to be one “person” (as used in Sections 13(d)(3) and 14(d)(2) of
the Exchange Act), other than the Company’s Affiliates.


 


Notwithstanding the foregoing, (x) a
Change in Control shall not be deemed to occur solely because any person acquires beneficial ownership of 50% or more of the Company
Voting Securities as a result of an acquisition of Company Voting Securities by the Company that reduces the number of Company
Voting Securities outstanding; provided that, if after such acquisition by the Company, such person becomes the beneficial
owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially
owned by such person, a Change in Control shall then be deemed to occur, and (y) with respect to the payment of any amount
that constitutes a deferral of compensation subject to Section 409A of the Code payable upon a Change in Control, a Change
in Control shall not be deemed to have occurred, unless the Change in Control constitutes a change in the ownership or effective
control of the Company or in the ownership of a substantial portion of the assets of the Company under Section 409A(a)(2)(A)(v) of
the Code.


 


(g)           “Code”
means the U.S. Internal Revenue Code of 1986, as amended from time to time, including the rules and regulations thereunder
and any successor provisions, rules, and regulations thereto.


 






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(h)           “Committee”
means the Board, the Compensation Committee of the Board, or such other committee consisting of two or more individuals appointed
by the Board to administer the Plan and each other individual or committee of individuals designated to exercise authority under
the Plan.


 


(i)            “Company”
means InnovAge Holding Corp., a Delaware corporation, and its successors by operation of law.


 


(j)            “Corporate
Event” has the meaning set forth in Section ‎10(b) hereof.


 


(k)           “Data”
has the meaning set forth in Section ‎20(g) hereof.


 


(l)            “Disability”
means, in the absence of an Award Agreement or Participant Agreement otherwise defining Disability, the permanent and total disability
of such Participant within the meaning of Section 22(e)(3) of the Code. In the event that there is an Award Agreement
or Participant Agreement defining Disability, “Disability” shall have the meaning provided in such Award Agreement
or Participant Agreement.


 


(m)           “Disqualifying
Disposition” means any disposition (including any sale) of Stock acquired upon the exercise of an Incentive Stock Option
made within the period that ends either (1) two years after the date on which the Participant was granted the Incentive Stock
Option or (2) one year after the date upon which the Participant acquired the Stock.


 


(n)           “Effective
Date” means [DATE], 2021, which is the date on which the Plan was approved by the Board.


 


(o)           “Eligible
Person” means (1) each employee and officer of the Company or any of its Affiliates; (2) each non-employee
director of the Company or any of its Affiliates; (3) each other natural Person who provides substantial services to the Company
or any of its Affiliates as a consultant or advisor (or a wholly owned alter ego entity of the natural Person providing such services
of which such Person is an employee, stockholder, or partner) and who is designated as eligible by the Committee; and (4) each
natural Person who has been offered employment by the Company or any of its Affiliates; provided that such prospective employee
may not receive any payment or exercise any right relating to an Award until such Person has commenced employment or service with
the Company or its Affiliates; provided, further, however, that (i) with respect to any Award that is intended to qualify
as a “stock right” that does not provide for a “deferral of compensation” within the meaning of Section 409A
of the Code, the term “Affiliate” as used in this Section ‎2(o) shall
include only those corporations or other entities in the unbroken chain of corporations or other entities beginning with the Company
where each of the corporations or other entities in the unbroken chain, other than the last corporation or other entity, owns stock
possessing at least 50% or more of the total combined voting power of all classes of stock in one of the other corporations or
other entities in the chain, and (ii) with respect to any Award that is intended to be an Incentive Stock Option, the term
 “Affiliate” as used in this Section ‎2(o) shall include only those
entities that qualify as a “subsidiary corporation” with respect to the Company within the meaning of Section 424(f) of
the Code. An employee on an approved leave of absence may be considered as still in the employ of the Company or any of its Affiliates
for purposes of eligibility for participation in the Plan.


 






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(p)           “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, including the rules and
regulations thereunder and any successor provisions, rules, and regulations thereto.


 


(q)           “Expiration
Date” means, with respect to an Option or Stock Appreciation Right, the date on which the term of such Option or Stock
Appreciation Right expires, as determined under Sections ‎5(b) or ‎8(b) hereof,
as applicable.


 


(r)            “Fair
Market Value” means, as of any date when the Stock is listed on one or more national securities exchange(s), the closing
price reported on the principal national securities exchange on which such Stock is listed and traded on the date of determination
or, if the closing price is not reported on such date of determination, the closing price reported on the most recent date prior
to the date of determination. If the Stock is not listed on a national securities exchange, “Fair Market Value”
shall mean the amount determined by the Board in good faith, and in a manner consistent with Section 409A of the Code, to
be the fair market value per share of Stock.


 


(s)            “GAAP”
means the U.S. Generally Accepted Accounting Principles, as in effect from time to time.


 


(t)            “Incentive
Stock Option” means an Option intended to qualify as an “incentive stock option” within the meaning of Section 422
of the Code.


 


(u)           “Nonqualified
Stock Option” means an Option not intended to be an Incentive Stock Option.


 


(v)          “Option”
means a conditional right, granted to a Participant under Section ‎5 hereof, to purchase
Stock at a specified price during a specified time period.


 


(w)          “Option
Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an
individual Option Award.


 


(x)           “Participant”
means an Eligible Person who has been granted an Award under the Plan or, if applicable, such other Person who holds an Award.


 


(y)          “Participant
Agreement” means an employment or other services agreement between a Participant and the Service Recipient that describes
the terms and conditions of such Participant’s employment or service with the Service Recipient and is effective as of the
date of determination.


 


(z)           “Person”
means any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization,
or other entity.


 


(aa)         “Plan”
means this InnovAge Holding Corp. 2021 Omnibus Incentive Plan, as amended from time to time.


 






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(bb)    “Qualified
Member” means a member of the Committee who is a “Non-Employee Director” within the meaning of Rule 16b-3
under the Exchange Act and an “independent director” as defined under, as applicable, the NASDAQ Listing Rules, the
NYSE Listed Company Manual, or other applicable stock exchange rules.


 


(cc)     “Qualifying
Committee” has the meaning set forth in Section ‎3(b) hereof.


 


(dd)    “Restricted
Stock” means Stock granted to a Participant under Section ‎6 hereof that
is subject to certain restrictions and to a risk of forfeiture.


 


(ee)     “Restricted
Stock Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions
of an individual Restricted Stock Award.


 


(ff)      “Restricted
Stock Unit” means a notional unit representing the right to receive one share of Stock (or the cash value of one share
of Stock, if so determined by the Committee) on a specified settlement date.


 


(gg)    “RSU
Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an
individual Award of Restricted Stock Units.


 


(hh)    “SAR
Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an
individual Award of Stock Appreciation Rights.


 


(ii)         “Securities
Act” means the U.S. Securities Act of 1933, as amended from time to time, including the rules and regulations
thereunder and any successor provisions, rules, and regulations thereto.


 


(jj)      “Service
Recipient” means, with respect to a Participant holding an Award, either the Company or an Affiliate of the Company by
which the original recipient of such Award is, or following a Termination was most recently, principally employed or to which such
original recipient provides, or following a Termination was most recently providing, services, as applicable.


 


(kk)     “Stock”
means the common stock, par value $0.001 per share, of the Company, and such other securities as may be substituted for such stock
pursuant to Section ‎10 hereof.


 


(ll)      “Stock
Appreciation Right” means a conditional right, granted to a Participant under Section 8 hereof, to receive an amount
equal to the value of the appreciation in the Stock over a specified period. Except in the event of extraordinary circumstances,
as determined in the sole discretion of the Committee, or pursuant to Section ‎10(b) hereof,
Stock Appreciation Rights shall be settled in Stock.


 


(mm)   “Substitute
Award” has the meaning set forth in Section ‎4(a) hereof.


 






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(nn)    “Termination”
means the termination of a Participant’s employment or service, as applicable, with the Service Recipient; provided, however,
that, if so determined by the Committee at the time of any change in status in relation to the Service Recipient (e.g.,
a Participant ceases to be an employee and begins providing services as a consultant, or vice versa), such change in status will
not be deemed a Termination hereunder. Unless otherwise determined by the Committee, in the event that the Service Recipient ceases
to be an Affiliate of the Company (by reason of sale, divestiture, spin-off, or other similar transaction), unless a Participant’s
employment or service is transferred to another entity that would constitute the Service Recipient immediately following such transaction,
such Participant shall be deemed to have suffered a Termination hereunder as of the date of the consummation of such transaction.
Notwithstanding anything herein to the contrary, a Participant’s change in status in relation to the Service Recipient (for
example, a change from employee to consultant) shall not be deemed a Termination hereunder with respect to any Awards constituting
 “nonqualified deferred compensation” subject to Section 409A of the Code that are payable upon a Termination,
unless such change in status constitutes a “separation from service” within the meaning of Section 409A of the
Code. Any payments in respect of an Award constituting nonqualified deferred compensation subject to Section 409A of the Code
that are payable upon a Termination shall be delayed for such period as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of
the Code. On the first business day following the expiration of such period, the Participant shall be paid, in a single lump sum
without interest, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining
payments not so delayed shall continue to be paid pursuant to the payment schedule applicable to such Award.


 


3.            Administration.


 


(a)          Authority
of the Committee. Except as otherwise provided below, the Plan shall be administered by the Committee. The Committee shall
have full and final authority, in each case, subject to and consistent with the provisions of the Plan, to (1) select Eligible
Persons to become Participants; (2) grant Awards; (3) determine the type, number, and type of shares of Stock subject
to, other terms and conditions of, and all other matters relating to, Awards; (4) prescribe Award Agreements (which need not
be identical for each Participant) and rules and regulations for the administration of the Plan; (5) construe and interpret
the Plan and Award Agreements and correct defects, supply omissions, and reconcile inconsistencies therein; (6) suspend the
right to exercise Awards during any period that the Committee deems appropriate to comply with applicable securities laws, and
thereafter extend the exercise period of an Award by an equivalent period of time or such shorter period required by, or necessary
to comply with, applicable law; and (7) make all other decisions and determinations as the Committee may deem necessary or
advisable for the administration of the Plan. Any action of the Committee shall be final, conclusive, and binding on all Persons,
including, without limitation, the Company, its stockholders and Affiliates, Eligible Persons, Participants, and beneficiaries
of Participants. Notwithstanding anything in the Plan to the contrary, the Committee shall have the ability to accelerate the vesting
of any outstanding Award at any time and for any reason, including upon a Corporate Event, subject to Section ‎10(d),
or in the event of a Participant’s Termination by the Service Recipient other than for Cause, or due to the Participant’s
death, Disability, or retirement (as such term may be defined in an applicable Award Agreement or Participant Agreement or, if
no such definition exists, in accordance with the Company’s then-current employment policies and guidelines). For the avoidance
of doubt, the Board shall have the authority to take all actions under the Plan that the Committee is permitted to take.


 






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(b)          Manner
of Exercise of Committee Authority. At any time that a member of the Committee is not a Qualified Member, any action
of the Committee relating to an Award granted or to be granted to a Participant who is then subject to Section 16 of the Exchange
Act in respect of the Company must be taken by the remaining members of the Committee or a subcommittee, designated by the Committee
or the Board, composed solely of two or more Qualified Members (a “Qualifying Committee”). Any action authorized
by such a Qualifying Committee shall be deemed the action of the Committee for purposes of the Plan. The express grant of any specific
power to a Qualifying Committee, and the taking of any action by such a Qualifying Committee, shall not be construed as limiting
any power or authority of the Committee.


 


(c)          Delegation.
To the extent permitted by applicable law, the Committee may delegate to officers or employees of the Company or any of its Affiliates,
or committees thereof, the authority, subject to such terms as the Committee shall determine, to perform such functions under the
Plan, including, but not limited to, administrative functions, as the Committee may determine appropriate. The Committee may appoint
agents to assist it in administering the Plan. Any actions taken by an officer or employee delegated authority pursuant to this
Section ‎3(c) within the scope of such delegation shall, for all purposes under
the Plan, be deemed to be an action taken by the Committee. Notwithstanding the foregoing or any other provision of the Plan to
the contrary, any Award granted under the Plan to any Eligible Person who is not an employee of the Company or any of its Affiliates
(including any non-employee director of the Company or any Affiliate) or to any Eligible Person who is subject to Section 16
of the Exchange Act must be expressly approved by the Committee or Qualifying Committee in accordance with Section ‎3(b) above.


 


(d)          Sections 409A
and 457A. The Committee shall take into account compliance with Sections 409A and 457A of the Code in connection with
any grant of an Award under the Plan, to the extent applicable. While the Awards granted hereunder are intended to be structured
in a manner to avoid the imposition of any penalty taxes under Sections 409A and 457A of the Code, in no event whatsoever
shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on a Participant
as a result of Section 409A or Section 457A of the Code or any damages for failing to comply with Section 409A or
Section 457A of the Code or any similar state or local laws (other than for withholding obligations or other obligations applicable
to employers, if any, under Section 409A or Section 457A of the Code).


 






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4.            Shares
Available Under the Plan; Other Limitations.


 


(a)          Number
of Shares Available for Delivery. Subject to adjustment as provided in Section ‎10
hereof, the total number of shares of Stock reserved and available for delivery in connection with Awards under the Plan shall
equal 14,700,000. Shares of Stock delivered
under the Plan shall consist of authorized and unissued shares or previously issued shares of Stock reacquired by the Company on
the open market or by private purchase. Notwithstanding the foregoing, (i) except as may be required by reason of Section 422
of the Code, the number of shares of Stock available for issuance hereunder shall not be reduced by shares issued pursuant to Awards
issued or assumed in connection with a merger or acquisition as contemplated by, as applicable, NYSE Listed Company Manual Section 303A.08,
NASDAQ Listing Rule 5635(c) and IM-5635-1, AMEX Company Guide Section 711, or other applicable stock exchange rules,
and their respective successor rules and listing exchange promulgations (each such Award, a “Substitute Award”),
and (ii) shares of Stock shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award
that is settled in cash.


 


(b)          Share
Counting Rules. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double-counting
(as, for example, in the case of tandem awards or Substitute Awards), and make adjustments if the number of shares of Stock actually
delivered differs from the number of shares previously counted in connection with an Award. Other than with respect to a Substitute
Award, to the extent that an Award expires or is canceled, forfeited, settled in cash, or otherwise terminated without delivery
to the Participant of the full number of shares of Stock to which the Award related, the undelivered shares of Stock will again
be available for grant. Shares of Stock withheld or surrendered in payment of taxes relating to an Award shall not be deemed to
constitute shares delivered to the Participant and shall be deemed to again be available for delivery under the Plan. Shares of
Stock withheld or surrendered in payment of the exercise price relating to an Award shall be deemed to constitute shares delivered
to the Participant and shall not be deemed to again be available for delivery under the Plan. 


 


(c)           Incentive
Stock Options. No more than 14,700,000 shares of Stock (subject to adjustment as provided in
Section ‎10 hereof) reserved for issuance hereunder may be issued or
transferred upon exercise or settlement of Incentive Stock Options. 


 






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(d)           Shares
Available Under Acquired Plans. To the extent permitted by NYSE Listed Company Manual Section 303A.08, NASDAQ Listing
Rule 5635(c), or other applicable stock exchange rules, subject to applicable law, in the event that a company acquired by
the Company, or with which the Company combines, has shares available under a pre-existing plan approved by stockholders and not
adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing
plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio of formula used in
such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to
such acquisition or combination) may be used for Awards under the Plan and shall not reduce the number of shares of Stock reserved
and available for delivery in connection with Awards under the Plan; provided, that, Awards using such available shares
shall not be made after the date awards could have been made under the terms of such pre-existing plan, absent the acquisition
or combination, and shall only be made to individuals who were not employed by the Company or any subsidiary of the Company immediately
prior to such acquisition or combination.


 


(e)           Limitation
on Awards to Non-Employee Directors. Notwithstanding anything herein to the contrary, the maximum value of any Awards
granted to a non-employee director of the Company in any one calendar year, taken together with any cash fees paid to such
non-employee director during such calendar year in respect of the non-employee director’s services as a member of the
Board during such year, shall not exceed $600,000 (calculating the value of any such Awards based on the grant date fair
value of such Awards for financial reporting purposes); provided, that, the Committee may make exceptions to this
limit, except that the non-employee director receiving such additional compensation may not participate in the decision to
award such compensation.


 


5.            Options.


 


(a)          General.
Certain Options granted under the Plan may be intended to be Incentive Stock Options; however, no Incentive Stock Options may
be granted hereunder following the tenth anniversary of the earlier of (i) the date the Plan is adopted by the Board, and
(ii) the date the stockholders of the Company approve the Plan. Options may be granted to Eligible Persons in such form and
having such terms and conditions as the Committee shall deem appropriate; provided, however, that Incentive Stock
Options may be granted only to Eligible Persons who are employees of the Company or an Affiliate (as such definition is limited
pursuant to Section ‎2(o) hereof) of the Company. The provisions of separate
Options shall be set forth in separate Option Agreements, which agreements need not be identical. No dividends or dividend equivalents
shall be paid on Options.






  






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(b)           Term.
The term of each Option shall be set by the Committee at the time of grant; provided, however, that no Option granted hereunder
shall be exercisable after, and each Option shall expire, ten years from the date it was granted. Notwithstanding the foregoing, in the event that, on the last business day of the term of an Option, (i) the exercise of the Option is
prohibited by applicable law or (ii) Stock may not be purchased or sold by certain employees or directors of the Company due to the imposition
of a “black-out period” under a Company policy or a “lock-up” agreement undertaken in connection with an issuance
of securities by the Company, the Committee may (but is not required to) provide that the term of the Option shall be extended, but not
beyond a period of 30 days following the end of the legal prohibition, black-out period or lock-up agreement, and provided, further, that
no such extension will be made if the exercise price of such Option as of the date the initial term would otherwise expire is above the
Fair Market Value of a share of Stock.


 


(c)           Exercise
Price. The exercise price per share of Stock for each Option shall be set by the Committee at the time of grant and shall not
be less than the Fair Market Value on the date of grant, subject to Section ‎5(g) hereof
in the case of any Incentive Stock Option. Notwithstanding the foregoing, in the case of an Option that is a Substitute Award,
the exercise price per share of Stock for such Option may be less than the Fair Market Value on the date of grant; provided,
that, such exercise price is determined in a manner consistent with the provisions of Section 409A of the Code and, if applicable,
Section 424(a) of the Code.


 


(d)          Payment
for Stock. Payment for shares of Stock acquired pursuant to an Option granted hereunder shall be made in full upon exercise
of the Option in a manner approved by the Committee, which may include any of the following payment methods: (1) in immediately
available funds in U.S. dollars, or by certified or bank cashier’s check; (2)  by delivery of shares of Stock having
a value equal to the exercise price; (3) by a broker-assisted cashless exercise in accordance with procedures approved by
the Committee, whereby payment of the Option exercise price or tax withholding obligations may be satisfied, in whole or in part,
with shares of Stock subject to the Option by delivery of an irrevocable direction to a securities broker (on a form prescribed
by the Committee) to sell shares of Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate
exercise price and, if applicable, the amount necessary to satisfy the Company’s withholding obligations; or (4) by
any other means approved by the Committee (including, by delivery of a notice of “net exercise” to the Company, pursuant
to which the Participant shall receive (i) the number of shares of Stock underlying the Option so exercised, reduced by (ii) the
number of shares of Stock equal to (A) the aggregate exercise price of the Option divided by (B) the Fair Market Value
on the date of exercise). Notwithstanding anything herein to the contrary, if the Committee determines that any form of payment
available hereunder would be in violation of Section 402 of the Sarbanes-Oxley Act of 2002, such form of payment shall not
be available.


 


(e)           Vesting.
Options shall vest and become exercisable in such manner, on such date or dates, or upon the achievement of performance or other
conditions, in each case, as may be determined by the Committee and set forth in an Option Agreement. Unless otherwise specifically
determined by the Committee, the vesting of an Option shall occur only while the Participant is employed by or rendering services
to the Service Recipient, and all vesting shall cease upon a Participant’s Termination for any or no reason. To the extent
permitted by applicable law and unless otherwise determined by the Committee, vesting shall be suspended during the period of any
approved unpaid leave of absence by a Participant following which the Participant has a right to reinstatement and shall resume
upon such Participant’s return to active employment. If an Option is exercisable in installments, such installments or portions
thereof that become exercisable shall remain exercisable until the Option expires, is canceled, or otherwise terminates.


 






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(f)           Termination
of Employment or Service. Except as provided by the Committee in an Option Agreement, Participant Agreement, or otherwise:


 


(1)           In
the event of a Participant’s Termination prior to the applicable Expiration Date for any reason other than (i) by the
Service Recipient for Cause, or (ii) by reason of the Participant’s death or Disability, (A) all vesting with respect
to such Participant’s Options outstanding shall cease; (B) all of such Participant’s unvested Options outstanding
shall terminate and be forfeited for no consideration as of the date of such Termination; and (C) all of such Participant’s
vested Options outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration
Date, and (y) the date that is 90 days after the date of such Termination.


 


(2)           In
the event of a Participant’s Termination prior to the applicable Expiration Date by reason of such Participant’s death
or Disability, (i) all vesting with respect to such Participant’s Options outstanding shall cease; (ii) all of
such Participant’s unvested Options outstanding shall terminate and be forfeited for no consideration as of the date of such
Termination; and (iii) all of such Participant’s vested Options outstanding shall terminate and be forfeited for no
consideration on the earlier of (x) the applicable Expiration Date, and (y) the date that is 12 months after the date
of such Termination.


 


(3)           In
the event of a Participant’s Termination prior to the applicable Expiration Date by the Service Recipient for Cause, all
of such Participant’s Options outstanding (whether or not vested) shall immediately terminate and be forfeited for no consideration
as of the date of such Termination.


 


(g)          Special
Provisions Applicable to Incentive Stock Options.


 


(1)           No
Incentive Stock Option may be granted to any Eligible Person who, at the time the Option is granted, owns directly, or indirectly
within the meaning of Section 424(d) of the Code, Stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of any parent or subsidiary thereof, unless such Incentive Stock Option
(i) has an exercise price of at least 110% of the Fair Market Value on the date of the grant of such Option, and (ii) cannot
be exercised more than five years after the date it is granted.


 


(2)           To
the extent that the aggregate Fair Market Value (determined as of the date of grant) of Stock for which Incentive Stock Options
are exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its Affiliates)
exceeds $100,000, such excess Incentive Stock Options shall be treated as Nonqualified Stock Options.


 


(3)           Each
Participant who receives an Incentive Stock Option must agree to notify the Company in writing immediately after the Participant
makes a Disqualifying Disposition of any Stock acquired pursuant to the exercise of an Incentive Stock Option.


 






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6.            Restricted
Stock.


 


(a)           General.
Restricted Stock may be granted to Eligible Persons in such form and having such terms and conditions as the Committee shall deem
appropriate. The provisions of separate Awards of Restricted Stock shall be set forth in separate Restricted Stock Agreements,
which Restricted Stock Agreements need not be identical. Subject to the restrictions set forth in Section ‎6(b) hereof,
and except as otherwise set forth in the applicable Restricted Stock Agreement, the Participant shall generally have the rights
and privileges of a stockholder as to such Restricted Stock, including the right to vote such Restricted Stock. Unless otherwise
set forth in a Participant’s Restricted Stock Agreement, cash dividends and stock dividends, if any, with respect to the
Restricted Stock shall be withheld by the Company for the Participant’s account, and shall be subject to forfeiture to the
same degree as the shares of Restricted Stock to which such dividends relate. Except as otherwise determined by the Committee,
no interest will accrue or be paid on the amount of any cash dividends withheld.


 


(b)          Vesting
and Restrictions on Transfer. Restricted Stock shall vest in such manner, on such date or dates, or upon the achievement of
performance or other conditions, in each case, as may be determined by the Committee and set forth in a Restricted Stock Agreement.
Unless otherwise specifically determined by the Committee, the vesting of an Award of Restricted Stock shall occur only while the
Participant is employed by or rendering services to the Service Recipient, and all vesting shall cease upon a Participant’s
Termination for any or no reason. To the extent permitted by applicable law and unless otherwise determined by the Committee, vesting
shall be suspended during the period of any approved unpaid leave of absence by a Participant following which the Participant has
a right to reinstatement and shall resume upon such Participant’s return to active employment. In addition to any other restrictions
set forth in a Participant’s Restricted Stock Agreement, the Participant shall not be permitted to sell, transfer, pledge,
or otherwise encumber the Restricted Stock prior to the time the Restricted Stock has vested pursuant to the terms of the Restricted
Stock Agreement.


 


(c)          Termination
of Employment or Service. Except as provided by the Committee in a Restricted Stock Agreement, Participant Agreement, or otherwise,
in the event of a Participant’s Termination for any or no reason prior to the time that such Participant’s Restricted
Stock has vested, (1) all vesting with respect to such Participant’s Restricted Stock outstanding shall cease; and (2) as
soon as practicable following such Termination, the Company shall repurchase from the Participant, and the Participant shall sell,
all of such Participant’s unvested shares of Restricted Stock at a purchase price equal to the lesser of (A) the original
purchase price paid for the Restricted Stock (as adjusted for any subsequent changes in the outstanding Stock or in the capital
structure of the Company), less any dividends or other distributions or bonus received (or to be received) by the Participant
(or any transferee) in respect of such Restricted Stock prior to the date of repurchase, and (B) the Fair Market Value of
the Stock on the date of such repurchase; provided that, if the original purchase price paid for the Restricted Stock is equal
to zero dollars ($0), such unvested shares of Restricted Stock shall be forfeited to the Company by the Participant for no consideration
as of the date of such Termination.


 






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7.             Restricted
Stock Units.


 


(a)            General.
Restricted Stock Units may be granted to Eligible Persons in such form and having such terms and conditions as the Committee shall
deem appropriate. The provisions of separate Restricted Stock Units shall be set forth in separate RSU Agreements, which RSU Agreements
need not be identical.


 


(b)            Vesting.
Restricted Stock Units shall vest in such manner, on such date or dates, or upon the achievement of performance or other conditions,
in each case, as may be determined by the Committee and set forth in an RSU Agreement. Unless otherwise specifically determined
by the Committee, the vesting of a Restricted Stock Unit shall occur only while the Participant is employed by or rendering services
to the Service Recipient, and all vesting shall cease upon a Participant’s Termination for any or no reason. To the extent
permitted by applicable law and unless otherwise determined by the Committee, vesting shall be suspended during the period of any
approved unpaid leave of absence by a Participant following which the Participant has a right to reinstatement and shall resume
upon such Participant’s return to active employment.


 


(c)            Settlement.
Restricted Stock Units shall be settled in Stock, cash, or property, as determined by the Committee, in its sole discretion, on
the date or dates determined by the Committee and set forth in an RSU Agreement. Unless otherwise set forth in a Participant’s
RSU Agreement, a Participant shall not be entitled to dividends, if any, or dividend equivalents with respect to Restricted Stock
Units prior to settlement.


 


(d)            Termination
of Employment or Service. Except as provided by the Committee in an RSU Agreement, Participant Agreement, or otherwise, in
the event of a Participant’s Termination for any or no reason prior to the time that such Participant’s Restricted
Stock Units have been settled, (1) all vesting with respect to such Participant’s Restricted Stock Units outstanding
shall cease; (2) all of such Participant’s unvested Restricted Stock Units outstanding shall be forfeited for no consideration
as of the date of such Termination; and (3) any shares remaining undelivered with respect to vested Restricted Stock Units
then held by such Participant shall be delivered on the delivery date or dates specified in the RSU Agreement.


 


8.             Stock
Appreciation Rights.


 


(a)            General.
Stock Appreciation Rights may be granted to Eligible Persons in such form and having such terms and conditions as the Committee
shall deem appropriate. The provisions of separate Stock Appreciation Rights shall be set forth in separate SAR Agreements, which
SAR Agreements need not be identical. No dividends or dividend equivalents shall be paid on Stock Appreciation Rights.


 


(b)           Term.
The term of each Stock Appreciation Right shall be set by the Committee at the time of grant; provided, however, that no
Stock Appreciation Right granted hereunder shall be exercisable after, and each Stock Appreciation Right shall expire, ten years
from the date it was granted. Notwithstanding the foregoing, in the event that, on the last business day of the term of a Stock Appreciation Right, (i) the exercise
of the Stock Appreciation Right is prohibited by applicable law or (ii) Stock may not be purchased or sold by certain employees or directors
of the Company due to the imposition of a “black-out period” under a Company policy or a “lock-up” agreement undertaken
in connection with an issuance of securities by the Company, the Committee may (but is not required to) provide that the term of the Stock
Appreciation Right shall be extended, but not beyond a period of 30 days following the end of the legal prohibition, black-out period
or lock-up agreement, and provided, further, that no such extension will be made if the base price of such Stock Appreciation Right as
of the date the initial term would otherwise expire is above the Fair Market Value of a share of Stock.


 






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(c)            Base
Price. The base price per share of Stock for each Stock Appreciation Right shall be set by the Committee at the time of grant
and shall not be less than the Fair Market Value on the date of grant. Notwithstanding the foregoing, in the case of a Stock Appreciation
Right that is a Substitute Award, the base price per share of Stock for such Stock Appreciation Right may be less than the Fair
Market Value on the date of grant; provided, that, such base price is determined in a manner consistent with the provisions
of Section 409A of the Code.


 


(d)            Vesting.
Stock Appreciation Rights shall vest and become exercisable in such manner, on such date or dates, or upon the achievement of performance
or other conditions, in each case, as may be determined by the Committee and set forth in a SAR Agreement. Unless otherwise specifically
determined by the Committee, the vesting of a Stock Appreciation Right shall occur only while the Participant is employed by or
rendering services to the Service Recipient, and all vesting shall cease upon a Participant’s Termination for any or no reason.
To the extent permitted by applicable law and unless otherwise determined by the Committee, vesting shall be suspended during the
period of any approved unpaid leave of absence by a Participant following which the Participant has a right to reinstatement and
shall resume upon such Participant’s return to active employment. If a Stock Appreciation Right is exercisable in installments,
such installments, or portions thereof that become exercisable shall remain exercisable until the Stock Appreciation Right expires,
is canceled, or otherwise terminates.


 


(e)            Payment
upon Exercise. Payment upon exercise of a Stock Appreciation Right may be made in cash, Stock, or property, as specified in
the SAR Agreement or determined by the Committee, in each case, having a value in respect of each share of Stock underlying the
portion of the Stock Appreciation Right so exercised, equal to the difference between the base price of such Stock Appreciation
Right and the Fair Market Value of one share of Stock on the exercise date. For purposes of clarity, each share of Stock to be
issued in settlement of a Stock Appreciation Right is deemed to have a value equal to the Fair Market Value of one share of Stock
on the exercise date. In no event shall fractional shares be issuable upon the exercise of a Stock Appreciation Right, and in the
event that fractional shares would otherwise be issuable, the number of shares issuable will be rounded down to the next lower
whole number of shares, and the Participant will be entitled to receive a cash payment equal to the value of such fractional share.


 


(f)            Termination
of Employment or Service. Except as provided by the Committee in a SAR Agreement, Participant Agreement, or otherwise:


 


(1)            In
the event of a Participant’s Termination prior to the applicable Expiration Date for any reason other than (i) by the
Service Recipient for Cause, or (ii) by reason of the Participant’s death or Disability, (A) all vesting with respect
to such Participant’s Stock Appreciation Rights outstanding shall cease; (B) all of such Participant’s unvested
Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration as of the date of such Termination;
and (C) all of such Participant’s vested Stock Appreciation Rights outstanding shall terminate and be forfeited for
no consideration on the earlier of (x) the applicable Expiration Date, and (y) the date that is 90 days after the date
of such Termination.


 






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(2)            In
the event of a Participant’s Termination prior to the applicable Expiration Date by reason of such Participant’s death
or Disability, (i) all vesting with respect to such Participant’s Stock Appreciation Rights outstanding shall cease;
(ii) all of such Participant’s unvested Stock Appreciation Rights outstanding shall terminate and be forfeited for no
consideration as of the date of such Termination; and (iii) all of such Participant’s vested Stock Appreciation Rights
outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date, and
(y) the date that is 12 months after the date of such Termination. In the event of a Participant’s death, such Participant’s
Stock Appreciation Rights shall remain exercisable by the Person or Persons to whom such Participant’s rights under the Stock
Appreciation Rights pass by will or by the applicable laws of descent and distribution until the applicable Expiration Date, but
only to the extent that the Stock Appreciation Rights were vested at the time of such Termination.


 


(3)            In
the event of a Participant’s Termination prior to the applicable Expiration Date by the Service Recipient for Cause, all
of such Participant’s Stock Appreciation Rights outstanding (whether or not vested) shall immediately terminate and be forfeited
for no consideration as of the date of such Termination.


 


9.            Other
Stock-Based and Cash-Based Awards.


 


The Committee is
authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated
or payable in, valued in whole or in part by reference to, or otherwise based upon or related to Stock or cash, as deemed by the
Committee to be consistent with the purposes of the Plan. The Committee may also grant Stock or cash as a bonus (whether or
not subject to any vesting requirements or other restrictions on transfer), and may grant other Awards in lieu of obligations
of the Company or an Affiliate to pay cash or deliver other property under the Plan or under other plans or compensatory
arrangements, subject to such terms as shall be determined by the Committee. The terms and conditions applicable to such
Awards shall be determined by the Committee and evidenced by Award Agreements, which agreements need not be identical.


 


10.            Adjustment
for Recapitalization, Merger, etc.


 


(a)            Capitalization
Adjustments. The aggregate number of shares of Stock that may be delivered in connection with Awards (as set forth in
Section ‎4 hereof), the numerical share limits in
Section ‎4(a) hereof, the number of shares of Stock covered by each outstanding Award, the price per share of
Stock underlying each such Award and the applicable performance goal(s) with respect to an Award shall be equitably and
proportionally adjusted or substituted, as determined by the Committee, in its sole discretion, as to the number, price, or
kind of a share of Stock or other consideration subject to such Awards, (1) in the event of changes in the outstanding
Stock or in the capital structure of the Company by reason of stock dividends, extraordinary cash dividends, stock splits,
reverse stock splits, recapitalizations, reorganizations, mergers, amalgamations, consolidations, combinations, exchanges, or
other relevant changes in capitalization occurring after the date of grant of any such Award (including any Corporate Event);
(2) in connection with any extraordinary dividend declared and paid in respect of shares of Stock, whether payable in
the form of cash, stock, or any other form of consideration; or (3) in the event of any change in applicable laws or
circumstances that results in or could result in, in either case, as determined by the Committee in its sole discretion, any
substantial dilution or enlargement of the rights intended to be granted to, or available for, Participants in the Plan. In
lieu of or in addition to any adjustment pursuant to this Section ‎10, if
deemed appropriate, the Committee may provide that an adjustment take the form of a cash payment to the holder of an
outstanding Award with respect to all or part of an outstanding Award, which payment shall be subject to such terms and
conditions (including timing of payment(s), vesting, and forfeiture conditions) as the Committee may determine in its sole
discretion. The Committee will make such adjustments, substitutions, or payment, and its determination will be final,
binding, and conclusive. The Committee need not take the same action or actions with respect to all Awards or portions
thereof or with respect to all Participants. The Committee may take different actions with respect to the vested and unvested
portions of an Award.


 






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(b)            Corporate
Events. Notwithstanding the foregoing, except as provided by the Committee in an Award Agreement, Participant Agreement, or
otherwise, in connection with (i) a merger, amalgamation, or consolidation involving the Company in which the Company is not
the surviving corporation; (ii) a merger, amalgamation, or consolidation involving the Company in which the Company is the
surviving corporation but the holders of shares of Stock receive securities of another corporation or other property or cash; (iii) a
Change in Control; or (iv) the reorganization, dissolution, or liquidation of the Company (each, a “Corporate
Event”), the Committee may provide for any one or more of the following:


 


(1)            The
assumption or substitution of any or all Awards in connection with such Corporate Event, in which case the Awards shall be subject
to the adjustment set forth in Section 10(a) hereof, and to the extent that such Awards vest subject to the achievement
of performance criteria, such performance criteria shall be deemed earned at target level (or if no target is specified, the maximum
level) and will be converted into solely service based vesting awards that will vest during the performance period, if any, during
which the original performance criteria would have been measured;


 


(2)            The
acceleration of vesting of any or all Awards not assumed or substituted in connection with such Corporate Event, subject to the
consummation of such Corporate Event; provided that unless otherwise set forth in an Award Agreement, any Awards that vest
subject to the achievement of performance criteria will be deemed earned at target level (or if no target is specified, the maximum
level), provided, further, that a Participant has not experienced a Termination prior to such Corporate Event;


 


(3)            The
cancellation of any or all Awards not assumed or substituted in connection with such Corporate Event (whether vested or unvested)
as of the consummation of such Corporate Event, together with the payment to the Participants holding vested Awards (including
any Awards that would vest upon the Corporate Event but for such cancellation) so canceled of an amount in respect of cancellation
equal to an amount based upon the per-share consideration being paid for the Stock in connection with such Corporate Event, less,
in the case of Options, Stock Appreciation Rights, and other Awards subject to exercise, the applicable exercise or base price;
provided, however, that holders of Options, Stock Appreciation Rights, and other Awards subject to exercise shall be entitled
to consideration in respect of cancellation of such Awards only if the per-share consideration less the applicable exercise or
base price is greater than zero dollars ($0), and to the extent that the per-share consideration is less than or equal to the applicable
exercise or base price, such Awards shall be canceled for no consideration;


 






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(4)            The
cancellation of any or all Options, Stock Appreciation Rights, and other Awards subject to exercise not assumed or substituted
in connection with such Corporate Event (whether vested or unvested) as of the consummation of such Corporate Event; provided,
that, all Options, Stock Appreciation Rights, and other Awards to be so canceled pursuant to this paragraph ‎(4) shall
first become exercisable for a period of at least ten days prior to such Corporate Event, with any exercise during such period
of any unvested Options, Stock Appreciation Rights, or other Awards to be (A) contingent upon and subject to the occurrence
of the Corporate Event, and (B) effectuated by such means as are approved by the Committee; and


 


(5)            The
replacement of any or all Awards (other than Awards that are intended to qualify as “stock rights” that do not provide
for a “deferral of compensation” within the meaning of Section 409A of the Code) with a cash incentive program
that preserves the value of the Awards so replaced (determined as of the consummation of the Corporate Event), with subsequent
payment of cash incentives subject to the same vesting conditions as applicable to the Awards so replaced and payment to be made
within 30 days of the applicable vesting date.


 


Payments to holders pursuant to paragraph ‎(3) above
shall be made in cash or, in the sole discretion of the Committee, and to the extent applicable, in the form of such other consideration
necessary for a Participant to receive property, cash, or securities (or a combination thereof) as such Participant would have
been entitled to receive upon the occurrence of the transaction if the Participant had been, immediately prior to such transaction,
the holder of the number of shares of Stock covered by the Award at such time (less any applicable exercise or base price). In
addition, in connection with any Corporate Event, prior to any payment or adjustment contemplated under this Section ‎10(b),
the Committee may require a Participant to (A) represent and warrant as to the unencumbered title to his or her Awards; (B) bear
such Participant’s pro-rata share of any post-closing indemnity obligations, and be subject to the same post-closing purchase
price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of Stock; and (C) deliver
customary transfer documentation as reasonably determined by the Committee. The Committee need not take the same action or actions
with respect to all Awards or portions thereof or with respect to all Participants. The Committee may take different actions with
respect to the vested and unvested portions of an Award.


 


(c)            Fractional
Shares. Any adjustment provided under this Section ‎10 may, in the Committee’s
discretion, provide for the elimination of any fractional share that might otherwise become subject to an Award. No cash settlements
shall be made with respect to fractional shares so eliminated.


 


(d)            Double-Trigger
Vesting. Notwithstanding any other provisions of the Plan, an Award Agreement, or a Participant Agreement to the contrary,
with respect to any Award that is assumed or substituted in connection with a Change in Control, the vesting, payment, purchase,
or distribution of such Award may not be accelerated by reason of the Change in Control for any Participant, unless the Participant
also experiences an involuntary Termination as a result of the Change in Control. Unless otherwise provided for in an Award Agreement
or a Participant Agreement, all Awards held by a Participant who experiences an involuntary Termination as a result of a Change
in Control shall immediately vest as of the date of such Termination. For purposes of this Section ‎10(d),
a Participant will be deemed to experience an involuntary Termination as a result of a Change in Control if the Participant experiences
a Termination by the Service Recipient other than for Cause, or otherwise experiences a Termination under circumstances which entitle
the Participant to mandatory severance payment(s) pursuant to applicable law, or, in the case of a non-employee director of
the Company, if the non-employee director’s service on the Board terminates in connection with or as a result of a Change
in Control, in each case, at any time beginning on the date of the Change in Control up to and including the second anniversary
of the Change in Control.


 






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11.            Use
of Proceeds.


 


The proceeds received
from the sale of Stock pursuant to the Plan shall be used for general corporate purposes.


 


12.            Rights
and Privileges as a Stockholder.


 


Except as otherwise specifically
provided in the Plan, no Person shall be entitled to the rights and privileges of Stock ownership in respect of shares of Stock
that are subject to Awards hereunder until such shares have been issued to that Person.


 


13.            Transferability
of Awards.


 


Awards may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the applicable laws of descent
and distribution, and to the extent subject to exercise, Awards may not be exercised during the lifetime of the grantee other than
by the grantee. Notwithstanding the foregoing, except with respect to Incentive Stock Options, Awards and a Participant’s
rights under the Plan shall be transferable for no value to the extent provided in an Award Agreement or otherwise determined at
any time by the Committee.


 


14.            Employment
or Service Rights.


 


No individual shall have
any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for
the grant of any other Award. Neither the Plan nor any action taken hereunder shall be construed as giving any individual any right
to be retained in the employ or service of the Company or an Affiliate of the Company.


 


15.            Compliance
with Laws.


 


The obligation of the
Company to deliver Stock upon issuance, vesting, exercise, or settlement of any Award shall be subject to all applicable laws,
rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions
of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from
offering to sell or selling, any shares of Stock pursuant to an Award, unless such shares have been properly registered for sale
with the U.S. Securities and Exchange Commission pursuant to the Securities Act (or with a similar non-U.S. regulatory agency
pursuant to a similar law or regulation), or unless the Company has received an opinion of counsel, satisfactory to the Company,
that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and
conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale or resale
under the Securities Act any of the shares of Stock to be offered or sold under the Plan or any shares of Stock to be issued upon
exercise or settlement of Awards. If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to
an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the
Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.


 






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16.            Withholding
Obligations.


 


As a condition to the
issuance, vesting, exercise, or settlement of any Award (or upon the making of an election under Section 83(b) of the
Code), the Committee may require that a Participant satisfy, through deduction or withholding from any payment of any kind otherwise
due to the Participant, or through such other arrangements as are satisfactory to the Committee, the amount of all federal, state,
and local income and other taxes of any kind required or permitted to be withheld in connection with such issuance, vesting, exercise,
or settlement (or election). The Committee, in its discretion, may permit shares of Stock to be used to satisfy tax withholding
requirements, and such shares shall be valued at their Fair Market Value as of the issuance, vesting, exercise, or settlement date
of the Award, as applicable. Depending on the withholding method, the Company may withhold by considering the applicable minimum
statutorily required withholding rates or other applicable withholding rates in the applicable Participant’s jurisdiction,
including maximum applicable rates that may be utilized without creating adverse accounting treatment under Financial Accounting
Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto) and is permitted under
applicable withholding rules promulgated by the Internal Revenue Service or another applicable governmental entity.


 


17.            Amendment
of the Plan or Awards.


 


(a)            Amendment
of Plan. The Board or the Committee may amend the Plan at any time and from time to time.


 


(b)            Amendment
of Awards. The Board or the Committee may amend the terms of any one or more Awards at any time and from time to time.


 


(c)            Stockholder
Approval; No Material Impairment. Notwithstanding anything herein to the contrary, no amendment to the Plan or any Award shall
be effective without stockholder approval to the extent that such approval is required pursuant to applicable law or the applicable
rules of each national securities exchange on which the Stock is listed. Additionally, no amendment to the Plan or any Award
shall materially impair a Participant’s rights under any Award unless the Participant consents in writing (it being understood
that no action taken by the Board or the Committee that is expressly permitted under the Plan, including, without limitation, any
actions described in Section ‎10 hereof, shall constitute an amendment to the Plan
or an Award for such purpose). Notwithstanding the foregoing, subject to the limitations of applicable law, if any, and without
an affected Participant’s consent, the Board or the Committee may amend the terms of the Plan or any one or more Awards from
time to time as necessary to bring such Awards into compliance with applicable law, including, without limitation, Section 409A
of the Code.


 






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(d)            No
Repricing of Awards Without Stockholder Approval. Notwithstanding Sections ‎17(a) or
‎17(b) above, or any other provision of the Plan, the repricing of Awards shall not
be permitted without stockholder approval. For this purpose, a “repricing” means any of the following (or any
other action that has the same effect as any of the following): (1) changing the terms of an Award to lower its exercise or
base price (other than on account of capital adjustments resulting from share splits, etc., as described in Section ‎10(a) hereof);
(2) any other action that is treated as a repricing under GAAP; and (3) repurchasing for cash or canceling an Award in
exchange for another Award at a time when its exercise or base price is greater than the Fair Market Value of the underlying Stock,
unless the cancellation and exchange occurs in connection with an event set forth in Section ‎10(b) hereof.


 


18.            Termination
or Suspension of the Plan.


 


The Board or the Committee
may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the day before the tenth anniversary
of the date the stockholders of the Company approve the Plan. No Awards may be granted under the Plan while the Plan is suspended
or after it is terminated; provided, however, that following any suspension or termination of the Plan, the Plan shall remain
in effect for the purpose of governing all Awards then outstanding hereunder until such time as all Awards under the Plan have
been terminated, forfeited, or otherwise canceled, or earned, exercised, settled, or otherwise paid out, in accordance with their
terms.


 


19.            Effective
Date of the Plan.


 


The Plan is effective
as of the Effective Date, subject to stockholder approval.


 


20.            Miscellaneous.


 


(a)            Treatment
of Dividends and Dividend Equivalents on Unvested Awards. Notwithstanding any other provision of the Plan to the contrary,
with respect to any Award that provides for or includes a right to dividends or dividend equivalents, if dividends are declared
during the period that an equity Award is outstanding, such dividends (or dividend equivalents) shall either (i) not be paid
or credited with respect to such Award, or (ii) be accumulated but remain subject to vesting requirement(s) to the same
extent as the applicable Award and shall only be paid at the time or times such vesting requirement(s) are satisfied. Except
as otherwise determined by the Committee, no interest will accrue or be paid on the amount of any cash dividends withheld. No dividends
or dividend equivalents shall be paid on Options or Stock Appreciation Rights.


 


(b)            Certificates.
Stock acquired pursuant to Awards granted under the Plan may be evidenced in such a manner as the Committee shall determine. If
certificates representing Stock are registered in the name of the Participant, the Committee may require that (1) such certificates
bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Stock; (2) the Company
retain physical possession of the certificates; and (3) the Participant deliver a stock power to the Company, endorsed in
blank, relating to the Stock. Notwithstanding the foregoing, the Committee may determine, in its sole discretion, that the Stock
shall be held in book-entry form rather than delivered to the Participant pending the release of any applicable restrictions.


 






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(c)            Other
Benefits. No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing benefits under
any retirement plan of the Company or its Affiliates nor affect any benefits under any other benefit plan now or subsequently in
effect under which the availability or amount of benefits is related to the level of compensation.


 


(d)            Corporate
Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will
be deemed completed as of the date of such corporate action, unless otherwise determined by the Committee, regardless of when the
instrument, certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant.
In the event that the corporate records (e.g., Committee consents, resolutions, or minutes) documenting the
corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule, or number of shares
of Stock) that are inconsistent with those in the Award Agreement as a result of a clerical error in connection with the preparation
of the Award Agreement, the corporate records will control, and the Participant will have no legally binding right to the incorrect
term in the Award Agreement.


 


(e)            Clawback/Recoupment
Policy. Notwithstanding anything contained herein to the contrary, all Awards granted under the Plan shall be and remain subject
to any incentive compensation clawback or recoupment policy currently in effect or as may be adopted by the Board (or a committee
or subcommittee of the Board) and, in each case, as may be amended from time to time. No such policy adoption or amendment shall
in any event require the prior consent of any Participant. No recovery of compensation under such a clawback policy will be an
event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term)
under any agreement with the Company or any of its Affiliates. In the event that an Award is subject to more than one such policy,
the policy with the most restrictive clawback or recoupment provisions shall govern such Award, subject to applicable law.


 


(f)            Non-Exempt
Employees. If an Option is granted to an employee of the Company or any of its Affiliates in the United States who is a non-exempt
employee for purposes of the Fair Labor Standards Act of 1938, as amended, the Option will not be first exercisable for any shares
of Stock until at least six (6) months following the date of grant of the Option (although the Option may vest prior
to such date). Consistent with the provisions of the Worker Economic Opportunity Act, (1) if such employee dies or suffers
a Disability; (2) upon a Corporate Event in which such Option is not assumed, continued, or substituted; (3) upon a Change
in Control; or (4) upon the Participant’s retirement (as such term may be defined in the applicable Award Agreement
or a Participant Agreement or, if no such definition exists, in accordance with the Company’s then current employment policies
and guidelines), the vested portion of any Options held by such employee may be exercised earlier than six months following
the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection
with the exercise or vesting of an Option will be exempt from his or her regular rate of pay. To the extent permitted and/or required
for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection
with the exercise, vesting, or issuance of any shares under any other Award will be exempt from such employee’s regular rate
of pay, the provisions of this Section ‎20(f) will apply to all Awards.


 






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(g)            Data
Privacy. As a condition of receipt of any Award, each Participant explicitly and unambiguously consents to the collection,
use, and transfer, in electronic or other form, of personal data as described in this Section 20(g) by and among, as
applicable, the Company and its Affiliates, for the exclusive purpose of implementing, administering, and managing the Plan and
Awards and the Participant’s participation in the Plan. In furtherance of such implementation, administration, and management,
the Company and its Affiliates may hold certain personal information about a Participant, including, but not limited to, the Participant’s
name, home address, telephone number, date of birth, social security or insurance number or other identification number, salary,
nationality, job title(s), information regarding any securities of the Company or any of its Affiliates, and details of all Awards
(the “Data”). In addition to transferring the Data amongst themselves as necessary for the purpose of implementation,
administration, and management of the Plan and Awards and the Participant’s participation in the Plan, the Company and its
Affiliates may each transfer the Data to any third parties assisting the Company in the implementation, administration, and management
of the Plan and Awards and the Participant’s participation in the Plan. Recipients of the Data may be located in the Participant’s
country or elsewhere, and the Participant’s country and any given recipient’s country may have different data privacy
laws and protections. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain, and
transfer the Data, in electronic or other form, for the purposes of assisting the Company in the implementation, administration,
and management of the Plan and Awards and the Participant’s participation in the Plan, including any requisite transfer of
such Data as may be required to a broker or other third party with whom the Company or the Participant may elect to deposit any
shares of Stock. The Data related to a Participant will be held only as long as is necessary to implement, administer, and manage
the Plan and Awards and the Participant’s participation in the Plan. A Participant may, at any time, view the Data held by
the Company with respect to such Participant, request additional information about the storage and processing of the Data with
respect to such Participant, recommend any necessary corrections to the Data with respect to the Participant, or refuse or withdraw
the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Company
may cancel the Participant’s eligibility to participate in the Plan, and in the Committee’s discretion, the Participant
may forfeit any outstanding Awards if the Participant refuses or withdraws the consents described herein. For more information
on the consequences of refusal to consent or withdrawal of consent, Participants may contact their local human resources representative.


 


(h)            Participants
Outside of the United States. The Committee may modify the terms of any Award under the Plan made to or held by a Participant
who is then a resident, or is primarily employed or providing services, outside of the United States in any manner deemed by the
Committee to be necessary or appropriate in order that such Award shall conform to laws, regulations, and customs of the country
in which the Participant is then a resident or primarily employed or providing services, or so that the value and other benefits
of the Award to the Participant, as affected by non–U.S. tax laws and other restrictions applicable as a result of the Participant’s
residence, employment, or providing services abroad, shall be comparable to the value of such Award to a Participant who is a resident,
or is primarily employed or providing services, in the United States. An Award may be modified under this Section ‎20(h) in
a manner that is inconsistent with the express terms of the Plan, so long as such modifications will not contravene any applicable
law or regulation or result in actual liability under Section 16(b) of the Exchange Act for the Participant whose Award
is modified. Additionally, the Committee may adopt such procedures and sub-plans as are necessary or appropriate to permit participation
in the Plan by Eligible Persons who are non–U.S. nationals or are primarily employed or providing services outside the United
States.


 






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(i)            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 of its Affiliates is reduced (for example, and without limitation, if the Participant is an employee of
the Company and the employee has a change in status from a full-time employee to a part-time employee) after the date of grant
of any Award to the Participant, the Committee has the right in its sole discretion to (i) make a corresponding reduction
in the number of shares of Stock 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 (ii) in lieu of or in combination with such a reduction, extend the vesting or payment
schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion
of the Award that is so reduced or extended.


 


(j)            No
Liability of Committee Members. Neither any member of the Committee nor any of the Committee’s permitted delegates shall
be liable personally by reason of any contract or other instrument executed by such member or on his or her behalf in his or her
capacity as a member of the Committee or for any mistake of judgment made in good faith, and the Company shall indemnify and hold
harmless each member of the Committee and each other employee, officer, or director of the Company to whom any duty or power relating
to the administration or interpretation of the Plan may be allocated or delegated, against all costs and expenses (including counsel
fees) and liabilities (including sums paid in settlement of a claim) arising out of any act or omission to act in connection with
the Plan, unless arising out of such Person’s own fraud or willful misconduct; provided, however, that approval of
the Board shall be required for the payment of any amount in settlement of a claim against any such Person. The foregoing right
of indemnification shall not be exclusive of any other rights of indemnification to which such Persons may be entitled under the
Company’s certificate or articles of incorporation or by-laws, each as may be amended from time to time, as a matter of law,
or otherwise, or any power that the Company may have to indemnify them or hold them harmless.


 


(k)            Payments
Following Accidents or Illness. If the Committee shall find that any Person to whom any amount is payable under the Plan is
unable to care for his or her affairs because of illness or accident, or is a minor, or has died, then any payment due to such
Person or his or her estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the
Committee so directs the Company, be paid to his or her spouse, child, relative, an institution maintaining or having custody of
such Person, or any other Person deemed by the Committee to be a proper recipient on behalf of such Person otherwise entitled to
payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.


 






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(l)            Governing
Law. The Plan shall be governed by and construed in accordance with the laws of State of Delaware, without reference to the
principles of conflicts of laws thereof.





 


(m)            Electronic
Delivery. Any reference herein to a “written” agreement or document or “writing” will include any agreement
or document delivered electronically or posted on the Company’s intranet (or other shared electronic medium controlled or
authorized by the Company to which the Participant has access) to the extent permitted by applicable law.


 


(n)            Arbitration.
All disputes and claims of any nature that a Participant (or such Participant’s transferee or estate) may have against the
Company arising out of or in any way related to the Plan or any Award Agreement shall be submitted to and resolved exclusively
by binding arbitration conducted in the State of Delaware (or such other location as the parties thereto may agree) in accordance
with the applicable rules of the American Arbitration Association then in effect, and the arbitration shall be heard and determined
by a panel of three arbitrators in accordance with such rules (except that in the event of any inconsistency between such
rules and this Section ‎20(n), the provisions of this Section ‎20(n) shall
control). The arbitration panel may not modify the arbitration rules specified above without the prior written approval of
all parties to the arbitration. Within ten business days after the receipt of a written demand, each party shall designate one
arbitrator, each of whom shall have experience involving complex business or legal matters, but shall not have any prior, existing,
or potential material business relationship with any party to the arbitration. The two arbitrators so designated shall select a
third arbitrator, who shall preside over the arbitration, shall be similarly qualified as the two arbitrators, and shall have no
prior, existing or potential material business relationship with any party to the arbitration; provided, that, if the two
arbitrators are unable to agree upon the selection of such third arbitrator, such third arbitrator shall be designated in accordance
with the arbitration rules referred to above. The arbitrators will decide the dispute by majority decision, and the decision
shall be rendered in writing and shall bear the signatures of the arbitrators and the party or parties who shall be charged therewith,
or the allocation of the expenses among the parties in the discretion of the panel. The arbitration decision shall be rendered
as soon as possible, but in any event not later than 120 days after the constitution of the arbitration panel. The arbitration
decision shall be final and binding upon all parties to the arbitration. The parties hereto agree that judgment upon any award
rendered by the arbitration panel may be entered in the United States District Court for the District of Delaware or any Delaware
state court sitting in the State of Delaware. To the maximum extent permitted by law, the parties hereby irrevocably waive any
right of appeal from any judgment rendered upon any such arbitration award in any such court. Notwithstanding the foregoing, any
party may seek injunctive relief in any such court.


 


(o)            Statute
of Limitations. A Participant or any other person filing a claim for benefits under the Plan must file the claim within one year
of the date the Participant or other person knew or should have known of the facts giving rise to the claim. This one-year statute
of limitations will apply in any forum where a Participant or any other person may file a claim and, unless the Company waives
the time limits set forth above in its sole discretion, any claim not brought within the time periods specified shall be waived
and forever barred.


 






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(p)            Funding.
No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets
or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall
the Company be required to maintain separate bank accounts, books, records, or other evidence of the existence of a segregated
or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as
unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation
by performance of services, they shall have the same rights as other employees and service providers under general law.


 


(q)            Reliance
on Reports. Each member of the Committee and each member of the Board shall be fully justified in relying, acting, or failing
to act, and shall not be liable for having so relied, acted, or failed to act in good faith, upon any report made by the independent
public accountant of the Company and its Affiliates and upon any other information furnished in connection with the Plan by any
Person or Persons other than such member.


 


(r)            Titles
and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of
any conflict, the text of the Plan, rather than such titles or headings, shall control.


 


*     *     *


 


Adopted
by the Board of Directors: _______, 2021

Approved by the Stockholders: _______, 2021

Termination Date: _______, 2031


 






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