Exhibit 4.6


 


LOTTERY.COM
2021 INCENTIVE PLAN


 


1. Establishment
of the Plan; Effective Date; Duration.


 


(a) Establishment
of the Plan; Effective Date. Lottery.com Inc., a Delaware corporation (the “Company”), hereby establishes this
incentive compensation plan to be known as the “Lottery.com 2021 Incentive Plan,” as amended from time to time (the “Plan”).
The Plan permits the grant of Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted
Stock Units, Other Stock-Based Awards, Other Cash-Based Awards and Dividend Equivalents. If the Plan is not approved by the stockholders
of the Company on or prior to the Effective Date, then the Plan will be null and void in its entirety. The Plan shall remain in effect
as provided in Section 1(b) of the Plan. Capitalized but undefined terms shall have the meaning set forth in Section 3 of the Plan.


 


(b) Duration
of the Plan. The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Board to amend
or terminate the Plan at any time pursuant to Section 13. However, in no event may an Award be granted under the Plan on or after ten
years from the Effective Date.


 


2. Purpose.
The purpose of the Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to
provide a means whereby certain directors, officers, employees, consultants and advisors (and certain prospective directors, officers,
employees, consultants, and advisors) of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or
be paid incentive compensation, which may be measured by reference to the value of Common Stock, thereby strengthening their commitment
to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s stockholders.


 


3. Definitions.
Certain terms used herein have the definitions given to them in the first instance in which they are used. In addition, for purposes of
the Plan, the following terms are defined as set forth below:


 


(a) “Affiliate”
means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the Company and/or
(ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest. The term “control”
(including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to
any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.


 


(b) “Applicable
Laws” means the requirements relating to the administration of equity incentive plans under U.S. federal and state securities,
tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Common
Stock is listed or quoted, and the applicable laws and rules of any foreign country or other jurisdiction where Awards are granted, as
are in effect from time to time.


 


(c) “Award”
means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Unit, Other Stock-Based Awards, Other Cash-Based Awards, and/or Dividend Equivalents, granted under the Plan.


 


(d) “Award
Agreement” means a written agreement between a Participant and the Company which sets out the terms of the grant of an Award.


 


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


 


(f)  “Cause”
means, in the case of a particular Award, unless the applicable Award Agreement states otherwise, (i) the Company or an Affiliate having
“cause” to terminate a Participant’s employment or service, as defined in any employment or consulting or similar agreement
between the Participant and the Company or an Affiliate in effect at the time of such termination, or (ii) in the absence of any such
employment or consulting or similar agreement (or the absence of any definition of  “Cause” contained therein), a Participant’s
(A) conviction of, or the entry of a plea of guilty or no contest to, a felony or any other crime that causes the Company or its Affiliates
public disgrace or disrepute, or materially and adversely affects the Company’s or its Affiliates’ operations or financial
performance or the relationship the Company has with its customers; (B) gross negligence or willful misconduct with respect to the Company
or any of its Affiliates, including, without limitation, fraud, embezzlement, theft or proven dishonesty in the course of his employment
or other service to the Company or an Affiliate; (C) alcohol abuse or use of controlled substances other than in accordance with a physician’s
prescription; (D) refusal to perform any lawful, material obligation or fulfill any duty (other than any duty or obligation of the type
described in clause (F) below) to the Company or its Affiliates (other than due to a disability, as determined by the Committee), which
refusal, if curable, is not cured within 15 days after delivery of written notice thereof; (E) material breach of any agreement with
or duty owed to the Company or any of its Affiliates, which breach, if curable, is not cured within 15 days after the delivery of written
notice thereof; or (F) any breach of any obligation or duty to the Company or any of its Affiliates (whether arising by statute, common
law or agreement) relating to confidentiality, noncompetition, nonsolicitation and/or proprietary rights.




 




     


     


    

 


(g) “Change
in Control” shall, in the case of a particular Award, unless the applicable Award Agreement states otherwise or contains
a different definition of “Change in Control,” be deemed to occur upon any of the following events:


 


(i)  any
“person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than (A) the Company or any of its Affiliates,
(B) any trustee or other fiduciary holding securities under any employee benefit plan of the Company or any of its Affiliates, (C) an
underwriter temporarily holding securities pursuant to an offering of such securities, or (D) an entity owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportions as their ownership of Common Stock) becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, by way of merger, consolidation, recapitalization,
reorganization or otherwise, of fifty percent (50%) or more of the total voting power of the then outstanding voting securities of the
Company;


 


(ii) the
cessation of control (by virtue of their not constituting a majority of directors) of the Board by the individuals who (x) were directors
on the Effective Date or (y) become directors after Effective Date and whose election or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds of the directors then in office who were directors on the Effective Date or
whose election or nomination for election was previously so approved;


 


(iii) the
consummation of a merger or consolidation of the Company with any other company, other than a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented
by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;


 


(iv) the
consummation of a plan of complete liquidation of the Company or the sale or disposition by the Company of all or substantially all the
Company’s assets; or


 


(v) any
other event specified as a “Change in Control” in an applicable Award Agreement.


 


Notwithstanding the foregoing,
if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral
of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional taxes under
Section 409A of the Code, the transaction or event described in subsection (i), (ii), (iii), (iv), or (v) with respect to such Award
(or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also
constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).


 


(h) “Claim”
means any claim, liability or obligation of any nature, arising out of or relating to the Plan or an alleged breach of the Plan or an
Award Agreement.


 




    2


     


    

 


(i)  “Code”
means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code shall
be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to
such section, regulations or guidance.


 


(j)  “Committee”
means a committee of at least two people as the Board may appoint to administer the Plan or, if no such committee has been appointed by
the Board, the Board.


 


(k) “Common
Stock” means the common stock of the Company, par value $0.001 per share.


 


(l)  “Company”
means Lottery.com, a Delaware corporation.


 


(m) “Date
of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such
authorization or applicable Award Agreement.


 


(n) “Dividend
Equivalent” means a right awarded under Section 11 to receive the equivalent value (in cash or Common Stock) of ordinary
dividends that would otherwise be paid on the Common Stock subject to an Award that is a full-value award but that have not been issued
or delivered.


 


(o) “Effective
Date” means the later of (i) the date that the Company’s stockholders approve the Plan and (ii) October 29, 2021.


 


(p) “Eligible
Director” means a person who is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange
Act.


 


(q) “Eligible
Person” with respect to an Award denominated in Common Stock, means any (i) individual employed by the Company or an
Affiliate; (ii) director of the Company or an Affiliate; (iii) consultant or advisor to the Company or an Affiliate; provided,
that, if the Securities Act applies, such persons must be eligible to be offered securities registrable on Form S-8 under the Securities
Act; or (iv) prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy
from the Company or its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once he or she begins employment
with or begins providing services to the Company or its Affiliates, provided, that, the Date of Grant of any Award to such individual
shall not be prior to the date he begins employment with or begins providing services to the Company or its Affiliates).


 


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


 


(s)  “Exercise
Price” has the meaning given such term in Section 7(b) of the Plan.


 


(t)  “Fair
Market Value” means, as of any date, the value of a share of Common Stock determined as follows:


 


(i)  If
the Common Stock is listed on any established stock exchange or a national market system, the per share closing sales price for shares
of Common Stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported
in The Wall Street Journal or such other source as the Committee deems reliable;


 


(ii) If the Common
Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a share of
Common Stock will be the mean between the high bid and low asked per share prices for the Common Stock on the day of determination, as
reported in The Wall Street Journal or such other source as the Committee deems reliable; or




 




    3


     


    

 


(iii) In
the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Committee (acting
on the advice of an Independent Third Party, should the Committee elect in its sole discretion to utilize an Independent Third Party for
this purpose).


 


(iv) Notwithstanding
the foregoing, the determination of Fair Market Value in all cases shall be in accordance with the requirements set forth under Section
409A of the Code to the extent necessary for an Award to comply with, or be exempt from, Section 409A of the Code.


 


(u) “Immediate
Family Members” shall have the meaning set forth in Section 14(b)(ii).


 


(v) “Incentive
Stock Option” means an Option that is designated by the Committee as an incentive stock option as described in Section 422
of the Code and otherwise meets the requirements set forth in the Plan for incentive stock options.


 


(w) “Indemnifiable
Person” shall have the meaning set forth in Section 4(e) of the Plan.


 


(x) “Independent
Third Party” means an individual or entity independent of the Company having experience in providing investment banking
or similar appraisal or valuation services and with expertise generally in the valuation of securities or other property for purposes
of this Plan. The Committee may utilize one or more Independent Third Parties.


 


(y) “Mature
Shares” means Common Stock owned by a Participant that are not subject to any pledge or security interest and that have
been either previously acquired by the Participant on the open market or meet such other requirements, if any, as the Committee may determine
are necessary in order to avoid an accounting earnings charge on account of the use of such shares to pay the Exercise Price or satisfy
a tax or deduction obligation of the Participant.


 


(z) “Nonqualified
Stock Option” means an Option that is not designated by the Committee as an Incentive Stock Option.


 


(aa) “Option”
means an Award granted under Section 7 of the Plan.


 


(bb) “Option
Period” has the meaning given such term in Section 7(c) of the Plan.


 


(cc) “Other
Cash-Based Award” means a cash Award granted to a Participant under Section 10 of the Plan, including cash awarded as a
bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.


 


(dd) “Other
Stock-Based Award” means an equity-based or equity-related Award, other than an Option, SAR, Restricted Stock, Restricted
Stock Unit or Dividend Equivalent, granted in accordance with the terms and conditions set forth under Section 10 of the Plan (including
upon the attainment of any Performance Goals or otherwise as permitted under the Plan).


 


(ee) “Participant”
means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to Section 6
of the Plan.


 


(ff) “Performance
Goals” means any objective or subjective goals the Committee establishes with respect to an Award. Performance Goals may
include, but are not limited to, the performance of the Company or any one or more of its Subsidiaries, Affiliates or other business
units with respect to the following measures: net sales; cost of sales; gross income; gross revenue; revenue; operating income; earnings
before taxes; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; earnings before interest,
taxes, depreciation, amortization and exception items; income from continuing operations; net income; earnings per share; diluted earnings
per share; total stockholder return; Fair Market Value; cash flow; net cash provided by operating activities; net cash provided by operating
activities less net cash used in investing activities; ratio of debt to debt plus equity; return on stockholder equity; return on invested
capital; return on average total capital employed; return on net capital employed; return on assets; return on net assets employed before
interest and taxes; operating working capital; average accounts receivable (calculated by taking the average of accounts receivable at
the end of each month); average inventories (calculated by taking the average of inventories at the end of each month); economic value
added; succession planning; manufacturing return on assets; manufacturing margin; and customer satisfaction. Performance Goals may also
relate to a Participant’s individual performance and may, unless provided otherwise in the Award Agreement, be adjusted in the
Committee’s discretion.


 




    4


     


    

 


(gg) “Permitted
Transferee” shall have the meaning set forth in Section 14(b)(ii) of the Plan.


 


(hh) “Person”
means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.


 


(ii) “Plan”
means this Lottery.com 2021 Incentive Plan, as amended from time to time.


 


(jj) “Restricted
Period” means the period of time determined by the Committee during which an Award is subject to restrictions or, as applicable,
the period of time within which performance is measured for purposes of determining whether an Award has been earned.


 


(kk) “Restricted
Stock Unit” means an unfunded and unsecured promise to deliver Common Stock, cash, other securities or other property, subject
to certain performance or time-based restrictions (including, without limitation, a requirement that the Participant remain continuously
employed, provide continuous services for a specified period of time, or attain specified performance objectives), granted under Section 9
of the Plan.


 


(ll) “Restricted
Stock” means Common Stock, subject to certain specified performance or time-based restrictions (including, without limitation,
a requirement that the Participant remain continuously employed, provide continuous services for a specified period of time, or attain
specified performance objectives), granted under Section 9 of the Plan.


 


(mm) “SAR
Period” has the meaning given such term in Section 8(c) of the Plan.


 


(nn) “Securities
Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of the
Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section, and any amendments
or successor provisions to such section, rules, regulations or guidance.


 


(oo) “Stock
Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.


 


(pp) “Strike
Price” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case of a
SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent of an
Option, the Fair Market Value on the Date of Grant.


 


(qq) “Subsidiary”
means, with respect to any specified Person:


 


(i)  any
corporation, association or other business entity of which more than 50% of the total voting power of shares (without regard to the occurrence
of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting
power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person
(or a combination thereof); and


 


(ii) any
partnership (or any comparable foreign entity (A) the sole general partner (or functional equivalent thereof) or the managing general
partner of which is such Person or Subsidiary of such Person or (B) the only general partners (or functional equivalents thereof) of which
are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


(rr) “Substitute
Award” has the meaning given such term in Section 5(e).


 




    5


     


    

 


4. Administration.


 


(a) The
Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange
Act or Applicable Law (if the Board is not acting as the Committee under the Plan), it is intended that each member of the Committee shall,
at the time he takes any action with respect to an Award under the Plan, be an Eligible Director, in the case of Rule 16b-3, or a member
of the Board, in the case of Applicable Law. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall
not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.


 


(b) Subject
to the provisions of the Plan and Applicable Law, the Committee shall have the sole and plenary authority, in addition to other express
powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of
Awards to be granted to a Participant; (iii) determine the number of shares of Common Stock to be covered by, or with respect to which
payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award
(including any Performance Goals, criteria, and/or periods applicable to Awards); (v) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Common Stock, other securities, other Awards or other property, or canceled,
forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine
whether, to what extent, and under what circumstances the delivery of cash, Common Stock, other securities, other Awards or other property
and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of
the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan
and any instrument or agreement relating to, or Award granted under, the Plan, including any changes required to comply with Applicable
Laws; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate
for the proper administration of the Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on,
Awards; (x) modify any Performance Goals, criteria and/or periods; and (y) make any other determination and take any other action that
the Committee deems necessary or desirable for the administration of the Plan, in each case, to the extent consistent with the terms of
the Plan.


 


(c) The
Committee may delegate to one or more officers of the Company or any Affiliate the authority to act on behalf of the Committee with respect
to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee herein, and that may
be so delegated as a matter of law, except for grants of Awards to persons subject to Section 16 of the Exchange Act.


 


(d) Unless
otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect
to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee,
may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without limitation, the Company,
any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.


 


(e) No member of the Board,
the Committee, delegate of the Committee or any employee or agent of the Company (each such person, an “Indemnifiable Person”)
shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award
hereunder. Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability,
or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or
resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person
may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement and against and from any and
all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable
Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, provided that
the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives
notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s
choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment
or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the
acts or omissions of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s
bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s
Certificate of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification
to which such Indemnifiable Persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of
law, or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.




 




    6


     


    

 


(f)  Notwithstanding
anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards
and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee
under the Plan.


 


5. Grant
of Awards; Shares Subject to the Plan; Limitations.


 


(a) The
Committee may, from time to time, grant Awards to one or more Eligible Persons.


 


(b) Subject to
Section 12 of the Plan, Awards granted under the Plan shall be subject to the following limitations: (i) the Committee is
authorized to deliver under the Plan an aggregate of 13,130,368 shares of Common Stock; provided, that the total number of shares of
Common Stock that will be reserved, and that may be issued, under the Plan will automatically increase on the first trading day of
each calendar year, beginning with calendar year 2021, by a number of shares of Common Stock equal to five percent (5%) of the total
outstanding shares of Common Stock on the last day of the prior calendar year, and (ii) the maximum number of shares of Common Stock
that may be subject to an Award granted under the Plan during any single fiscal year to any Participant who is a non-employee
director, when taken together with any cash fees paid to such non-employee director during such year in respect of his service as a
non-employee director (including service as a member or chair of any committee of the Board), shall not exceed $1,000,000 in total
value (calculating the value of any such Award based on the Fair Market Value on the Date of Grant of such Award for financial
reporting purposes); provided that the non-employee directors who are considered independent (under the rules of NASDAQ or
other securities exchange on which the Common Stock is traded) may make exceptions to this limit for a non-executive chair of the
Board, if any, in which case the non-employee director receiving such additional compensation may not participate in the decision to
award such compensation. Notwithstanding the automatic annual increase set forth in (i) above, the Board may act prior to January
1st of a given year to provide that there will be no such increase in the share reserve for such year or that the increase in the
share reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the stipulated
percentage.


 


(c) In
the event that (i) any Option or other Award granted hereunder is exercised through the tendering of Common Stock (either actually or
by attestation) or by the withholding of Common Stock by the Company, or (ii) tax or deduction liabilities arising from such Option
or other Award are satisfied by the tendering of Common Stock (either actually or by attestation) or by the withholding of Common Stock
by the Company, then in each such case the shares of Common Stock so tendered or withheld shall be added to the shares of Common Stock
available for grant under the Plan on a one-for-one basis. Shares underlying Awards under this Plan that are forfeited, canceled, expire
unexercised, or are settled in cash shall also be available again for issuance as Awards under the Plan.


 


(d) Common
Stock delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the Company,
shares purchased on the open market or by private purchase, or a combination of the foregoing.


 


(e) Awards
may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously
granted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”). The number of
shares of Common Stock underlying any Substitute Awards shall not be counted against the aggregate number of shares of Common Stock available
for Awards under the Plan.


  




    7


     


    

 




6. Eligibility.
Participation shall be limited to Eligible Persons who have entered into an Award Agreement or who have received written notification
from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.


 


7. Options.


 


(a) Generally.
Each Option granted under the Plan shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email
or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Option so granted
shall be subject to the conditions set forth in this Section 7 and to such other conditions not inconsistent with the Plan as
may be reflected in the applicable Award Agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless
the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. Subject to Section 12,
the maximum aggregate number of shares of Common Stock that may be issued through the exercise of Incentive Stock Options granted
under the Plan is 13,130,368 shares of Common Stock, and, for the avoidance of doubt, such share limit shall not be subject to the
annual adjustment provided in Section 5(b)(i). Incentive Stock Options shall be granted only to Eligible Persons who are employees
of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to
receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been
approved by the stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Section
422(b)(1) of the Code; provided that any Option intended to be an Incentive Stock Option shall not fail to be effective
solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option
unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall
be subject to and comply with such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended
to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such
nonqualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the
Plan.


 


(b) Exercise
Price. Except with respect to Substitute Awards, the exercise price (“Exercise Price”) per share of Common
Stock for each Option shall not be less than 100% of the Fair Market Value of such share determined as of the Date of Grant (unless such
Option is a Nonqualified Stock Option and complies with the requirements of Section 409A of the Code); provided, however,
that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns shares representing
more than 10% of the total combined voting power of all classes of shares of the Company or any related corporation (as determined in
accordance with Treasury Regulation Section 1.422-2(f)), the Exercise Price per share shall not be less than 110% of the Fair Market
Value per share on the Date of Grant and provided further, that, notwithstanding any provision herein to the contrary, the Exercise
Price shall not be less than the par value per share of Common Stock.


 


(c) Vesting and Expiration.
Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee (including, if applicable,
the attainment of any Performance Goals, as determined by the Committee in the applicable Award Agreement) and shall expire after such
period, not to exceed ten years, as may be determined by the Committee (the “Option Period”); provided, however,
that the Option Period shall not exceed five years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant
who on the Date of Grant owns shares representing more than 10% of the total combined voting power of all classes of shares of the Company
or any related corporation (as determined in accordance with Treasury Regulation Section 1.422-2(f)); provided, further,
that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability
of any Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability.
In the event of any termination of employment or service with the Company or its Affiliates thereof of a Participant who has been granted
one or more Options, the Options shall be exercisable at the time or times and subject to the terms and conditions set forth in the Award
Agreement. If the Option would expire at a time when the exercise of the Option would violate applicable securities laws, the expiration
date applicable to the Option will be automatically extended to a date that is 30 calendar days following the date such exercise
would no longer violate applicable securities laws (so long as such extension shall not violate Section 409A of the Code); provided,
that in no event shall such expiration date be extended beyond the expiration of the Option Period.

 




    8


     


    

 


(d) Method
of Exercise and Form of Payment. No Common Stock shall be delivered pursuant to any exercise of an Option until payment in full
of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any taxes required
to be withheld or paid upon exercise of such Option. Options that have become exercisable may be exercised by delivery of written or electronic
notice of exercise to the Company in accordance with the terms of the Option, accompanied by payment of the Exercise Price. The Exercise
Price shall be payable (i) in cash, check, cash equivalent and/or Common Stock valued at the Fair Market Value at the time the Option
is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number
of Common Stock in lieu of actual delivery of such shares to the Company); provided, that, such Common Stock are not subject
to any pledge or other security interest and are Mature Shares; and (ii) by such other method as the Committee may permit in accordance
with Applicable Law, in its sole discretion, including without limitation: (A) in other property having a Fair Market Value on the date
of exercise equal to the Exercise Price, (B) if there is a public market for the Common Stock at such time, by means of a broker-assisted
“cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell
the Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise
Price, or (C) by a “net exercise” method whereby the Company withholds from the delivery of the shares of Common Stock for
which the Option was exercised that number of shares of Common Stock having a Fair Market Value equal to the aggregate Exercise Price
for the shares of Common Stock for which the Option was exercised. No fractional shares of Common Stock shall be issued or delivered pursuant
to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred
in lieu of any fractional share of Common Stock, or whether such fractional share of Common Stock or any rights thereto shall be canceled,
terminated or otherwise eliminated.


 


(e) Notification
upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under the Plan
shall notify the Company in writing immediately after the date he makes a disqualifying disposition of any Common Stock acquired pursuant
to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale)
of such Common Stock before the later of (i) two years after the Date of Grant of the Incentive Stock Option or (ii) one year after
the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures
established by the Committee, retain possession of any Common Stock acquired pursuant to the exercise of an Incentive Stock Option as
agent for the applicable Participant until the end of the period described in the preceding sentence.


 


(f)  Compliance
With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner
that the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable; any other Applicable Law; the applicable rules
and regulations of the Securities and Exchange Commission; or the applicable rules and regulations of any securities exchange or inter-dealer
quotation system on which the securities of the Company are listed or traded.


 


8. Stock
Appreciation Rights.


 


(a) Generally.
Each SAR granted under the Plan shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email or the
posting on a web site maintained by the Company or a third party under contract with the Company)). Each SAR so granted shall be subject
to the conditions set forth in this Section 8 and to such other conditions not inconsistent with the Plan as may be reflected in
the applicable Award Agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible
Persons independent of any Option.


 


(b) Strike
Price. The Strike Price per share of Common Stock for each SAR shall not be less than 100% of the Fair Market Value of such share
determined as of the Date of Grant.


 




    9


     


    

 


(c) Vesting
and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting
schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable
and shall expire in such manner and on such date or dates determined by the Committee (including, if applicable, the attainment of any
Performance Goals, as shall be determined by the Committee in the applicable Award Agreement) and shall expire after such period, not
to exceed ten years, as may be determined by the Committee (the “SAR Period”); provided, however,
that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability
of any SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability. In the
event of any termination of employment or service with the Company and its Affiliates thereof of a Participant who has been granted one
or more SARs, the SARs shall be exercisable at the time or times and subject to the terms and conditions as set forth in the Award Agreement
(or in the underlying Option Award Agreement, as may be applicable). If the SAR would expire at a time when the exercise of the SAR would
violate applicable securities laws, the expiration date applicable to the SAR will be automatically extended to a date that is 30 calendar
days following the date such exercise would no longer violate applicable securities laws (so long as such extension shall not violate
Section 409A of the Code); provided, that, in no event shall such expiration date be extended beyond the expiration of the
SAR Period.


 


(d) Method
of Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the
Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were
awarded.


 


(e) Payment.
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that are
being exercised, multiplied by the excess, if any, of the Fair Market Value of one share of Common Stock on the exercise date over the
Strike Price, less an amount equal to any taxes required to be withheld or paid. The Company shall pay such amount in cash, in Common
Stock having a Fair Market Value equal to such amount, or any combination thereof, as determined by the Committee. No fractional shares
of Common Stock shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other
securities or other property shall be paid or transferred in lieu of any fractional share of Common Stock, or whether such fractional
share of Common Stock or any rights thereto shall be canceled, terminated or otherwise eliminated.


 


9. Restricted
Stock and Restricted Stock Units.


 


(a) Generally.
Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement (whether in paper or electronic medium
(including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each such
grant shall be subject to the conditions set forth in this Section 9 and to such other conditions not inconsistent with the Plan
as may be reflected in the applicable Award Agreement (including the Performance Goals, if any, upon whose attainment the Restricted Period
shall lapse in part or full).


 


(b) Restricted
Accounts; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, a book entry in a restricted account shall be
established in the Participant’s name at the Company’s transfer agent and, if the Committee determines that the
Restricted Stock shall be held by the Company or in escrow rather than held in such restricted account pending the release of the
applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow
agreement satisfactory to the Committee, if applicable, and (ii) the appropriate stock power (endorsed in blank) with respect to the
Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted
Stock and, if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee, the Award
shall be null and void. Subject to the restrictions set forth in this Section 9 and the applicable Award Agreement, the
Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including, without
limitation, the right to vote such Restricted Stock and the right to receive dividends, if applicable, provided that such dividends
may be made subject to vesting or other conditions or may be required to be reinvested into additional shares of Restricted Stock,
as determined by the Committee in its discretion. To the extent shares of Restricted Stock are forfeited, any share certificates
issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares
and as a stockholder with respect thereto shall terminate without further obligation on the part of the Company.




 




    10


     


    

 


(c) Vesting.
Unless otherwise provided by the Committee in an Award Agreement, the unvested portion of Restricted Stock and Restricted Stock Units
shall terminate and be forfeited upon termination of employment or service of the Participant granted the applicable Award.


 


(d) Delivery
of Restricted Stock and Settlement of Restricted Stock Units.


 


(i)  Upon
the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable Award
Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If
an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge,
the share certificate evidencing the shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted
Period has expired (rounded down to the nearest full share) or shall register such shares in the Participant’s name without any
such restrictions. Dividends, if any, that may have been withheld by the Committee and attributable to any particular share of Restricted
Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a
Fair Market Value equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited,
the Participant shall have no right to such dividends (except as otherwise set forth by the Committee in the applicable Award Agreement).


 


(ii) Unless
otherwise provided by the Committee in an Award Agreement, and subject to any applicable deferral election authorized by the Committee,
upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the
Participant, or his beneficiary, without charge, one share of Common Stock for each such outstanding Restricted Stock Unit; provided,
however, that the Committee may, in its sole discretion, elect to (A) pay cash or part cash and part shares of Common Stock in
lieu of delivering only Common Stock in respect of such Restricted Stock Units or (B) defer the delivery of Common Stock (or cash or part
Common Stock and part cash, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation
of Applicable Law until such time as is no longer the case. If a cash payment is made in lieu of delivering Common Stock, the amount of
such payment shall be equal to the Fair Market Value of the Common Stock as of the date on which the Restricted Period lapsed with respect
to such Restricted Stock Units, less an amount equal to any taxes required to be withheld or paid.


 


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


 


(a) Other
Stock-Based Awards. The Committee may grant types of equity-based or equity-related Awards not otherwise described by the terms
of the Plan (including the grant or offer for sale of unrestricted Common Stock), in such amounts and subject to such terms and conditions,
as the Committee shall determine (including, if applicable, the attainment of any Performance Goals, as set forth in the applicable Award
Agreement). Such Other Stock-Based Awards may involve the transfer of actual Common Stock to Participants, or payment in cash or otherwise
of amounts based on the value of Common Stock. The terms and conditions of such Awards shall be consistent with the Plan and set forth
in the Award Agreement and need not be uniform among all such Awards or all Participants receiving such Awards.


 


(b) Other
Cash-Based Awards. The Committee may grant a Participant a cash Award not otherwise described by the terms of the Plan, including
cash awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.


 




    11


     


    

 


(c) Value
of Awards. Each Other Stock-Based Award shall be expressed in terms of shares of Common Stock or units based on Common Stock,
as determined by the Committee, and each Other Cash-Based Award shall be expressed in terms of cash. The Committee may establish Performance
Goals in its discretion and any such Performance Goals shall be set forth in the applicable Award Agreement. If the Committee exercises
its discretion to establish Performance Goals, the number and/or value of Other Stock-Based Awards or Other Cash-Based Awards that will
be paid out to the Participant will depend on the extent to which such Performance Goals are met.


 


(d) Payment
of Awards. Payment, if any, with respect to an Other Stock-Based Award or Other Cash-Based Award shall be made in accordance with
the terms of the Award, as set forth in the Award Agreement, in cash, Common Stock or a combination of cash and Common Stock, as the Committee
determines.


 


(e) Vesting.
The Committee shall determine the extent to which the Participant shall have the right to receive Other Stock-Based Awards or Other Cash-Based
Awards following the Participant’s termination of employment or service (including by reason of such Participant’s death,
disability (as determined by the Committee), or termination without Cause). Such provisions shall be determined in the sole discretion
of the Committee and will be included in the applicable Award Agreement but need not be uniform among all Other Stock-Based Awards or
Other Cash-Based Awards issued pursuant to the Plan and may reflect distinctions based on the reasons for the termination of employment
or service.


 


11. Dividend
Equivalents. Subject to Section 12, no adjustment shall be made in the Common Stock issuable or taken into account under Awards
on account of cash dividends that may be paid or other rights that may be issued to the holders of Common Stock prior to issuance of such
Common Stock under such Award. The Committee may grant Dividend Equivalents based on the dividends declared on shares of Common Stock
that are subject to any Award (other than an Option or Stock Appreciation Right). Any Award of Dividend Equivalents may be credited as
of the dividend payment dates, during the period between the Date of Grant of the Award and the date the Award becomes payable or terminates
or expires, as determined by the Committee; however, unless otherwise determined by the Committee, Dividend Equivalents shall not be payable
unless and until the Award becomes payable, and shall be subject to forfeiture to the same extent as the underlying Award. Dividend Equivalents
may be subject to any additional limitations and/or restrictions determined by the Committee. Dividend Equivalents shall be payable in
cash or Common Stock or converted to full-value Awards, calculated based on such formula as may be determined by the Committee.


 


12. Changes
in Capital Structure and Similar Events. In the event of  (a) any dividend (other than ordinary cash dividends) or other
distribution (whether in the form of cash, Common Stock, other securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, amalgamation, consolidation, spin-off, split-up, split-off, combination, repurchase or exchange of Common
Stock or other securities of the Company, issuance of warrants or other rights to acquire Common Stock or other securities of the Company,
or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the Common Stock, or
(b) unusual or infrequently occurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate,
or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements
of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case
an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any
such adjustments in such manner as it may deem equitable, subject to the requirements of Sections 409A, 421, and 422 of the Code, if applicable,
including without limitation any or all of the following:


 


(a) adjusting
any or all of  (i) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities
or other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including,
without limitation, adjusting any or all of the limitations under Section 5 of the Plan) and (ii) the terms of any outstanding Award,
including, without limitation, (A) the number of shares of Common Stock or other securities of the Company (or number and kind of other
securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (B) the Exercise Price or Strike Price
with respect to any Award or (C) any applicable performance measures;


 




    12


     


    

 


(b) providing
for a substitution or assumption of Awards in a manner that substantially preserves the applicable terms of such Awards;


 


(c) accelerating
the exercisability or vesting of, lapse of restrictions on, or termination of, Awards or providing for a period of time for exercise prior
to the occurrence of such event;


 


(d) modifying
the terms of Awards to add events, conditions or circumstances (including termination of employment within a specified period after a
Change in Control) upon which the exercisability or vesting of or lapse of restrictions thereon will accelerate;


 


(e) deeming
any performance measures satisfied at target, maximum or actual performance through closing or such other level determined by the Committee
in its sole discretion, or providing for the performance measures to continue (as is or as adjusted by the Committee) after closing;


 


(f)  providing
that for a period prior to the Change in Control determined by the Committee in its sole discretion, any Options or SARs that would not
otherwise become exercisable prior to the Change in Control will be exercisable as to all Common Stock subject thereto (but any such exercise
will be contingent upon and subject to the occurrence of the Change in Control and if the Change in Control does not take place after
giving such notice for any reason whatsoever, the exercise will be null and void) and that any Options or SARs not exercised prior to
the consummation of the Change in Control will terminate and be of no further force and effect as of the consummation of the Change in
Control; and


 


(g) canceling
any one or more outstanding Awards and causing to be paid to the holders thereof, in cash, Common Stock, other securities or other property,
or any combination thereof, the value of such Awards, if any, as determined by the Committee (which if applicable may be based upon the
price per share of Common Stock received or to be received by other stockholders of the Company in such event), including without limitation,
in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of
a date specified by the Committee) of the Common Stock subject to such Option or SAR over the aggregate Exercise Price or Strike Price
of such Option or SAR, respectively (it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike
Price equal to, or in excess of, the Fair Market Value of a share of Common Stock subject thereto may be canceled and terminated without
any payment or consideration therefor); provided, however, that in the case of any “equity restructuring” (within
the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718), the Committee shall make an equitable
or proportionate adjustment to outstanding Awards to reflect such equity restructuring. The Company shall give each Participant notice
of an adjustment hereunder and, upon notice, such adjustment shall be final, conclusive and binding for all purposes.


 


13. Amendments
and Termination.


 


(a) Amendment
and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at
any time; provided that (i) no amendment to Section 13(b) (to the extent required by the proviso in such Section 13(b))
shall be made without stockholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be
made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan
(including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer
quotation system on which the Common Stock may be listed or quoted); provided, further, that any such amendment, alteration,
suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary
of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.


 


(b) Amendment of Award
Agreements. The Committee may, to the extent consistent with the terms of any applicable Award Agreement, waive any conditions
or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated
Award Agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance,
cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore
granted shall not to that extent be effective without the consent of the affected Participant, unless the Committee determines, in its
sole discretion, that the amendment is necessary for the Award to comply with Section 409A of the Code; provided, further,
that without stockholder approval, except as otherwise permitted under Section 12 of the Plan, (i) no amendment or modification
may reduce the Exercise Price of any Option or the Strike Price of any SAR, (ii) the Committee may not cancel any outstanding Option
or SAR where the Fair Market Value of the Common Stock underlying such Option or SAR is less than its Exercise Price and replace it with
a new Option or SAR, another Award or cash and (iii) the Committee may not take any other action that is considered a “repricing”
for purposes of the stockholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the Common
Stock is listed or quoted.




 




    13


     


    

 


14. General.


 


(a) Award
Agreements. Each Award under the Plan shall be evidenced by an Award Agreement, which shall be delivered to the Participant (whether
in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract
with the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including, without limitation,
the effect on such Award of the death, disability or termination of employment or service of a Participant, or of such other events as
may be determined by the Committee. Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation
to any other Award. The terms of each Award to a Participant need not be identical, and the Committee need not treat Participants or Awards
(or portions thereof) uniformly.


 


(b) Nontransferability.


 


(i)  Each
Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under Applicable Law, by
the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred
or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided
that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.


 


(ii) Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant,
without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve the
purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions
to Form S-8 under the Securities Act (collectively, the “Immediate Family Members”); (B) a trust solely for the benefit
of the Participant and his Immediate Family Members; (C) a partnership or limited liability company whose only partners or stockholders
are the Participant and his Immediate Family Members; or (D) any other transferee as may be approved either (I) by the Board or the
Committee in its sole discretion, or (II) as provided in the applicable Award Agreement (each transferee described in clauses (A),
(B), (C) and (D) above is hereinafter referred to as, a “Permitted Transferee”); provided that the Participant
gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the
Participant in writing that such a transfer would comply with the requirements of the Plan.


 


(iii) The
terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any
reference in the Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except
that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution;
(B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration
statement on an appropriate form covering the Common Stock to be acquired pursuant to the exercise of such Option if the Committee determines,
consistent with any applicable Award Agreement, that such a registration statement is necessary or appropriate; (C) the Committee or
the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have
been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the termination of the participant’s
employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable Award Agreement shall continue
to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee
only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement.




 




    14


     


    

 


(c) Tax
Withholding and Deductions.


 


(i)  A
Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby
authorized to deduct and withhold, from any cash, Common Stock, other securities or other property deliverable under any Award or from
any compensation or other amounts owing to a Participant, the amount (in cash, Common Stock, other securities or other property) of any
required taxes (up to the maximum statutory rate under Applicable Law as in effect from time to time as determined by the Committee) and
deduction in respect of an Award, its grant, vesting or exercise, or any payment or transfer under an Award or under the Plan and to take
such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such
taxes.


 


(ii) Without
limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in
part, the foregoing tax and deduction liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or
other security interest and are Mature Shares, except as otherwise determined by the Committee) owned by the Participant having a Fair
Market Value equal to such liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or
deliverable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such liability.


 


(d) No
Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other person, 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 a
grant of any other Award. A Participant’s sole remedy for any Claim related to the Plan or any Award shall be against the Company,
and no Participant shall have any Claim or right of any nature against any Subsidiary or Affiliate of the Company or any stockholder or
existing or former director, officer or employee of the Company or any Subsidiary of the Company. There is no obligation for uniformity
of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations
and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants,
whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving
any Participant any right to be retained in the employ or service of the Company or an Affiliate, nor shall it be construed as giving
any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant
from employment or discontinue any consulting relationship, free from any liability or any Claim under the Plan, unless otherwise expressly
provided in the Plan or any Award Agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived
any Claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award
beyond the period provided under the Plan or any Award Agreement, notwithstanding any provision to the contrary in any written employment
contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is executed before,
on or after the Date of Grant.


 


(e) International
Participants. With respect to Participants who reside or work outside of the United States of America, the Committee may in its
sole discretion amend the terms of the Plan or outstanding Awards with respect to such Participants in order to conform such terms with
the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or its Affiliates.


 


(f)  Designation
and Change of Beneficiary. To the extent permitted by the Committee, each Participant may file with the Committee a written designation
of one or more persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any,
due under the Plan upon his death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent
of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be
controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received
by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If
no beneficiary designation is filed by a Participant, or if the Committee does not permit beneficiary designations, then the beneficiary
shall be deemed to be the Participant’s spouse or, if the Participant is unmarried at the time of death, his estate.




 




    15


     


    

 


(g) Termination
of Employment/Service. Unless determined otherwise by the Committee at any time following such event: (i) neither a temporary
absence from employment or service due to illness, vacation or leave of absence nor a transfer from employment or service with the Company
to employment or service with an Affiliate (or vice-versa) shall be considered a termination of employment or service with the Company
or an Affiliate; and (ii) if a Participant’s employment with the Company and its Affiliates terminates, but such Participant
continues to provide services to the Company and its Affiliates in a non-employee capacity (or vice-versa), such change in status shall
not be considered a termination of employment with the Company or an Affiliate.


 


(h) No
Rights as a Stockholder. Except as otherwise specifically provided in the Plan or any Award Agreement, no person shall be entitled
to the privileges of ownership in respect of Common Stock or other securities that are subject to Awards hereunder until such shares have
been issued or delivered to that person.


 


(i)  Government
and Other Regulations.


 


(i)  The
obligation of the Company to settle Awards in Common Stock or other consideration 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 Common Stock or other securities pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities
Act with the Securities and Exchange Commission 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 under the Securities Act
any of the Common Stock or other securities to be offered or sold under the Plan. The Committee shall have the authority to provide that
all certificates for Common Stock or other securities of the Company or any Affiliate delivered under the Plan shall be subject to such
stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, the federal
securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or
inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other applicable federal, state,
local or non-U.S. laws, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends
to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in the Plan to the
contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its
sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity
to whose jurisdiction the Award is subject.


 


(ii) The Committee
may cancel an Award or any portion thereof if the Committee determines, in its sole discretion, that legal or contractual restrictions
and/or blockage and/or other market considerations would make the Company’s acquisition of Common Stock from the public markets,
the Company’s issuance of Common Stock or other securities to the Participant, the Participant’s acquisition of Common Stock
or other securities from the Company and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable
or inadvisable. If the Committee determines to cancel all or any portion of an Award denominated in Common Stock in accordance with the
foregoing, the Company shall pay to the Participant an amount equal to the excess of  (A) the aggregate Fair Market Value of the
Common Stock subject to such Award or portion thereof that is canceled (determined as of the applicable exercise date, or the date that
the shares would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of
an Option or SAR, respectively) or any amount payable as a condition of delivery of Common Stock (in the case of any other Award). Such
amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.




 




    16


     


    

 


(j)  Payments
to Persons Other Than Participants. 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 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.


 


(k) Nonexclusivity
of the Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company
for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it
may deem desirable, including, without limitation, the granting of stock options or other equity-based awards otherwise than under this
Plan, and such arrangements may be either applicable generally or only in specific cases.


 


(l)  No
Trust or Fund Created. The Plan is intended to constitute an “unfunded” plan for incentive compensation. Neither the
Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the
Company or any Affiliate, on the one hand, and a Participant or other person or entity, on the other hand. No provision of the Plan or
any Award 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 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 or service providers under general law.


 


(m) Reliance
on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as
the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent
public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by any agent of
or service provider to the Company or the Committee or the Board, other than himself.


 


(n) Relationship
to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement,
profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.


 


(o) Governing
Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts
made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.


 


(p) Severability.
If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to the Applicable Laws, or if it cannot be construed or deemed
amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall
be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shall
remain in full force and effect.


 




    17


     


    

 


(q) Obligations
Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization
resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor corporation or organization
succeeding to substantially all of the assets and business of the Company.


 


(r)  Section
409A of the Code.


 


(i)  Notwithstanding
any provision of this Plan to the contrary, all Awards made under this Plan are intended to be exempt from or, in the alternative, comply
with Section 409A of the Code and the authoritative guidance thereunder, including the exceptions for stock rights and short-term deferrals.
The Plan shall be construed and interpreted in accordance with such intent. Each payment under an Award shall be treated as a separate
payment for purposes of Section 409A of the Code.


 


(ii) If
a Participant is a “specified employee” (as such term is defined for purposes of Section 409A of the Code) at the time
of his termination of service, no amount that is nonqualified deferred compensation subject to Section 409A of the Code and that becomes
payable by reason of such termination of service shall be paid to the Participant (or in the event of the Participant’s death, the
Participant’s representative or estate) before the earlier of  (x) the first business day after the date that is six months
following the date of the Participant’s termination of service, and (y) within 30 days following the date of the Participant’s
death. For purposes of Section 409A of the Code, a termination of service shall be deemed to occur only if it is a “separation from
service” within the meaning of Section 409A of the Code, and references in the Plan and any Award Agreement to “termination
of service” or similar terms shall mean a “separation from service.” If any Award is or becomes subject to Section 409A
of the Code, unless the applicable Award Agreement provides otherwise, such Award shall be payable upon the Participant’s “separation
from service” within the meaning of Section 409A of the Code. If any Award is or becomes subject to Section 409A of the Code and
if payment of such Award would be accelerated or otherwise triggered under a Change in Control, then the definition of Change in Control
shall be deemed modified, only to the extent necessary to avoid the imposition of any additional tax under Section 409A of the Code, to
mean a “change in control event” as such term is defined for purposes of Section 409A of the Code.


 


(iii) Any
adjustments made pursuant to Section 12 to Awards that are subject to Section 409A of the Code shall be made in compliance with the
requirements of Section 409A of the Code, and any adjustments made pursuant to Section 12 to Awards that are not subject to Section
409A of the Code shall be made in such a manner as to ensure that after such adjustment, the Awards either (x) continue not to be subject
to Section 409A of the Code or (y) comply with the requirements of Section 409A of the Code.


 


(s)  Notification
of Election Under Section 83(b) of the Code. If any Participant, in connection with the acquisition of Common Stock under an Award,
makes the election permitted under Section 83(b) of the Code, if applicable, the Participant shall notify the Company of the election
within ten days of filing notice of the election with the Internal Revenue Service.


 


(t)  Expenses;
Gender; Titles and Headings; Interpretation. The expenses of administering the Plan shall be borne by the Company and its Affiliates.
Masculine pronouns and other words of masculine gender shall refer to both men and women. 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. Unless the context of the Plan otherwise requires, words using the singular or plural number also include the plural or
singular number, respectively; derivative forms of defined terms will have correlative meanings; the terms “hereof,” “herein”
and “hereunder” and derivative or similar words refer to this entire Plan; the term “Section” refers to the specified
Section of this Plan and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of
the Section or subsection in which the reference occurs; the words “include,” “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”; and the word “or” shall be disjunctive but
not exclusive


 




    18


     


    

 


(u) Other
Agreements. Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt of Common
Stock or other securities under an Award, that the Participant execute lock-up, stockholder or other agreements, as it may determine in
its sole and absolute discretion.


 


(v) Payments.
Participants shall be required to pay, to the extent required by Applicable Law, any amounts required to receive Common Stock or other
securities under any Award made under the Plan.


 


(w) Clawback;
Erroneously Awarded Compensation. All Awards (including on a retroactive basis) granted under the Plan are subject to the terms
of any Company forfeiture, incentive compensation recoupment, clawback or similar policy as it may be in effect from time to time, as
well as any similar provisions of Applicable Laws, as well as any other policy of the Company that may apply to the Awards, such as anti-hedging
or pledging policies, as they may be in effect from time to time. In particular, these policies and/or provisions shall include, without
limitation, (i) any Company policy established to comply with Applicable Laws (including, without limitation, Section 304 of
the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act), and/or (ii) the rules and
regulations of the applicable securities exchange or inter-dealer quotation system on which the shares of Common Stock or other securities
are listed or quoted, and these requirements shall be deemed incorporated by reference into all outstanding Award Agreements.


 


(x) No
Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Committee shall
determine whether cash, other Awards, or other property shall be issued or paid in lieu of fractional shares or whether fractional shares
or any rights thereto shall be forfeited, rounded, or otherwise eliminated.


 


(y) Paperless
Administration. If the Company establishes, for itself or using the services of a third party, an automated system for the documentation,
granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation,
granting or exercise of Awards by a Participant may be permitted through the use of such an automated system.


 


(z) Data
Privacy. As a condition for receiving 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 14(z) by and among the Company and
its Subsidiaries and Affiliates exclusively for implementing, administering and managing the Participant’s participation in the
Plan. The Company and its Subsidiaries and Affiliates may hold certain personal information about a Participant, including the Participant’s
name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality;
job title(s); any Common Stock held in the Company or its Subsidiaries and Affiliates; and Award details, to implement, manage and administer
the Plan and Awards (the “Data”). The Company and its Subsidiaries and Affiliates may transfer the Data amongst themselves
as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Subsidiaries
and Affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These
recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data
privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes the recipients to
receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s
participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant
may elect to deposit any Common Stock. The Data related to a Participant will be held only as long as necessary to implement, administer,
and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding
the Participant, request additional information about the storage and processing of the Data regarding the Participant, recommend any
necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 14(z) in writing,
without cost, by contacting the local human resources representative. The Company may cancel Participant’s ability 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 in this Section 14(z).


 


(aa) Broker-Assisted
Sales. In the event of a broker-assisted sale of Common Stock in connection with the payment of amounts owed by a Participant
under or with respect to the Plan or Awards: (a) any Common Stock to be sold through the broker-assisted sale will be sold on the day
the payment first becomes due, or as soon thereafter as practicable; (b) the Common Stock may be sold as part of a block trade with other
Participants in the Plan in which all participants receive an average price; (c) the applicable Participant will be responsible for all
broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless
from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds
of the sale that exceed the amount owed, the Company will pay the excess in cash to the applicable Participant as soon as reasonably practicable;
(e) the Company and its designees are under no obligation to arrange for the sale at any particular price; and (f) if the proceeds of
the sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately
upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.


 


 


19