Exhibit 10.8


 


MOONLAKE
IMMUNOTHERAPEUTICS


2022
EQUITY INCENTIVE PLAN


 


1.
Purpose


 


The
purpose of this MoonLake Immunotherapeutics 2022 Equity Incentive Plan (the “Plan”) is to promote and closely
align the interests of employees, officers, non-employee directors and other service providers of MoonLake Immunotherapeutics and its
shareholders by providing share-based compensation and other performance-based compensation. The objectives of the Plan are to attract
and retain the best available employees for positions of substantial responsibility and to motivate Participants to optimize the profitability
and growth of the Company through incentives that are consistent with the Company’s goals and that link the personal interests
of Participants to those of the Company’s shareholders. The Plan provides for the grant of Options, Stock Appreciation Rights,
Restricted Stock Units, Restricted Stock and Other Share-Based Awards and for Incentive Bonuses, which may be paid in cash, Common Shares
or a combination thereof, as determined by the Committee.


 


2.
Definitions


 


As
used in the Plan, the following terms shall have the meanings set forth below:


 


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


 


(b)
“Affiliate” means any entity in which the Company has a substantial direct or indirect equity interest, as
determined by the Committee from time to time.


 


(c)
“Award” means an Option, Stock Appreciation Right, Restricted Stock Unit, Restricted Stock, Other Share-Based
Award or Incentive Bonus granted to a Participant pursuant to the provisions of the Plan, any of which may be subject to performance
conditions.


 


(d)
“Award Agreement” means a written or electronic agreement or other instrument as may be approved from time
to time by the Committee and designated as such implementing the grant of each Award. An Award Agreement may be in the form of an agreement
to be executed by both the Participant and the Company (or an authorized representative of the Company) or certificates, notices or similar
instruments as approved by the Committee and designated as such.


 


(e)
“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Act.


 


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


 


(g)
“Cause” has the meaning set forth in the written employment, offer, services or severance agreement or letter
between the Participant and the Company or an Affiliate, or, if there is no such agreement or no such term is defined in such agreement,
means a Participant’s Termination of Employment by the Company or an Affiliate by reason of (i) the Participant’s material
breach of any agreement between the Participant and the Company or an Affiliate or any policy of the Company of an Affiliate; (ii) the
willful failure or refusal by the Participant to substantially perform his or her duties; (iii) the commission or conviction of the Participant
of, or the entering of a plea of nolo contendere by the Participant with respect to, (A) a felony or (B) a misdemeanor involving moral
turpitude; or (iv) the Participant’s gross misconduct that causes harm to the reputation of the Company. A Participant’s
employment or service will be deemed to have been terminated for Cause if it is determined subsequent to such Participant’s Termination
of Employment that grounds for a Termination of Employment for Cause existed at the time of such Termination of Employment, as determined
by the Committee.


 






     


    


    

 


(h)
“Change in Control” means, except as otherwise provided in an Award Agreement, the occurrence of any one of
the following:


 


(i)
any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities
beneficially owned by such Person or any securities acquired directly from the Company or its Affiliates) representing 50% or more of
the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner
in connection with a transaction described in Section 2(h)(iii) below;


 


(ii)
the following individuals cease for any reason to constitute a majority of the number of directors then serving: (A) individuals who,
on the Effective Date (as defined below), constitute the Board and (B) any new director (other than a director whose initial assumption
of office is in connection with an actual or threatened election contest, including a consent solicitation, relating to the election
of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders
was approved or recommended by a vote of at least a majority of the directors then still in office who were either directors on the Effective
Date or whose appointment, election or nomination for election was previously so approved or recommended;


 


(iii)
there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation,
other than a merger or consolidation which would result in the holders of the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities
of the surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of the Company or such surviving
entity or any parent thereof outstanding immediately after such merger or consolidation; or


 


(iv)
the implementation of a plan of complete liquidation or dissolution of the Company; or


 




 


(v)
there is consummated a sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale
or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting
power of the voting securities of which is owned by shareholders of the Company in substantially the same proportions as their ownership
of the Company immediately prior to such sale.


 


(i)
“Class A Shares” means the Class A ordinary shares of the Company, $0.001 par value per share.


 






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(j)
“Class C Shares” means the Class C ordinary shares of the Company, $0.001 par value per share.


 


(k)
“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the rulings and regulations
issued thereunder.


 


(l)
“Committee” means the Compensation Committee of the Board (or any successor committee) or such other committee
as designated by the Board to administer the Plan under Section 6.


 


(m)
“Common Share” means the Class A Shares, or such other class or kind of shares or other securities as may be
applicable under Section 16.


 


(n)
“Company” means MoonLake Immunotherapeutics, a Cayman Islands exempted company, and except as utilized in the
definition of Change in Control, any successor corporation.


 


(o)
“Disability” has the meaning set forth in a written employment, offer, services or severance agreement or letter
between the Participant and the Company or an Affiliate, or, if there is no such agreement or no such term is defined in such agreement,
means the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment. A determination of Disability shall be made by the Committee on the basis of such medical evidence as the Committee
deems warranted under the circumstances, and in this respect, Participants shall submit to an examination by a physician upon request
by the Committee.


 


(p)
“Dividend Equivalent” mean an amount payable in cash or Common Shares, as determined by the Committee, equal
to the dividends that would have been paid to the Participant if the Common Share with respect to which the Dividend Equivalent relates
had been owned by the Participant.


 


(q)
“Effective Date” means the date on which the Plan takes effect, as defined pursuant to Section 4.


 


(r)
“Eligible Person” any current or prospective employee, officer, non-employee director or other service provider
of the Company or any of its Subsidiaries; provided however that Incentive Stock Options may only be granted to employees of the Company
or any of its “subsidiary corporations” within the meaning of Section 424 of the Code.


 


(s)
“Fair Market Value” means as of any date, the value of a Common Share determined as follows: (i) if the Common
Share is listed on any established stock exchange, system or market, its Fair Market Value shall be the closing price for the Common
Share as quoted on such exchange, system or market as reported in the Wall Street Journal or such other source as the Committee deems
reliable (or, if no sale of Common Share is reported for such date, on the next preceding date on which any sale shall have been reported);
and (ii) in the absence of an established market for the Common Share, the Fair Market Value thereof shall be determined in good faith
by the Committee by the reasonable application of a reasonable valuation method, taking into account factors consistent with Treas. Reg.
§ 409A-1(b)(5)(iv)(B) as the Committee deems appropriate.


 






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(t)
“Incentive Bonus” means a bonus opportunity awarded under Section 12 pursuant to which a Participant
may become entitled to receive an amount based on satisfaction of such performance criteria established for a specified performance period
as specified in the Award Agreement.


 


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


 


(v)
“Non-Voting Stock” means the Class C Shares.


 


(w)
“Nonqualified Stock Option” means an Option that is not intended to qualify as an “incentive stock option”
within the meaning of Section 422 of the Code.


 


(x)
“Option” means a right to purchase a number of Common Shares at such exercise price, at such times and on such
other terms and conditions as are specified in or determined pursuant to an Award Agreement. Options granted pursuant to the Plan may
be Incentive Stock Options or Nonqualified Stock Options.


 


(y)
“Other Share-Based Award” means an Award granted to an Eligible Person under Section 11.


 


(z)
“Participant” means any Eligible Person to whom Awards have been granted from time to time by the Committee
and any authorized transferee of such individual.


 


(aa)
“Person” shall have the meaning given in Section 3(a)(9) of the Act, as modified and used in Sections 14(d)
and 15(d) thereof, except that such term shall not include (i) the Company or any of its Affiliates, (ii) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the shareholders
of the Company in substantially the same proportions as their ownership of shares of the Company.


 


(bb)
“Restricted Stock” means an Award or issuance of Common Share the grant, issuance, vesting and/or transferability
of which is subject during specified periods of time to such conditions (including continued employment or engagement or performance
conditions) and terms as the Committee deems appropriate.


 


(cc)
“Restricted Stock Unit” means an Award denominated in units of Common Shares under which the issuance of Common
Shares (or cash payment in lieu thereof) is subject to such conditions (including continued employment or engagement or performance conditions)
and terms as the Committee deems appropriate.


 






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(dd)
“Separation from Service” or “Separates from Service” means a Termination of Employment
that constitutes a “separation from service” within the meaning of Section 409A of the Code.


 


(ee)
“Stock Appreciation Right” or “SAR” means a right granted that entitles the Participant
to receive, in cash or Common Shares or a combination thereof, as determined by the Committee, value equal to the excess of (i) the Fair
Market Value of a specified number of Common Shares at the time of exercise over (ii) the exercise price of the right, as established
by the Committee on the date of grant.


 


(ff)
“Subsidiary” means any business association (including a corporation or a partnership, other than the Company)
in an unbroken chain of such associations beginning with the Company if each of the associations other than the last association in the
unbroken chain owns equity interests (including shares or partnership interests) possessing 50% or more of the total combined voting
power of all classes of equity interests in one of the other associations in such chain.


 


(gg)
“Substitute Awards” means Awards granted or Common Shares issued by the Company in assumption of, or in substitution
or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or
any Subsidiary or with which the Company or any Subsidiary combines.


 


(hh)
“Termination of Employment” means ceasing to serve as an employee of the Company and its Subsidiaries or, with
respect to a non-employee director or other service provider, ceasing to serve as such for the Company and its Subsidiaries, except that
with respect to all or any Awards held by a Participant (i) the Committee may determine that a leave of absence or employment on a less
than full-time basis is considered a “Termination of Employment,” (ii) the Committee may determine that a transition from
employment to service with a partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Company
or a Subsidiary is a party is not considered a “Termination of Employment,” (iii) service as a member of the Board (or another
capacity as a service provider) shall constitute continued employment with respect to Awards granted to a Participant while he or she
served as an employee, (iv) service as an employee of the Company or a Subsidiary shall constitute continued employment with respect
to Awards granted to a Participant while he or she served as a member of the Board or other service provider, and (v) the Committee may
determine that a transition from employment with the Company or a Subsidiary to service to the Company or a Subsidiary other than as
an employee shall constitute a “Termination of Employment”. The Committee shall determine whether any corporate transaction,
such as a sale or spin-off of a division or Subsidiary that employs or engages a Participant, shall be deemed to result in a Termination
of Employment with the Company and its Subsidiaries for purposes of any affected Participant’s Awards, and the Committee’s
decision shall be final and binding.


 


3.
Eligibility


 


Any
Eligible Person is eligible for selection by the Committee to receive an Award.


 






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4.
Effective Date and Termination of Plan


 


This
Plan became effective on April 5, 2022 (the “Effective Date”). The Plan shall remain available for the grant
of Awards until the 10th anniversary of the Effective Date. Notwithstanding the foregoing, the Plan may be terminated at such earlier
time as the Board may determine. Termination of the Plan will not affect the rights and obligations of the Participants and the Company
arising under Awards theretofore granted.


 


5.
Shares Subject to the Plan and to Awards


 


(a)
Aggregate Limits. The aggregate number of Common Shares issuable under the Plan shall be equal to 4,353,948. The aggregate number
of Common Shares available for grant under this Plan and the number of Common Shares subject to Awards outstanding at the time of any
event described in Section 16 shall be subject to adjustment as provided in Section 16. The Common Shares issued pursuant
to Awards granted under this Plan may be shares that are authorized and unissued or shares that were reacquired by the Company, including
shares purchased in the open market.


 


(b)
Issuance of Shares. For purposes of Section 5(a), the aggregate number of Common Shares issued under this Plan at any time
shall equal only the number of Common Shares actually issued upon exercise or settlement of an Award. Common Shares subject to Awards
that have been canceled, expired, forfeited or otherwise not issued under an Award and Common Shares subject to Awards settled in cash
shall not count as Common Shares issued under this Plan. The aggregate number of shares available for issuance under this Plan at any
time shall not be reduced by (i) shares subject to Awards that have been terminated, expired unexercised, forfeited or settled in cash,
(ii) shares subject to Awards that have been retained or withheld by the Company in payment or satisfaction of the exercise price, purchase
price or tax withholding obligation of an Award, or (iii) shares subject to Awards that otherwise do not result in the issuance of shares
in connection with payment or settlement thereof. In addition, shares that have been delivered (either actually or by attestation) to
the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of an Award shall be available
for issuance under this Plan.


 


(c)
Substitute Awards. Substitute Awards shall not reduce the Common Shares authorized for issuance under the Plan or authorized for
grant to a Participant in any calendar year. Additionally, in the event that a company acquired by the Company or any Subsidiary, or
with which the Company or any Subsidiary combines, has shares available under a pre-existing plan approved by shareholders 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 or formula used in such acquisition
or combination to determine the consideration payable to the holders of Common Share of the entities party to such acquisition or combination)
may be used for Awards under the Plan and shall not reduce the Common Shares authorized for issuance under the Plan; provided that, Awards
using such available shares (i) shall not be made after the date awards or grants could have been made under the terms of the pre-existing
plan, absent the acquisition or combination, (ii) shall only be made to individuals who were employees of such acquired or combined company
before such acquisition or combination, and (iii) shall comply with the requirements of any stock exchange or market or quotation system
on which the Common Share is traded, listed or quoted.


 






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(d)
Tax Code Limits. The aggregate number of Common Shares that may be issued pursuant to the exercise of Incentive Stock Options
granted under this Plan shall be equal to 4,353,948, which number shall be calculated and adjusted pursuant to Section 16 only
to the extent that such calculation or adjustment will not affect the status of any Option intended to qualify as an Incentive Stock
Option under Section 422 of the Code.


 


(e)
Limits on Non-Employee Director Compensation. The aggregate dollar value of equity-based (based on the grant date Fair Market
Value of equity-based Awards) and cash compensation granted under this Plan or otherwise during any calendar year to any non-employee
director shall not exceed $300,000; provided, however, that in the calendar year in which a non-employee director first joins the Board
or during any calendar year in which a non-employee director is designated as Chairperson of the Board or Lead Director, the maximum
aggregate dollar value of equity-based and cash compensation granted to the non-employee director may be up to $500,000.


 


6.
Administration of the Plan


 


(a)
Administrator of the Plan. The Plan shall be administered by the Committee. Any power of the Committee may also be exercised by
the Board, except to the extent that the grant or exercise of such authority would cause any Award or transaction to become subject to
(or lose an exemption under) the short-swing profit recovery provisions of Section 16 of the Act. To the extent that any permitted action
taken by the Board conflicts with action taken by the Committee, the Board action shall control. To the maximum extent permissible under
applicable law, the Committee (or any successor) may by resolution delegate any or all of its authority to one or more subcommittees
composed of one or more directors and/or officers of the Company, and any such subcommittee shall be treated as the Committee for all
purposes under this Plan. Notwithstanding the foregoing, if the Board or the Committee (or any successor) delegates to a subcommittee
comprised of one or more officers of the Company (who are not also directors) the authority to grant Awards, the resolution so authorizing
such subcommittee shall specify the total number of Common Shares such subcommittee may award pursuant to such delegated authority, and
no such subcommittee shall designate any officer serving thereon or any officer (within the meaning of Section 16 of the Act) or non-employee
director of the Company as a recipient of any Awards granted under such delegated authority. The Committee may further designate and
delegate to one or more additional officers or employees of the Company or any Subsidiary, and/or one or more agents, authority to assist
the Committee in any or all aspects of the day-to-day administration of the Plan and/or of Awards granted under the Plan.


 


(b)
Powers of Committee. Subject to the express provisions of this Plan, the Committee shall be authorized and empowered to do all
things that it determines to be necessary or appropriate in connection with the administration of this Plan, including:


 


(i)
to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein;


 






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(ii)
to determine which Persons are Eligible Persons, to which of such Eligible Persons, if any, Awards shall be granted hereunder and the
timing of any such Awards;


 


(iii)
to prescribe and amend the terms of the Award Agreements, to grant Awards and determine the terms and conditions thereof;


 


(iv)
to establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, retention,
vesting, exercisability or settlement of any Award;


 


(v)
to prescribe and amend the terms of or form of any document or notice required to be delivered to the Company by Participants under this
Plan;


 


(vi)
to determine the extent to which adjustments are required pursuant to Section 16;


 


(vii)
to interpret and construe this Plan, any rules and regulations under this Plan and the terms and conditions of any Award granted hereunder,
and to make exceptions to any such provisions if the Committee, in good faith, determines that it is appropriate to do so;


 


(viii)
to approve corrections in the documentation or administration of any Award;


 


(ix)
to make all other determinations deemed necessary or advisable for the administration of this Plan; and


 


(x)
to adopt such procedures and sub-plans as are necessary or appropriate (A) to permit or facilitate participation in this Plan by persons
eligible to receive Awards under this Plan who are not citizens of or subject to taxation by, or who are employed outside, the United
States or (B) to allow Awards to qualify for special tax treatment in a jurisdiction other than the United States. Committee approval
will not be necessary for immaterial modifications to this Plan or any Award Agreement that are required for compliance with the laws
of the relevant jurisdiction.


 


Notwithstanding
anything in this Plan to the contrary, the Committee shall exercise its discretion in a manner that causes Awards to be compliant with
or exempt from the requirements of Section 409A of the Code. Without limiting the foregoing, unless expressly agreed to in writing by
the Participant holding an Award that is “deferred compensation” under Section 409A of the Code, the Committee shall not
take any action with respect to any Award which constitutes (x) a modification of a stock right within the meaning of Treas. Reg. §
1.409A-1(b)(5)(v)(B) so as to constitute the grant of a new stock right, (y) an extension of a stock right, including the addition of
a feature for the deferral of compensation within the meaning of Treas. Reg. § 1.409A-1 (b)(5)(v)(C), or (z) an impermissible acceleration
of a payment date or a subsequent deferral of a stock right subject to Section 409A of the Code within the meaning of Treas. Reg. §
1.409A-1(b)(5)(v)(E).


 






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The
Committee may, in its sole and absolute discretion, without amendment to the Plan but subject to the limitations otherwise set forth
in Section 20, waive or amend the operation of Plan provisions respecting exercise after Termination of Employment. The Committee
or any member thereof may, in its sole and absolute discretion, except as otherwise provided in Section 20, waive, settle or adjust
any of the terms of any Award so as to avoid unanticipated consequences or address unanticipated events (including any temporary closure
of an applicable stock exchange, disruption of communications or natural catastrophe).


 


(c)
Determinations by the Committee. All decisions, determinations and interpretations by the Committee regarding the Plan, any rules
and regulations under the Plan and the terms and conditions of, or operation of, any Award granted hereunder, shall be final and binding
on all Participants, beneficiaries, heirs, assigns or other persons holding or claiming rights under the Plan or any Award. The Committee
shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations,
including the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants
as it may select. Members of the Board and members of the Committee acting under the Plan shall be fully protected in relying in good
faith upon the advice of counsel and shall incur no liability except for as a result of gross negligence or willful misconduct in the
performance of their duties.


 


(d)
Subsidiary Awards. In the case of a grant of an Award to any Participant employed by a Subsidiary, such grant may, if the Committee
so directs, be implemented by the Company issuing any subject Common Shares to the Subsidiary, for such lawful consideration as the Committee
may determine, upon the condition or understanding that the Subsidiary will transfer the Common Shares to the Participant in accordance
with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. Notwithstanding any other provision hereof,
such Award may be issued by and in the name of the Subsidiary and shall be deemed granted on such date as the Committee shall determine.


 


7.
Plan Awards


 


(a)
Terms Set Forth in Award Agreement. Awards may be granted to Eligible Persons as determined by the Committee at any time and from
time to time prior to the termination of the Plan. The terms and conditions of each Award shall be set forth in an Award Agreement in
a form approved by the Committee for such Award, which Award Agreement may contain such terms and conditions as specified from time to
time by the Committee, provided such terms and conditions do not conflict with the Plan. The Award Agreement for any Award (other than
Restricted Stock Awards) shall include the time or times at or within which and the consideration, if any, for which any Common Shares
or cash, as applicable, may be acquired from the Company. The terms of Awards may vary among Participants, and the Plan does not impose
upon the Committee any requirement to make Awards subject to uniform terms. Accordingly, the terms of individual Award Agreements may
vary.


 


(b)
Termination of Employment. Subject to the express provisions of the Plan, the Committee shall specify before, at, or after the
time of grant of an Award the provisions governing the effect(s) upon an Award of a Participant’s Termination of Employment.


 






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(c)
Rights of a Shareholder. A Participant shall have no rights as a shareholder with respect to Common Shares covered by an Award
(including voting rights) until the date the Participant becomes the holder of record of such Common Shares. No adjustment shall be made
for dividends or other rights for which the record date is prior to such date, except as provided in Sections 10(b), 11(b)
or 16 of this Plan or as otherwise provided by the Committee.


 


8.
Options


 


(a)
Grant, Term and Price. The grant, issuance, retention, vesting and/or settlement of any Option shall occur at such time and be
subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include
conditions based on continued employment or engagement, passage of time, attainment of age and/or service requirements, and/or satisfaction
of performance conditions. The term of an Option shall in no event be greater than 10 years; provided, however, the term of an Option
(other than an Incentive Stock Option) shall be automatically extended if, at the time of its scheduled expiration, the Participant holding
such Option is prohibited by law or the Company’s insider trading policy from exercising the Option, which extension shall expire
on the 30th day following the date such prohibition no longer applies. The Committee will establish the price at which Common Shares
may be purchased upon exercise of an Option, which in no event will be less than the Fair Market Value of such shares on the date of
grant; provided, however, that the exercise price per Common Share with respect to an Option that is granted as a Substitute Award may
be less than the Fair Market Value of the Common Shares on the date such Option is granted if such exercise price is based on a formula
set forth in the terms of the options held by such optionees or in the terms of the agreement providing for such merger or other acquisition
that satisfies the requirements of (i) Section 409A of the Code, if such options held by such optionees are not intended to qualify as
“incentive stock options” within the meaning of Section 422 of the Code, and (ii) Section 424(a) of the Code, if such options
held by such optionees are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code.
The exercise price of any Option may be paid in cash or such other method as determined by the Committee, including an irrevocable commitment
by a broker to pay over such amount from a sale of the Common Shares issuable under an Option, the delivery of previously owned Common
Shares or withholding of Common Shares deliverable upon exercise.


 


(b)
No Repricing without Shareholder Approval. Other than in connection with a change in the Company’s capitalization (as described
in Section 16), the Committee shall not, without shareholder approval, reduce the exercise price of a previously awarded Option,
and at any time when the exercise price of a previously awarded Option is above the Fair Market Value of a Common Share, the Committee
shall not, without shareholder approval, cancel and re-grant or exchange such Option for cash or a new Award with a lower (or no) exercise
price.


 


(c)
No Reload Grants. Options shall not be granted under the Plan in consideration for, and shall not be conditioned upon the delivery
of, Common Shares to the Company in payment of the exercise price and/or tax withholding obligation under any other employee stock option.


 






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(d)
Incentive Stock Options. Notwithstanding anything to the contrary in this Section 8, in the case of the grant of an Incentive
Stock Option, if the Participant owns shares possessing more than 10% of the combined voting power of all classes of shares of the Company,
the exercise price of such Option must be at least 110% of the Fair Market Value of the Common Shares on the date of grant and the Option
must expire within a period of not more than five years from the date of grant. Notwithstanding anything in this Section 8 to
the contrary, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options
(and will be deemed to be Nonqualified Stock Options) to the extent that either (i) the aggregate Fair Market Value of the Common Shares
(determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during
any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000, taking Options into account in the order in which
they were granted, or (ii) such Options otherwise remain exercisable but are not exercised within three months (or such other period
of time provided in Section 422 of the Code) of separation of service (as determined in accordance with Section 3401(c) of the Code and
the regulations promulgated thereunder).


 


(e)
No Shareholder Rights. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents
in respect of an Option or any Common Shares subject to an Option until the Participant has become the holder of record of such shares.


 


9.
Stock Appreciation Rights


 


(a)
General Terms. The grant, issuance, retention, vesting and/or settlement of any Stock Appreciation Right shall occur at such time
and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may
include conditions based on continued employment or engagement, passage of time, attainment of age and/or service requirements, and/or
satisfaction of performance conditions. Stock Appreciation Rights may be granted to Participants from time to time either in tandem with
or as a component of Options granted under the Plan (“tandem SARs”) or not in conjunction with other Awards
(“freestanding SARs”). Upon exercise of a tandem SAR as to some or all of the shares covered by the grant,
the related Option shall be canceled automatically to the extent of the number of shares covered by such exercise. Conversely, if the
related Option is exercised as to some or all of the shares covered by the grant, the related tandem SAR, if any, shall be canceled automatically
to the extent of the number of shares covered by the Option exercise. Any Stock Appreciation Right granted in tandem with an Option may
be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option, provided that
the Fair Market Value of Common Share on the date of the SAR’s grant is not greater than the exercise price of the related Option.
All freestanding SARs shall be granted subject to the same terms and conditions applicable to Options as set forth in Section 8
and all tandem SARs shall have the same exercise price as the Option to which they relate. Subject to the provisions of Section 8
and the immediately preceding sentence, the Committee may impose such other conditions or restrictions on any Stock Appreciation
Right as it shall deem appropriate. Stock Appreciation Rights may be settled in Common Share, cash, Restricted Stock or a combination
thereof, as determined by the Committee and set forth in the applicable Award Agreement.


 


(b)
No Repricing without Shareholder Approval. Other than in connection with a change in the Company’s capitalization (as described
in Section 16), the Committee shall not, without shareholder approval, reduce the exercise price of a previously awarded Stock
Appreciation Right, and at any time when the exercise price of a previously awarded Stock Appreciation Right is above the Fair Market
Value of a Common Share, the Committee shall not, without shareholder approval, cancel and re-grant or exchange such Stock Appreciation
Right for cash or a new Award with a lower (or no) exercise price.


 






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(c)
No Shareholder Rights. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents
in respect of an Award of Stock Appreciation Rights or any Common Shares subject to an Award of Stock Appreciation Rights until the Participant
has become the holder of record of such shares.


 


10.
Restricted Stock and Restricted Stock Units


 


(a)
Vesting and Performance Criteria. The grant, issuance, vesting and/or settlement of any Award of Restricted Stock or Restricted
Stock Units shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established
by the Committee, which may include conditions based on continued employment or engagement, passage of time, attainment of age and/or
service requirements, and/or satisfaction of performance conditions. In addition, the Committee shall have the right to grant Restricted
Stock or Restricted Stock Unit Awards as the form of payment for grants or rights earned or due under other shareholder-approved compensation
plans or arrangements of the Company.


 


(b)
Dividends and Distributions. Participants in whose name Restricted Stock is granted shall be entitled to receive all dividends
and other distributions paid with respect to those Common Shares, unless determined otherwise by the Committee. The Committee will determine
whether any such dividends or distributions will be automatically reinvested in additional shares of Restricted Stock and/or subject
to the same restrictions on transferability as the Restricted Stock with respect to which they were distributed or whether such dividends
or distributions will be paid in cash. Shares underlying Restricted Stock Units shall be entitled to dividends or distributions only
to the extent provided by the Committee. Notwithstanding anything herein to the contrary, in no event will dividends or Dividend Equivalents
be paid during the performance period with respect to unearned Awards of Restricted Stock or Restricted Stock Units that are subject
to performance-based vesting criteria. Dividends or Dividend Equivalents accrued on such shares shall become payable no earlier than
the date the performance-based vesting criteria have been achieved and the underlying shares or Restricted Stock Units have been earned.


 


11.
Other Share-Based Awards


 


(a)
General Terms. The Committee is authorized, subject to limitations under applicable law, to grant to Eligible Persons such other
Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common
Shares, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall determine the terms and conditions
of such Other Share-Based Awards. Common Shares delivered pursuant to an Other Share-Based Award in the nature of a purchase right granted
under this Section 11 shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including
cash, Common Shares, other Awards, or other property, as the Committee shall determine.


 






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(b)
Dividends and Distributions. Shares underlying Other Share-Based Awards shall be entitled to dividends or distributions only to
the extent provided by the Committee. Notwithstanding anything herein to the contrary, in no event will Dividend Equivalents be paid
during the performance period with respect to unearned Other Share-Based Awards that are subject to performance-based vesting criteria.
Dividend Equivalents accrued on such shares shall become payable no earlier than the date the performance-based vesting criteria have
been achieved and the shares underlying the Other Share-Based Award have been earned.


 


12.
Incentive Bonuses


 


(a)
Performance Criteria. The Committee shall establish the performance criteria and level of achievement versus such criteria that
shall determine the amount payable under an Incentive Bonus, which may include a target, threshold and/or maximum amount payable and
any formula for determining such achievement, and which criteria may be based on performance conditions.


 


(b)
Timing and Form of Payment. The Committee shall determine the timing of payment of any Incentive Bonus. Payment of the amount
due under an Incentive Bonus may be made in cash or in Common Share, as determined by the Committee.


 


(c)
Discretionary Adjustments. Notwithstanding satisfaction of any performance goals and, the amount paid under an Incentive Bonus
on account of either financial performance or personal performance evaluations may be adjusted by the Committee on the basis of such
further considerations as the Committee shall determine.


 


13.
Performance Awards


 


The
Committee may establish performance criteria and level of achievement versus such criteria that shall determine the number of Common
Shares, Restricted Stock Units, or cash to be granted, retained, vested, issued or issuable under or in settlement of or the amount payable
pursuant to an Award (any such Award, a “Performance Award”). A Performance Award may be identified as “Performance
Share,” “Performance Equity,” “Performance Unit” or other such term as chosen by the Committee.


 


14.
Deferral of Payment


 


The
Committee may, in an Award Agreement or otherwise, provide for the deferred delivery of Common Shares or cash upon settlement, vesting
or other events with respect to Restricted Stock Units, Other Share-Based Awards or in payment or satisfaction of an Incentive Bonus.
Notwithstanding anything herein to the contrary, in no event will any election to defer the delivery of Common Shares or any other payment
with respect to any Award be allowed if the Committee determines, in its sole discretion, that the deferral would result in the imposition
of the additional tax under Section 409A(a)(1)(B) of the Code. No Award shall provide for deferral of compensation that does not comply
with Section 409A of the Code. The Company, any Subsidiary or Affiliate which is in existence or hereafter comes into existence, the
Board and the Committee shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from,
or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Board or the Committee.


 






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15.
Conditions and Restrictions Upon Securities Subject to Awards


 


The
Committee may provide that the Common Shares issued upon exercise of an Option or Stock Appreciation Right or otherwise subject to or
issued under an Award shall be subject to such further agreements, restrictions, conditions or limitations as the Committee in its discretion
may specify prior to the exercise of such Option or Stock Appreciation Right or the grant, vesting or settlement of such Award, including
conditions on vesting or transferability, forfeiture or repurchase provisions and method of payment for the Common Shares issued upon
exercise, vesting or settlement of such Award (including the actual or constructive surrender of Common Shares already owned by the Participant)
or payment of taxes arising in connection with an Award. Without limiting the foregoing, such restrictions may address the timing and
manner of any resales by the Participant or other subsequent transfers by the Participant of any Common Shares issued under an Award,
including (a) restrictions under an insider trading policy or pursuant to applicable law, (b) restrictions designed to delay and/or coordinate
the timing and manner of sales by the Participant and holders of other Company equity compensation arrangements, (c) restrictions as
to the use of a specified brokerage firm for such resales or other transfers and (d) provisions requiring Common Shares be sold on the
open market or to the Company in order to satisfy tax withholding or other obligations.


 


16.
Adjustment of and Changes in the Shares


 


(a)
The number and kind of Common Shares available for issuance under this Plan (including under any Awards then outstanding), and the number
and kind of Common Shares subject to the limits set forth in Section 5, shall be equitably adjusted by the Committee to reflect
any reorganization, reclassification, combination of shares, share split, reverse share split, spin-off, dividend or distribution of
securities, property or cash (other than regular, quarterly cash dividends), or any other event or transaction that affects the number
or kind of Common Shares outstanding. Such adjustment may be designed to comply with Section 424 of the Code or may be designed to treat
the Common Shares available under the Plan and subject to Awards as if they were all outstanding on the record date for such event or
transaction or to increase the number of such Common Shares to reflect a deemed reinvestment in Common Shares of the amount distributed
to the Company’s securityholders. The terms of any outstanding Award shall also be equitably adjusted by the Committee as to price,
number or kind of Common Shares subject to such Award, vesting, and other terms to reflect the foregoing events, which adjustments need
not be uniform as between different Awards or different types of Awards. No fractional Common Shares shall be issued or issuable pursuant
to such an adjustment.


 


(b)
In the event there shall be any other change in the number or kind of outstanding Common Shares, or any shares or other securities into
which such Common Shares shall have been changed, or for which it shall have been exchanged, by reason of a Change in Control, other
merger, consolidation or otherwise, then the Committee shall determine the appropriate and equitable adjustment to be effected, which
adjustments need not be uniform between different Awards or different types of Awards. In addition, in the event of such change described
in this paragraph, the Committee may accelerate the time or times at which any Award may be exercised, consistent with and as otherwise
permitted under Section 409A of the Code, and may provide for cancellation of such accelerated Awards that are not exercised within a
time prescribed by the Committee in its sole discretion.


 






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(c)
Unless otherwise expressly provided in the Award Agreement or another contract, including an employment, offer, services or severance
agreement or letter, or under the terms of a transaction constituting a Change in Control, the Committee shall provide that any or all
of the following shall occur upon a Participant’s Termination of Employment without Cause within 12 months following a Change in
Control: (i) in the case of an Option or Stock Appreciation Right, the Participant shall have the ability to exercise any portion of
the Option or Stock Appreciation Right not previously exercisable, (ii) in the case of any Award the vesting of which is in whole or
in part subject to performance criteria or an Incentive Bonus, all conditions to the grant, issuance, retention, vesting or transferability
of, or any other restrictions applicable to, such Award shall immediately lapse and the Participant shall have the right to receive a
payment based on target level achievement or actual performance through a date determined by the Committee, and (iii) in the case of
outstanding Restricted Stock, Restricted Stock Units or Other Share-Based Awards (other than those referenced in subsection (ii)), all
conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such Award shall
immediately lapse. Notwithstanding anything herein to the contrary, in the event of a Change in Control in which the acquiring or surviving
company in the transaction does not assume or continue outstanding Awards or issue substitute awards upon the Change in Control, immediately
prior to the Change in Control, all Awards that are not assumed, continued or substituted for shall be treated as follows effective immediately
prior to the Change in Control: (A) in the case of an Option or Stock Appreciation Right, the Participant shall have the ability to exercise
such Option or Stock Appreciation Right, including any portion of the Option or Stock Appreciation Right not previously exercisable,
(B) in the case of any Award the vesting of which is in whole or in part subject to performance criteria or an Incentive Bonus, all conditions
to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such Award shall immediately
lapse and the Participant shall have the right to receive a payment based on target level achievement or actual performance through a
date determined by the Committee, as determined by the Committee, and (C) in the case of outstanding Restricted Stock, Restricted Stock
Units or Other Share-Based Awards (other than those referenced in subsection (B)), all conditions to the grant, issuance, retention,
vesting or transferability of, or any other restrictions applicable to, such Award shall immediately lapse. In no event shall any action
be taken pursuant to this Section 16(c) that would change the payment or settlement date of an Award in a manner that would result
in the imposition of any additional taxes or penalties pursuant to Section 409A of the Code.


 


(d)
Notwithstanding anything in this Section 16 to the contrary, in the event of a Change in Control, the Committee may provide for
the cancellation and cash settlement of all outstanding Awards upon such Change in Control.


 


(e)
Notwithstanding anything in this Section 16 to the contrary, an adjustment to an Option or Stock Appreciation Right under this
Section 16 shall be made in a manner that will not result in the grant of a new Option or Stock Appreciation Right under Section
409A of the Code.


 






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17.
Transferability


 


Each
Award may not be sold, transferred for value, pledged, assigned, or otherwise alienated or hypothecated by a Participant other than by
will or the laws of descent and distribution, and each Option or Stock Appreciation Right shall be exercisable only by the Participant
during his or her lifetime. Notwithstanding the foregoing, (a) outstanding Options may be exercised following the Participant’s
death by the Participant’s beneficiaries or as permitted by the Committee and (b) a Participant may transfer or assign an Award
as a gift to an entity wholly owned by such Participant (an “Assignee Entity”), provided that such Assignee
Entity shall be entitled to exercise assigned Options and Stock Appreciation Rights only during the lifetime of the assigning Participant
(or following the assigning Participant’s death, by the Participant’s beneficiaries or as otherwise permitted by the Committee)
and provided further that such Assignee Entity shall not further sell, pledge, transfer, assign or otherwise alienate or hypothecate
such Award.


 


18.
Compliance with Laws and Regulations


 


(a)
This Plan, the grant, issuance, vesting, exercise and settlement of Awards hereunder, and the obligation of the Company to sell, issue
or deliver Common Shares under such Awards, shall be subject to all applicable foreign, federal, state and local laws, rules and regulations,
stock exchange rules and regulations, and to such approvals by any governmental or regulatory agency as may be required. The Company
shall not be required to register in a Participant’s name or deliver Common Shares prior to the completion of any registration
or qualification of such shares under any foreign, federal, state or local law or any ruling or regulation of any government body which
the Committee shall determine to be necessary or advisable. To the extent the Company is unable to or the Committee deems it infeasible
to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary
to the lawful issuance and sale of any Common Shares hereunder, the Company and its Subsidiaries shall be relieved of any liability with
respect to the failure to issue or sell such Common Shares as to which such requisite authority shall not have been obtained. No Option
shall be exercisable and no Common Share shall be issued and/or transferable under any other Award unless a registration statement with
respect to the Common Share underlying such Option is effective and current or the Company has determined, in its sole and absolute discretion,
that such registration is unnecessary.


 


(b)
In the event an Award is granted to or held by a Participant who is employed or providing services outside the United States, the Committee
may, in its sole discretion, modify the provisions of the Plan or of such Award as they pertain to such individual to comply with applicable
foreign law or to recognize differences in local law, currency or tax policy. The Committee may also impose conditions on the grant,
issuance, exercise, vesting, settlement or retention of Awards in order to comply with such foreign law and/or to minimize the Company’s
obligations with respect to tax equalization for Participants employed outside their home country.


 


19.
Withholding


 


To
the extent required by applicable federal, state, local or foreign law, the Committee may, and/or a Participant shall, make arrangements
satisfactory to the Company for the satisfaction of any withholding tax obligations that arise with respect to any Award or the issuance
or sale of any Common Shares. The Company shall not be required to recognize any Participant rights under an Award, to issue Common Shares
or to recognize the disposition of such Common Shares until such obligations are satisfied. To the extent permitted or required by the
Committee, these obligations may or shall be satisfied by the Company withholding cash from any compensation otherwise payable to or
for the benefit of a Participant, the Company withholding a portion of the Common Shares that otherwise would be issued to a Participant
under such Award or any other Award held by the Participant, or by the Participant tendering to the Company cash or, if allowed by the
Committee, Common Shares.


 






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20.
Amendment of the Plan or Awards


 


The
Board may amend, alter or discontinue this Plan, and the Committee may amend or alter any Award Agreement or other document evidencing
an Award made under this Plan; however, except as provided pursuant to the provisions of Section 16, no such amendment shall,
without the approval of the shareholders of the Company:


 


(a)
increase the maximum number of Common Shares for which Awards may be granted under this Plan;


 


(b)
reduce the price at which Options may be granted below the price provided for in Section 8(a);


 


(c)
reprice outstanding Options or SARs as described in Sections 8(b) and 9(b);


 


(d)
extend the term of this Plan;


 


(e)
change the class of Persons eligible to be Participants;


 


(f)
increase the individual maximum limits in Section 5(e); or


 


(g)
otherwise amend the Plan in any manner requiring shareholder approval by law or the rules of any stock exchange or market or quotation
system on which the Common Share is traded, listed or quoted.


 


No
amendment or alteration to the Plan or an Award or Award Agreement shall be made which would materially impair the rights of the holder
of an Award without such holder’s consent; provided that no such consent shall be required if the Committee determines in its sole
discretion and prior to the date of any Change in Control that such amendment or alteration either (i) is required or advisable in order
for the Company, the Plan or the Award to satisfy any law or regulation or to meet the requirements of, or avoid adverse financial accounting
consequences under, any accounting standard, or (ii) is not reasonably likely to significantly diminish the benefits provided under such
Award, or that any such diminishment has been adequately compensated.


 


21.
No Liability of Company


 


The
Company, any Subsidiary or Affiliate which is in existence or hereafter comes into existence, the Board and the Committee shall not be
liable to a Participant or any other person as to: (a) the non-issuance or sale of Common Shares as to which the Company has been unable
to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful
issuance and sale of any Common Shares hereunder; and (b) any tax consequence expected, but not realized, by any Participant or other
person due to the receipt, vesting, exercise or settlement of any Award granted hereunder.


 






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22.
Non-Exclusivity of Plan


 


Neither
the adoption of this Plan by the Board nor the submission of this Plan to the shareholders of the Company for approval shall be construed
as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as either may deem
desirable, including the granting of Restricted Stock or Options otherwise than under this Plan, and such arrangements may be either
generally applicable or applicable only in specific cases.


 


23.
Governing Law


 


This
Plan and any agreements or other documents hereunder shall be interpreted and construed in accordance with the laws of the Cayman Islands
(without regard to its choice of law provisions). Any reference in this Plan or in the agreement or other document evidencing any Awards
to a provision of law or to a rule or regulation shall be deemed to include any successor law, rule or regulation of similar effect or
applicability.


 


24.
No Right to Employment, Reelection or Continued Service


 


Nothing
in this Plan or an Award Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries and/or its Affiliates
to terminate any Participant’s employment, service on the Board or service at any time or for any reason not prohibited by law,
nor shall this Plan or an Award itself confer upon any Participant any right to continue his or her employment or service for any specified
period of time. Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company, any
Subsidiary and/or its Affiliates. Subject to Sections 4 and 20, this Plan and the benefits hereunder may be terminated
at any time in the sole and exclusive discretion of the Board without giving rise to any liability on the part of the Company, its Subsidiaries
and/or its Affiliates.


 


25.
Specified Employee Delay


 


To
the extent any payment under this Plan is considered deferred compensation subject to the restrictions contained in Section 409A of the
Code, such payment may not be made to a specified employee (as determined in accordance with a uniform policy adopted by the Company
with respect to all arrangements subject to Section 409A of the Code) upon Separation from Service before the date that is six months
after the specified employee’s Separation form Service (or, if earlier, the specified employee’s death). Any payment that
would otherwise be made during this period of delay shall be accumulated and paid on the sixth month plus one day following the specified
employee’s Separation from Service (or, if earlier, as soon as administratively practicable after the specified employee’s
death).


 






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26.
No Liability of Committee Members


 


No
member of the Committee shall be personally liable 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 nor 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 any cost or expense (including
counsel fees) or liability (including any sum 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 bad faith; 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
of Incorporation and Bylaws (as each 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.


 


27.
Severability


 


If
any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as
to any Person 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 stricken as to such jurisdiction,
Person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.


 


28.
Unfunded Plan


 


The
Plan is intended to be an unfunded plan. Participants are and shall at all times be general creditors of the Company with respect to
their Awards. If the Committee or the Company chooses to set aside funds in a trust or otherwise for the payment of Awards under the
Plan, such funds shall at all times be subject to the claims of the creditors of the Company in the event of its bankruptcy or insolvency.


 


29.
Clawback/Recoupment


 


Awards
granted under this Plan will be subject to recoupment in accordance with any clawback policy that the Company adopts or is required to
adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are
listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition,
the Committee may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Committee determines necessary
or appropriate, including a reacquisition right in respect of previously acquired Common Shares or other cash or property upon the occurrence
of misconduct. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good
reason” or be deemed a “constructive termination” (or any similar term) as such terms are used in any agreement between
any Participant and the Company.


 


30.
Interpretation


 


Headings
are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference and shall not be deemed in any
way material or relevant to the construction or interpretation of the Plan or any provision thereof. Words in the masculine gender shall
include the feminine gender, and where appropriate, the plural shall include the singular and the singular shall include the plural.
The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such
statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters,
whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar
import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall
within the broadest possible scope of such general statement, term or matter. References herein to any agreement, instrument or other
document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted
by the provisions thereof and not prohibited by the Plan.


 


 


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