Exhibit 10.5


 





SEAPORT GLOBAL ACQUISITION CORP.

2021 OMNIBUS INCENTIVE PLAN


 


Adopted
by the Board of Directors: October 22, 2021

Approved by the Shareholders: October 22, 2021


 


1.                 
Purpose. The purpose of the Seaport Global Acquisition Corp. 2021 Omnibus Incentive Plan (as amended from time to time,
the “Plan”) is to (i) attract and retain individuals to serve as employees, consultants or Directors (collectively,
the “Service Providers”) of Seaport Global Acquisition Corp., a Delaware corporation (together with its Subsidiaries,
whether existing or thereafter acquired or formed, and any and all successor entities, the “Company”) and its Affiliates
by providing them the opportunity to acquire an equity interest in the Company or other incentive compensation and (ii) align the
interests of the Service Providers with those of the Company’s stockholders.


 


2.                 
Effective Date; Duration. The Plan shall be effective as of the date of its adoption by the Board, subject to the approval
of the plan by the shareholders of the Company in accordance with the requirements of the laws of the State of Delaware. The expiration
date of the Plan, on and after which date no Awards may be granted under the Plan, shall be the tenth anniversary of the Effective Date;
provided, however, that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan
shall continue to apply to such Awards.


 


3.                 
Definitions. The following definitions shall apply throughout the Plan:


 


(a)              
“$” shall refer to the United States dollars.


 


(b)              
 “10% Stockholder” means a Person who, as of a relevant date, owns or is deemed to own (by reason of the attribution
rules applicable under Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company.


 


(c)              
“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,” 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.


 


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


 


(e)              
“Award Agreement” means any agreement, contract or other instrument or document evidencing any Award granted
under the Plan (including, in each case, in electronic form), which may, but need not, be executed or acknowledged by a Participant (as
determined by the Committee).


 






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(f)               
 “Award Transfer Program” means any program approved by the Committee which would permit Participants the opportunity
to transfer any outstanding Awards to a financial institution or other person or entity selected by the Committee.


 


(g)              
“Beneficial Ownership” has the meaning set forth-in Rule 13d-3 promulgated under Section 13 of the
Exchange Act.


 


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


 


(i)                
“Cause” means, unless the applicable Award Agreement states otherwise, (A) the Participant’s conviction
of, or entry of a plea of no contest to a felony (or the equivalent of a felony in a jurisdiction other than the United States), (B) the
Participant’s gross negligence or willful misconduct, or a willful failure to perform his or her duties (other than due to physical
illness or incapacity), (C) the Participant’s material breach of a material provision of any employment agreement, consulting
agreement, directorship agreement or similar services agreement or offer letter or any written agreement between the Participant and the
Company or any of its Affiliates, or any non-competition, non-disclosure or non-solicitation agreement with the Company or any of its
Affiliates, (D) the Participant’s material violation of any material written policies adopted by the Company or any of its
Affiliates governing the conduct of persons performing services on behalf of the Company or any of its Affiliates, (E) the Participant’s
fraud or misappropriation, embezzlement or material misuse of funds or property belonging to the Company or any of its Affiliates, or
(F) willful or reckless misconduct in respect of the Participant’s obligations to the Company or its Affiliates or other acts
of misconduct by the Participant occurring during the course of the Participant’s employment or service that in either case results
in or could reasonably be expected to result in material damage to the property, business or reputation of the Company or its Affiliates.
Whether Cause exists shall be determined by the Committee in good faith in its sole discretion upon, or within 60 days following,
termination of the Participant’s employment or service based on information available to the Committee through such 60-day
period. Notwithstanding the foregoing, Cause shall not exist unless the Participant has first received a written notice from the Company
which sets forth the circumstances giving rise to Cause and the Participant shall have a period of 30 days to cure (if capable
of cure).


 


(j)                
“Change in Control” means, unless the applicable Award Agreement or the Committee provides otherwise, the first
to occur of any of the following events:


 


(i)                
the acquisition by any Person or related “group” (as such term is used in Section 13(d) and Section 14(d)
of the Exchange Act) of Persons, or Persons acting jointly or in concert, of Beneficial Ownership (including control or direction) of 50%
or more of the combined voting power of the then-outstanding voting securities of the Company entitled to vote in the election of Directors
(the “Outstanding Company Voting Securities”), but excluding any acquisition by the Company or any of its Affiliates
or by any employee benefit plan sponsored or maintained by the Company or any of its Affiliates;


 






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(ii)              a
change in the composition of the Board such that members of the Board during any consecutive 24-month period (the
 “Incumbent Directors”) cease to constitute a majority of the Board. Any person becoming a Director through
election or nomination for election approved by a valid vote of the Incumbent Directors shall be deemed an Incumbent Director; provided, however,
that no individual becoming a Director as a result of an actual or threatened election contest, as such terms are used in
Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, or as a result of any other actual or threatened
solicitation of proxies or consents by or on behalf of any person other than the Board, shall be deemed an Incumbent Director;


 


(iii)             
the approval by the stockholders of the Company of a plan of complete dissolution or liquidation of the Company; and


 


(iv)            
the consummation of a reorganization, recapitalization, merger, amalgamation, consolidation, statutory share exchange or similar
form of corporate transaction involving the Company (a “Business Combination”), or sale, transfer or other disposition
of all or substantially all of the business or assets of the Company to an entity that is not an Affiliate of the Company (a “Sale”),
unless immediately following such Business Combination or Sale: (A) more than 50% of the total voting power of the entity resulting
from such Business Combination or the entity that acquired all or substantially all of the business or assets of the Company in such Sale
(in either case, the “Surviving Company”), or the ultimate parent entity that has Beneficial Ownership of sufficient
voting power to elect a majority of the board of directors (or analogous governing body) of the Surviving Company (the “Parent
Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business
Combination or Sale (or, if applicable, is represented by Shares into which the Outstanding Company Voting Securities were converted pursuant
to such Business Combination or Sale), and such voting power among the holders thereof is in substantially the same proportion as the
voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination or Sale
and (B) no Person (other than any employee benefit plan sponsored or maintained by the Surviving Company or the Parent Company) is
or becomes the beneficial owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities
eligible to elect members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent
Company, the Surviving Company).


 


(k)              
“Code” means the U.S. Internal Revenue Code of 1986, as amended, and any successor thereto. References
to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments
or successors thereto.


 


(l)                
“Committee” means the Compensation Committee of the Board or subcommittee thereof or, if no such committee or
subcommittee thereof exists, or if the Board otherwise takes action hereunder on behalf of the Committee, the Board.


 


(m)              
“Common Stock” means the Class A Common Stock of the Company, par value of $0.0001 per share.


 






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(n)              
 “Company” has the meaning set forth in Section 1 of the Plan and, to the extent determined appropriate
by the Board, in its sole discretion, any Affiliate or successor thereto.


 


(o)              
“Deferred Award” means an Award granted pursuant to Section 13 of the Plan.


 


(p)              
“Director” means any member of the Company’s Board.


 


(q)              
“Disability” means, unless otherwise provided in an Award Agreement, cause for termination of a Participant’s
employment or service due to a determination that a Participant is disabled in accordance with a long-term disability insurance program
maintained by the Company or a determination by the U.S. Social Security Administration that the Participant is totally disabled.


 


(r)               
“Effective Date” has the meaning set forth in Section 2.


 


(s)               
“Eligible Director” means a Director who satisfies the conditions set forth in Section 4(a) of the
Plan.


 


(t)                
“Eligible Person” means any (i) individual classified as employed by the Company or an Affiliate, (ii) Director
or officer of the Company or an Affiliate, (iii) consultant or advisor to the Company or an Affiliate, or (iv) prospective employee,
Director, officer, consultant or advisor who has accepted an offer of employment or service and would satisfy the provisions of clause (i),
(ii) or (iii) above once such individual begins employment with or providing services to the Company or an Affiliate.


 


(u)              
“Employment Agreement” means any employment, severance, consulting or similar agreement (including any offer
letter) between the Company or any Subsidiary and a Participant.


 


(v)              
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and any successor thereto.
References to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative
guidance under such section or rule, and any amendments or successors thereto.


 


(w)             
“Fair Market Value” means, (i) with respect to a Share of Common Stock on a given date, (x) if the
Common Stock is listed on a national securities exchange, the closing sales price of a Share reported on such exchange on such date, or
if there is no such sale on that date, then on the last preceding date on which such a sale was reported, or (y) if the Common Stock
is not listed on any national securities exchange, the amount determined by the Committee in good faith to be the fair market value of
the Common Stock, or (ii) with respect to any other property on any given date, the amount determined by the Committee in good faith
to be the fair market value of such other property as of such date.


 


(x)               
“Grant Date” shall mean the later of (i) the date designated as the “Grant Date” within an
Award Agreement and (ii) the date on which the Committee determines the key terms of an Award, provided that as soon
as reasonably practicable thereafter the Company both notifies the Eligible Person of the Award and issues an Award Agreement to the Eligible
Person.


 






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(y)               
 “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.


 


(z)               
“Intrinsic Value” with respect to an Option or SAR means (i) the excess, if any, of the price or implied
price per Share in a Change in Control or other event over (ii) the exercise or hurdle price of such Award multiplied by (iii) the
number of Shares covered by such Award.


 


(aa)             
“Immediate Family Members” has the meaning set forth in Section 15(b)(ii) of the Plan.


 


(bb)            
“Indemnifiable Person” has the meaning set forth in Section 4(e) of the Plan.


 


(cc)             
“NASDAQ” means the Nasdaq Global Select Market.


 


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


 


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


 


(ff)              
“Option Period” has the meaning set forth in Section 7(c) of the Plan.


 


(gg)            
“Other Cash-Based Award” means an Award granted under Section 10 of the Plan that is denominated
and/or payable in cash, including cash awarded as a bonus or upon the attainment of specific performance criteria or as otherwise permitted
by the Plan or as contemplated by the Committee.


 


(hh)             
“Other Stock-Based Award” means an Award granted under Section 10 of the Plan.


 


(ii)               
“Participant” has the meaning set forth in Section 6(a) of the Plan.


 


(jj)               
“Performance Conditions” means specific levels of performance of the Company (and/or one or more Affiliates,
divisions or operational and/or business units, product lines, brands, business segments, administrative departments, units, or any combination
of the foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis. The Performance Conditions may include a threshold
level of performance below which no payment shall be made (or no vesting shall occur), levels of performance at which specified payments
shall be made (or specified vesting shall occur), and a maximum level of performance above which no additional payment shall be made (or
at which full vesting shall occur). The Committee shall have the authority to make equitable adjustments to the Performance Conditions
as may be determined by the Committee, in its sole discretion.


 


(kk)             
“Permitted Transferee” has the meaning set forth in Section 15(b)(ii)(E) of the Plan.


 






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(ll)                “Person”
has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (i) the Company, (ii) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of Common Stock of the Company.


 


(mm)           
“Released Unit” has the meaning set forth in Section 9(e)(ii) of the Plan.


 


(nn)             
“Restricted Period” has the meaning set forth in Section 9(a) of the Plan.


 


(oo)            
“Restricted Stock” means an Award of Common Stock, subject to certain specified restrictions, granted under
Section 9 of the Plan.


 


(pp)            
“Restricted Stock Unit” means an Award of an unfunded and unsecured promise to deliver Shares, cash, other securities
or other property, subject to certain specified restrictions, granted under Section 9 of the Plan.


 


(qq)            
“SAR Period” has the meaning set forth in Section 8(c) of the Plan.


 


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


 


(ss)             
“Share” means a share of Common Stock.


 


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


 


(uu)            
“Subsidiary” means (i) any entity that, directly or indirectly, is controlled by the Company, (ii) any
entity in which the Company, directly or indirectly, has a significant equity interest, in each case as determined by the Committee and
(iii) any other company which the Committee determines should be treated as a “Subsidiary.”


 


(vv)            
“Substitute Awards” has the meaning set forth in Section 5(g) of the Plan.


 






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4.                 
Administration.


 


(a)               The
Committee shall administer the Plan, and shall have the sole and plenary authority to (i) designate Participants,
(ii) determine the type, size, and terms and conditions of Awards (including Substitute Awards) to be granted and to grant such
Awards, (iii) determine the method by which an Award may be settled, exercised, canceled, forfeited, suspended, or repurchased
by the Company, (iv) implement an Award Transfer Program, (v) determine the circumstances under which the delivery of
cash, property or other amounts payable with respect to an Award may be deferred, either automatically or at the Participant’s
or Committee’s election, (vi) interpret, administer, reconcile any inconsistency in, correct any defect in and supply any
omission in the Plan and any Award granted under the Plan, (vii) 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, (viii) accelerate or
modify the vesting, delivery or exercisability of, or payment for or lapse of restrictions on, or waive any condition in respect of,
Awards, and (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the
administration of the Plan or to comply with any applicable law. To the extent determined by the Board and/or required to comply
with the provisions of Rule 16b-3 promulgated under the Exchange Act (if applicable and if the Board is not acting as the
Committee under the Plan), or any exception or exemption under applicable securities laws or the applicable rules of the NASDAQ or
any other securities exchange or inter-dealer quotation service on which the Common Stock is listed or quoted, as applicable, it is
intended that each member of the Committee shall, at the time such member takes any action with respect to an Award under the Plan,
be (1) a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act and/or
(2) an “independent director” under the rules of the NASDAQ or any other securities exchange or inter-dealer
quotation service on which the Common Stock is listed or quoted, or a person meeting any similar requirement under any successor
rule or regulation (“Eligible Director”). However, the fact that a Committee member shall fail to qualify as
an Eligible Director shall not invalidate any Award granted or action taken by the Committee that is otherwise validly granted or
taken under the Plan.


 


(b)              
The Committee may delegate all or any portion of its responsibilities and powers to any person(s) selected by it, except for grants
of Awards to persons who are members of the Board or are otherwise subject to Section 16 of the Exchange Act. To the extent permitted
by applicable law, including under Section 157(c) of the Delaware General Corporation Law, the Committee may delegate to one or more
officers of the Company the authority to grant Options, SARs, RSUs or other Awards in the form of rights to Shares, except that such delegation
shall not be applicable to any Award for a Person then covered by Section 16 of the Exchange Act, and the Committee may delegate
to one or more committees or the Board (which may consist of solely one Director) the authority to grant all types of awards, in accordance
with applicable law. Any such delegation may be revoked by the Committee at any time.


 


(c)              
As further set forth in Section 15(f) of the Plan, the Committee shall have the authority to amend the Plan and Awards
to the extent necessary to permit participation in the Plan by Eligible Persons who are located outside of the United States or are subject
to laws outside the United States on terms and conditions comparable to those afforded to Eligible Persons located within the United States;
provided, however, that no such action shall be taken without stockholder approval if such approval is required by applicable
securities laws or regulation or listing guidelines or rules of NASDAQ or any other securities exchange or inter-dealer quotation service
on which the Common Stock is listed or quoted.


 


(d)              
Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions regarding
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 and entities, including, without limitation, the Company,
any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.


 






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(e)              
 No member of the Board or the Committee, nor 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 with respect to the Plan or
any Award hereunder (unless constituting fraud or a willful criminal act or willful criminal omission). 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 involved as a party, witness or otherwise by reason of any action taken or omitted to be taken
or determination made 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 (not to be unreasonably withheld), 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, and the Company shall advance to such Indemnifiable
Person any such expenses promptly upon written request (which request shall include an undertaking by the Indemnifiable Person to repay
the amount of such advance if it shall ultimately be determined as provided below that the Indemnifiable Person is not entitled to be
indemnified); 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 recognized standing 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 or determinations of such Indemnifiable Person giving rise to the
indemnification claim resulted from such Indemnifiable Person’s fraud or willful criminal act or willful criminal omission or that
such right of indemnification is otherwise prohibited by law or by the Company’s certificate of incorporation or by-laws. The foregoing
right of indemnification shall not be exclusive of or otherwise supersede any other rights of indemnification to which such Indemnifiable
Persons may be entitled under the Company’s certificate of incorporation or by-laws, as a matter of law, individual indemnification
agreement or contract or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them
harmless.


 


(f)               
The Board may 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.


 


(g)               Claims
Limitation Period. Any Participant who believes he or she is being denied any benefit or right under this Plan or under
any Award or Award Agreement may file a written claim with the Committee. Any claim must be delivered to the Committee within six
(6) months of the specific event giving rise to the claim. Untimely claims generally will not be processed and shall be deemed
denied. The Committee, or its designee, generally will notify the Participant of its decision in writing as soon as administratively
practicable. Claims shall be deemed denied if the Committee does not respond in writing within one-hundred eighty (180) days of
the date the written claim is delivered to the Committee. The Committee’s decision (or deemed decision) is final and
conclusive and binding on all Persons. No lawsuit or arbitration relating to this Plan may be filed or commenced before a written
claim is filed with the Committee and is denied or deemed denied, and any lawsuit must be filed within one (1) year of such denial
or deemed denial or be forever barred.


 






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5.                 
Grant of Awards; Available for Awards; Limitations.


 


(a)              
Awards. The Committee may grant Awards to one or more Eligible Persons. All Awards granted under the Plan shall vest and,
if applicable, become exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee
and as set forth in an Award Agreement.


 


(b)               Available
Shares. Subject to Section 11 of the Plan and subsection (e) below, the maximum number of Shares available for
issuance under the Plan shall not exceed 3,404,138.67 (the “Share Pool”) on a fully diluted basis.


 


(c)              
Incentive Stock Options Limit. The maximum number of Shares that may be delivered pursuant to the exercise of Incentive
Stock Options granted under the Plan shall not exceed 3,404,138.67.


 


(d)              
Share Counting. The Share Pool shall be reduced by the number of Shares delivered for each Award granted under the Plan
that is valued by reference to a Share of Common Stock; provided, that Awards that are valued by reference to Shares but are required
to or may be paid in cash pursuant to their terms shall not reduce the Share Pool. If and to the extent that Awards terminate, expire,
or are cash-settled, canceled, forfeited, exchanged, or surrendered without having been exercised, vested, or settled, the Shares subject
to such Awards shall again be available for Awards under the Share Pool. In addition, any (i) Shares tendered by Participants, or
withheld by the Company, as full or partial payment to the Company upon the exercise of Stock Options granted under the Plan; (ii) Shares
reserved for issuance upon the grant of Stock Appreciation Rights, to the extent that the number of reserved Shares exceeds the number
of Shares actually issued upon the exercise of the Stock Appreciation Rights; and (iii) Shares withheld by, or otherwise remitted
to, the Company to satisfy a Participant’s tax withholding obligations upon the exercise of Options or SARs granted under the Plan,
or upon the lapse of restrictions on, or settlement of, an Award, shall again be available for Awards under the Share Pool.


 


(e)              
Source of Shares. Shares 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.


 


(f)                Substitute
Awards. The Committee may grant Awards in assumption of, or in substitution for, outstanding awards previously granted by the
Company or any Affiliate or an entity directly or indirectly acquired by the Company or with which the Company combines
(“Substitute Awards”), and such Substitute Awards shall not be counted against the aggregate number of Shares
available for Awards (i.e., Substitute Awards will not be counted against the Share Pool); provided, that Substitute Awards
issued or intended as “incentive stock options” within the meaning of Section 422 of the Code shall be counted
against the aggregate number of Incentive Stock Options available under the Plan.


 

















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(g)              
Inducement Grants. Shares subject to Awards that qualify as inducement grants under NASDAQ Listing Rule 5635 or its successor
shall not be counted against the Share Reserve.


 


6.                 
Eligibility.


 


(a)              
Participation shall be for Eligible Persons who have been selected by the Committee or its delegate to receive grants under the
Plan (each such Eligible Person, a “Participant”).


 


(b)              
Holders of options and other types of awards granted by a company acquired by the Company or with which the Company combines are
eligible for grants of Substitute Awards under the Plan to the extent permitted under applicable regulations of any stock exchange on
which the Company is listed.


 


7.                 
Options.


 


(a)              
Generally. Each Option shall be subject to the conditions set forth in the Plan and in the applicable Award Agreement. All
Options granted under the Plan shall be Nonqualified Stock Options unless the Award Agreement expressly states otherwise. Incentive Stock
Options shall be granted only subject to and in compliance with Section 422 of the Code, and only to Eligible Persons who are classified
as employees of the Company and its Affiliates and who are eligible to receive an Incentive Stock Option under 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 properly granted under
the Plan.


 


(b)              
Exercise Price. The exercise price per Share of Common Stock for each Option (that is not a Substitute Award), which is
the purchase price per Share underlying the Option, shall be determined by the Committee, and unless otherwise determined by the Committee,
or for Substitute Awards, shall not be less than 100% of the Fair Market Value of such Share, determined as of the date of grant,
or if the Person to whom an Incentive Stock Option is granted is a 10% Stockholder on the date of grant, the exercise price shall be not
less than 110% of the Fair Market Value on the date the Incentive Stock Option is granted.


 


(c)               Vesting,
Exercise and Expiration. The Committee shall determine the manner and timing of vesting, exercise and expiration of Options. The
period between the date of grant and the scheduled expiration date of the Option (“Option Period”) shall not
exceed ten years, unless the Option Period (other than in the case of an Incentive Stock Option) would expire at a time when trading
in the Shares is prohibited by the Company’s insider-trading policy or a Company-imposed “blackout period,” in
which case, unless otherwise provided by the Committee, the Option Period may be extended automatically until the 30th day
following the expiration of such prohibition (so long as such extension shall not violate Section 409A of the Code) or the
Committee may provide for the automatic exercise of such Option prior to the expiration of the Option Period. The Committee may
accelerate the vesting and/or exercisability of any Option, which acceleration shall not affect any other terms and conditions of
such Option.


 






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(d)              
Method of Exercise and Form of Payment. No Shares shall be delivered pursuant to any exercise of an Option until the Participant
has paid the exercise price to the Company in full, and an amount equal to any applicable U.S. federal, state and local income and
employment taxes and non-U.S. income and employment taxes, social contributions and any other tax-related items required to be withheld.
Options may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third-party
administrator) in accordance with the terms of the Option and the Award Agreement accompanied by payment of the exercise price and such
applicable taxes. The exercise price and delivery of all applicable required withholding taxes shall be payable (i) in cash or by
check, cash equivalent and/or, if permitted by the Award Agreement and/or Committee, Shares valued at the Fair Market Value at the time
the Option is exercised or any combination of the foregoing; provided, that such Shares are not subject to any pledge or other
security interest; or (ii) by such other method as elected by the Participant and that the Committee may permit, in its sole discretion,
including without limitation: (A) in the form of other property having a Fair Market Value on the date of exercise equal to the exercise
price and all applicable required withholding taxes; (B) if permitted by the Award Agreement and/or Committee and applicable law,
if there is a public market for the Shares at such time, by means of a broker-assisted “cashless exercise” pursuant to which
the Company or its designee (including third-party administrators) is delivered a copy of irrevocable instructions to a stockbroker to
sell the Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the exercise
price and all applicable required withholding taxes against delivery of the Shares to settle the applicable trade; or (C) if permitted
by the Award Agreement and/or Committee by means of a “net exercise” procedure effected by withholding the minimum number
of Shares otherwise deliverable in respect of an Option that are needed to pay for the exercise price and all applicable required withholding
taxes. Notwithstanding the foregoing, unless otherwise determined by the Committee or as set forth in an Award Agreement, if on the last
day of the Option Period, the Fair Market Value of the Common Stock exceeds the exercise price, the Participant has not exercised the
Option, and the Option has not previously expired, such Option shall be deemed exercised by the Participant on such last day by means
of a “net exercise” procedure described above. In all events of cashless or net exercise, any fractional Shares shall be settled
in cash.


 


(e)              
Compliance with Laws. Notwithstanding the foregoing, in no event shall the Participant be permitted to exercise an Option
in a manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, or any other applicable law or 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 service on which the Common Stock of the Company is listed or quoted.


 


(f)                Non-Exempt
Employees. An Option granted to an Employee who is non-exempt for purposes of the Fair Labor Standards Act of 1938, as amended,
will not be first exercisable for any Shares until at least six (6) months after the Grant Date of the Option (although the Award
may vest prior to such date). Notwithstanding the foregoing, consistent with the provisions of the Worker Economic Opportunity Act,
the vested portion of any Options may be exercised earlier than six (6) months after the Grant Date: (A) if the non-exempt Employee
dies or suffers a Disability; (B) in connection with a corporate transaction in which the Option is not assumed, continued, or
substituted; (C) on a Change in Control; or (D) on the Participant’s retirement (as may be defined in the Participant’s
Award Agreement or other agreement with the Company, or, if no such definition, in accordance with the Company’s then current
employment policies and guidelines). The foregoing provision is intended to operate so that any income derived by a non-exempt
Employee in connection with the exercise or vesting of an Option will be exempt from his or her regular rate of pay.


 






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8.                 
Stock Appreciation Rights (SARs).


 


(a)              
Generally. Each SAR shall be subject to the conditions set forth in the Plan and the Award Agreement.


 


(b)              
Exercise Price. The exercise or hurdle price per Share of Common Stock for each SAR shall be determined by the Committee
and, unless otherwise determined by the Committee or for Substitute Awards, shall not be less than 100% of the Fair Market Value
of such Share, determined as of the date of grant.


 


(c)              
Vesting and Expiration. SARs shall vest and become exercisable and shall expire in such manner and on such date or dates
determined by the Committee 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 or exercisability dates set by the Committee, the
Committee may accelerate the vesting and/or exercisability of any SAR, which acceleration shall not affect the terms and conditions of
such SAR other than with respect to vesting and/or exercisability. If the SAR Period would expire at a time when trading in the Shares
is prohibited by the Company’s insider trading policy or a Company-imposed “blackout period,” unless otherwise provided
by the Committee, the SAR Period may be extended automatically until the 30th day following the expiration of such prohibition (so
long as such extension shall not violate Section 409A of the Code).


 


(d)              
Method of Exercise. No Shares shall be delivered pursuant to any exercise of a SAR until the Participant has paid to the
Company in full, and an amount equal to any applicable U.S. federal, state and local income and employment taxes and non-U.S. income
and employment taxes, social contributions and any other tax-related items required to be withheld. SARs may be exercised by delivery
of written or electronic notice of exercise to the Company or its designee (including a third-party administrator) 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. The delivery of all
applicable required withholding taxes shall be payable (i) in cash or by check, cash equivalent and/or, if permitted by the Award
Agreement and/or Committee, Shares valued at the Fair Market Value at the time the SAR is exercised or any combination of the foregoing;
provided, that such Shares are not subject to any pledge or other security interest; or (ii) by such other method as elected
by the Participant and that the Committee may permit, in its sole discretion. Notwithstanding the foregoing, unless otherwise determined
by the Committee or as set forth in an Award Agreement, if on the last day of the SAR Period, the Fair Market Value exceeds the exercise
price, the Participant has not exercised the SAR, and the SAR has previously expired, such SAR shall be deemed to have been exercised
by the Participant on such last day and the Company shall make the appropriate payment therefor.


 






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(e)              
 Payment. Upon the exercise of a SAR, the Company shall pay to the holder thereof 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 exercise price, less an amount equal to any applicable U.S. federal, state and local income and employment
taxes and non-U.S. income and employment taxes, social contributions and any other tax-related items required to be withheld. The
Company shall pay such amount in cash, in Shares valued at Fair Market Value as determined on the date of exercise, or any combination
thereof, as determined by the Committee. Any fractional Shares shall be settled in cash.


 


(f)               
The rules of Section 7(e) and 7(f) shall apply to SARs as if the Award were an Option.


 


9.                 
Restricted Stock and Restricted Stock Units.


 


(a)              
Generally. Each Restricted Stock and Restricted Stock Unit Award shall be subject to the conditions set forth in the Plan
and the applicable Award Agreement. The Committee shall establish restrictions applicable to Restricted Stock and Restricted Stock Units,
including the period over which the restrictions shall apply (the “Restricted Period”), and the time or times at which
Restricted Stock or Restricted Stock Units shall become vested (which, for the avoidance of doubt, may include service- and/or performance-based
vesting conditions). The Committee may accelerate the vesting and/or the lapse of any or all of the restrictions on Restricted Stock and
Restricted Stock Units which acceleration shall not affect any other terms and conditions of such Awards. No Share of Common Stock shall
be issued at the time an Award of Restricted Stock Units is made, and the Company will not be required to set aside a fund for the payment
of any such Award.


 


(b)              
Director Retainer Fees. To the extent permitted by the Board and subject to such rules, approvals, and conditions as the
Committee may impose from time to time, an Eligible Person who is a non-employee or unaffiliated Director may elect to receive all or
a portion of such Eligible Person’s cash director fees and other cash director compensation payable for director services provided
to the Company by such Eligible Person in any fiscal year, in whole or in part, in the form of Restricted Stock Units or Shares, which
shall not count against the Share Pool.


 


(c)               Stock
Certificates; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, the Committee shall cause Share(s) of Common
Stock to be registered in the name of the Participant, which may be evidenced in any manner the Committee may deem appropriate,
including in book-entry form subject to the Company’s directions or the issuance of a stock certificate registered in the name
of the Participant. In such event, the Committee may provide that such certificates shall be held by the Company or in escrow rather
than delivered to the Participant pending vesting and release of restrictions, in which case the Committee may require the
Participant to execute and deliver to the Company or its designee (including third-party administrators) (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. Subject to the restrictions set forth in the applicable Award Agreement, a Participant generally shall have
the rights and privileges of a stockholder with respect to Awards of Restricted Stock, including the right to vote such Shares of
Restricted Stock and the right to receive dividends. Unless otherwise provided by the Committee or in an Award Agreement, an RSU
shall not convey to the Participant the rights and privileges of a stockholder with respect to the Share subject to the RSU, such as
the right to vote or the right to receive dividends, unless and until a Share is issued to the Participant to settle the RSU.


 






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(d)              
Restrictions; Forfeiture. Restricted Stock and Restricted Stock Units awarded to the Participant shall be subject to forfeiture
until the expiration of the Restricted Period and the attainment of any other vesting criteria established by the Committee, and shall
be subject to the restrictions on transferability set forth in the Award Agreement. Unless otherwise provided by the Committee, in the
event of any forfeiture, all rights of the Participant to such Restricted Stock (or as a stockholder with respect thereto), and to such
Restricted Stock Units, as applicable, shall terminate without further action or obligation on the part of the Company. The Committee
shall have the authority to remove any or all of the restrictions on the Restricted Stock and Restricted Stock Units whenever it may determine
that, by reason of changes in applicable laws or other changes in circumstances arising after the date of grant of the Restricted Stock
Award or Restricted Stock Unit Award, such action is appropriate.


 


(e)              
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 and the attainment of any other vesting
criteria, the restrictions set forth in the applicable Award Agreement shall be of no further force or effect, except as set forth in
the Award Agreement. If an escrow arrangement is used, upon such expiration the Company shall deliver to the Participant or such Participant’s
beneficiary or Permitted Transferee (via book-entry notation or, if applicable, in stock certificate form) the Shares of Restricted Stock
with respect to which the Restricted Period has expired (rounded down to the nearest full Share).


 


(ii)             
Unless otherwise provided by the Committee in an Award Agreement, upon the expiration of the Restricted Period and the attainment
of any other vesting criteria established by the Committee, with respect to any outstanding Restricted Stock Units, the Company shall
deliver to the Participant, or such Participant’s beneficiary (via book-entry notation or, if applicable, in stock certificate form),
one Share of Common Stock (or other securities or other property, as applicable) for each such outstanding Restricted Stock Unit that
has not then been forfeited and with respect to which the Restricted Period has expired and any other such vesting criteria are attained
(“Released Unit”); provided, however, that the Committee may elect to (A) pay cash or part cash
and part Common Stock in lieu of delivering only Shares in respect of such Released 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 extension would
not cause adverse tax consequences under Section 409A of the Code. If a cash payment is made in lieu of delivering Shares, the amount
of such payment shall be equal to the Fair Market Value of the Common Stock as of the date on which the Shares would have otherwise been
delivered to the Participant in respect of such Restricted Stock Units.


 






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(f)               
 Legends on Restricted Stock. Each certificate representing Shares of Restricted Stock awarded under the Plan, if any, shall
bear as appropriate a legend substantially in the form of the following in addition to any other information the Company deems appropriate
until the lapse of all restrictions with respect to such Common Stock:


 


TRANSFER OF THIS CERTIFICATE AND THE
SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE SEAPORT GLOBAL ACQUISITION CORP. 2021 OMNIBUS INCENTIVE PLAN AND
A RESTRICTED STOCK AWARD AGREEMENT, DATED AS OF ______, BETWEEN SEAPORT GLOBAL ACQUISITION CORP. AND __________. A COPY OF SUCH PLAN AND
AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF SEAPORT GLOBAL ACQUISITION CORP.


 


10.             
Other Stock-Based Awards and Other Cash-Based Awards. The Committee may issue unrestricted Common Stock, rights to receive
future grants of Awards, or other Awards denominated in Common Stock (including performance shares or performance units), or Awards that
provide for cash payments based in whole or in part on the value or future value of Shares (“Other Stock-Based Awards”)
and Other Cash-Based Awards under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts as the Committee
shall from time to time determine. Each Other Stock-Based Award shall be evidenced by an Award Agreement, which may include conditions
including, without limitation, the payment by the Participant of the Fair Market Value of such Shares on the date of grant. Each Other
Cash-Based Award granted under the Plan shall be evidenced in such form as the Committee may determine from time to time.


 


11.             
Changes in Capital Structure and Similar Events. In the event of (a) any dividend (other than regular cash dividends)
or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, amalgamation, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of
Shares or other securities of the Company, issuance of warrants or other rights to acquire Shares or other securities of the Company,
or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the Shares, or (b) unusual
or nonrecurring 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 service, accounting principles or law, such that in any case an adjustment is determined
by the Committee to be necessary or appropriate, then the Committee shall (other than with respect to Other Cash-Based Awards), to the
extent permitted under Section 409A of the Code, make any such adjustments in such manner as it may deem equitable, including without
limitation any or all of the following:


 


(i)                 adjusting
any or all of (A) the number of Shares 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 (B) the terms of any
outstanding Award, including, without limitation, (1) the number of Shares 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, (2) the
exercise price with respect to any Award and/or (3) any applicable performance measures (including, without limitation,
Performance Conditions and performance periods);


 



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(ii)             
providing for a substitution or assumption of Awards (or awards of an acquiring company), accelerating the delivery, vesting and/or
exercisability of, lapse of restrictions and/or other conditions on, or termination of, Awards or providing for a period of time (which
shall not be required to be more than ten (10) days) for Participants to exercise outstanding Awards prior to the occurrence of such
event (and any such Award not so exercised shall terminate or become no longer exercisable upon the occurrence of such event); and


 


(iii)           
cancelling any one or more outstanding Awards (or awards of an acquiring company) and causing to be paid to the holders thereof,
in cash, Shares, 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 Shares subject to such Option or
SAR over the aggregate exercise price of such Option or SAR, respectively (it being understood that, in such event, any Option or SAR
having a per-Share exercise price equal to, or in excess of, the Fair Market Value (as of the date specified by the Committee) of a Share
of Common Stock subject thereto may be canceled and terminated without any payment or consideration therefor);


 


provided, however, that the Committee
shall make an equitable or proportionate adjustment to outstanding Awards to reflect any “equity restructuring” (within the
meaning of the Financial Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)). Except as otherwise
determined by the Committee, any adjustment in Incentive Stock Options under this Section 11 (other than any cancellation
of Incentive Stock Options) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3)
of the Code, and any adjustments under this Section 11 shall be made in a manner that does not adversely affect the exemption
provided pursuant to Rule 16b-3 promulgated under the Exchange Act. Any such adjustment shall be conclusive and binding for all purposes.
In anticipation of the occurrence of any event listed in the first sentence of this Section 11, for reasons of administrative
convenience, the Committee in its sole discretion may refuse to permit the exercise of any Award or as it otherwise may determine during
a period of up to 30 days prior to, and/or up to 30 days after, the anticipated occurrence of any such event.


 


12.             
Effect of Termination of Service or a Change in Control on Awards.


 


(a)               Termination.
To the extent permitted under Section 409A of the Code, the Committee may provide, by rule or regulation or in any applicable
Award Agreement, or may determine in any individual case, the circumstances in which, and to the extent to which, an Award may be
exercised, settled, vested, paid or forfeited in the event of the Participant’s termination of service prior to the end of a
performance period or vesting, exercise or settlement of such Award.


 






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(b)              
Change in Control. In the event of a Change in Control, notwithstanding any provision of the Plan to the contrary, the Committee
may provide for: (i) continuation or assumption of such outstanding Awards under the Plan by the Company (if it is the surviving
corporation) or by the surviving corporation or its parent; (ii) substitution by the surviving corporation or its parent of awards
with substantially the same terms and value for such outstanding Awards (in the case of an Option or SAR, the Intrinsic Value at grant
of such Substitute Award shall equal the Intrinsic Value of the Award); (iii) acceleration of the vesting (including the lapse of
any restrictions, with any performance criteria or other performance conditions deemed met at target) or right to exercise such outstanding
Awards immediately prior to or as of the date of the Change in Control, and the expiration of such outstanding Awards to the extent not
timely exercised by the date of the Change in Control or other date thereafter designated by the Committee; or (iv) in the case of
an Option or SAR, cancelation in consideration of a payment in cash or other consideration to the Participant who holds such Award in
an amount equal to the Intrinsic Value of such Award (which may be equal to but not less than zero), which, if in excess of zero, shall
be payable upon the effective date of such Change in Control. For the avoidance of doubt, in the event of a Change in Control, the Committee
may, in its sole discretion, terminate any Option or SARs for which the exercise or hurdle price is equal to or exceeds the per Share
value of the consideration to be paid in the Change in Control transaction without payment of consideration therefor.


 


13.             
Deferred Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Participants
Deferred Awards, which may be a right to receive Shares or cash under the Plan (either independently or as an element of or supplement
to any other Award under the Plan), including, as may be required by any applicable law or regulations or determined by the Committee,
in lieu of any annual bonus, commission or retainer that may be payable to a Participant under any applicable, bonus, commission or retainer
plan or arrangement. The Committee shall determine the terms and conditions of such Deferred Awards, including, without limitation, the
method of converting the amount of annual bonus into a Deferred Award, if applicable, and the form, vesting, settlement, forfeiture and
cancellation provisions or any other criteria, if any, applicable to such Deferred Awards. Shares underlying a Share-denominated Deferred
Award, which is subject to a vesting schedule or other conditions or criteria, including forfeiture or cancellation provisions, set by
the Committee shall not be issued until or following the date that those conditions and criteria have been satisfied. Deferred Awards
shall be subject to such restrictions as the Committee may impose (including any limitation on the right to vote a Share underlying a
Deferred Award or the right to receive any dividend, dividend equivalent or other right), which restrictions may lapse separately or in
combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. The Committee may determine
the form or forms (including cash, Shares, other Awards, other property or any combination thereof) in which payment of the amount owing
upon settlement of any Deferred Award may be made.


 






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14.             
 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 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 applicable rules or requirements of any securities exchange or inter-dealer quotation
service on which the Shares may be listed or quoted, for changes in GAAP to new accounting standards); 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, unless the Committee determines that such amendment, alteration, suspension, discontinuance
or termination is either required or advisable in order for the Company, the Plan or the Award to satisfy any applicable law or regulation
or to avoid adverse tax consequences under Section 409A.


 


(b)              
Amendment of Award Agreements. The Committee may, to the extent not inconsistent with the terms of any applicable Award
Agreement or the Plan, 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 (including after the Participant’s
termination of employment or service with the Company); 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 that such
waiver, amendment, alteration, suspension, discontinuance, cancellation or termination is either required or advisable in order for the
Company, the Plan or the Award to satisfy any applicable law or regulation or to avoid adverse tax consequences under Section 409A; provided,
further, that the Committee may, without stockholder approval, (i) reduce the exercise price of any Option or SAR, (ii) cancel
any outstanding Option or SAR and replace it with a new Option or SAR (with a lower exercise price) or other Award or cash, (iii) 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 service on which the Common Stock is listed or quoted, and/or (iv) cancel any outstanding Option
or SAR that has a per-Share exercise price (as applicable) at or above the Fair Market Value of a Share of Common Stock on the date of
cancellation, and pay any consideration to the holder thereof, whether in cash, securities, or other property, or any combination thereof.


 


(c)              
Company Cancellation Right. Subject to applicable law, if the Fair Market Value for Shares subject to any Option is more than 33%
below the Option’s exercise price for more than ninety (90) consecutive business days, the Committee unilaterally may declare the
Option terminated, effective on the date the Committee provides written notice to the Option holder. The Committee may take such action
with respect to any or all Options granted under the Plan and with respect to any individual Option holder or class(es) of Option holders.


 






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15.             
General.


 





(a)              
 Award Agreements; Other Agreements. Each Award (other than an Other Cash-Based Award) under the Plan shall be evidenced
by an Award Agreement, which shall be delivered to the Participant and shall specify the terms and conditions of the Award and any rules
applicable thereto. In the event of any conflict between the terms of the Plan and any Award Agreement or employment, change-in-control,
severance or other agreement in effect with the Participant, the terms of the Plan shall control.


 


(b)              
Nontransferability.


 


(i)                
Each Award shall be exercisable only by the Participant during the Participant’s lifetime, or, if permissible under applicable
law or the Plan, by the Participant’s legal guardian or representative or beneficiary or Permitted Transferee. No Award may be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent
and distribution or as set forth below in clause (ii), 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 permit Awards (other than Incentive Stock Options) to be transferred by the Participant,
without consideration, subject to such rules as the Committee may adopt, 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 or any successor form of registration
statements promulgated by the Securities and Exchange Commission (collectively, the “Immediate Family Members”); (B) a
trust solely for the benefit of the Participant or the Participant’s Immediate Family Members; (C) a partnership or limited
liability company whose only partners or stockholders are the Participant and the Participant’s Immediate Family Members; (D) a
bank or third party pursuant to an Award Transfer Program; or (E) any other transferee as may be approved either (1) by the
Board or the Committee, or (2) as provided in the applicable Award Agreement; (each transferee described in clause (A), (B),
(C) or (D) above is hereinafter referred to as a “Permitted Transferee”); provided, that the Participant
gives the Committee or its delegate advance written notice describing the terms and conditions of the proposed transfer and the Committee
or its delegate 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 paragraph shall apply to the Permitted Transferee, and
any reference in the Plan, or in any applicable Award Agreement, to the Participant shall be deemed to refer to the Permitted
Transferee, except that, as otherwise provided by the Committee, (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 Shares
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; (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 transferred Award, 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; and (E) any
non-competition, non-solicitation, non-disparagement, non-disclosure, or other restrictive covenants contained in any Award
Agreement or other agreement between the Participant and the Company or any Affiliate shall continue to apply to the
Participant.


 






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(c)              
Dividends and Dividend Equivalents. The Committee may specify in the applicable Award Agreement that any or all dividends,
dividend equivalents or other distributions, as applicable, paid on Awards prior to vesting or settlement, as applicable, be paid either
in cash or in additional Shares and either on a current or deferred basis and that such dividends, dividend equivalents or other distributions
may be reinvested in additional Shares, which may be subject to the same restrictions as the underlying Awards.


 


(d)              
Tax Withholding.


 


(i)                
The Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right
(but not the obligation) and is hereby authorized to withhold, from any cash, Shares, other securities or other property deliverable under
any Award or from any compensation or other amounts owing to the Participant, the amount (in cash, Common Stock, other securities or other
property) of any required withholding taxes (up to the maximum permissible withholding amounts) in respect of an Award, its exercise,
or any payment or transfer under an Award or under the Plan and to take such other action that the Committee or the Company deem necessary
to satisfy all obligations for the payment of such withholding taxes.


 


(ii)             
Without limiting the generality of paragraph (i) above, the Committee may permit the Participant to satisfy, in whole or in
part, the foregoing withholding liability by (A) payment in cash, (B) the delivery of Shares (which Shares are not subject to
any pledge or other security interest) owned by the Participant having a Fair Market Value on such date equal to such withholding liability
or (C) having the Company withhold from the number of Shares otherwise issuable or deliverable pursuant to the exercise or settlement
of the Award a number of Shares with a Fair Market Value on such date equal to such withholding liability. In addition, subject to any
requirements of applicable law, the Participant may also satisfy the tax withholding obligations by other methods, including selling Shares
that would otherwise be available for delivery, provided, that the Board or the Committee has specifically approved such payment
method in advance.


 






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(e)               No
Claim to Awards; No Rights to Continued Employment, Directorship or Engagement. No employee, Director of the Company, consultant
providing service to 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. 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, or to continue in the employ or the service of the Company or an Affiliate, nor shall it be construed as giving any
Participant who is a Director any rights to continued service on the Board.


 


(f)               
International Participants. With respect to Participants who reside or work outside of the United States or are subject
to non-U.S. legal restrictions or regulations, the Committee may amend the terms of the Plan or appendices thereto, or outstanding
Awards, with respect to such Participants, in order to conform such terms with or accommodate the requirements of local laws, procedures
or practices or to obtain more favorable tax or other treatment for the Participant, the Company or its Affiliates. Without limiting the
generality of this subsection, the Committee is specifically authorized to adopt rules, procedures and sub-plans with provisions that
limit or modify rights on death, disability, retirement or other terminations of employment, available methods of exercise or settlement
of an Award, payment of income, social insurance contributions or payroll taxes, withholding procedures and handling of any stock certificates
or other indicia of ownership that vary with local requirements. The Committee may also adopt rules, procedures or sub-plans applicable
to particular Affiliates or locations.


 


(g)              
Beneficiary Designation. The Participant’s beneficiary shall be the Participant’s spouse (or domestic partner
if such status is recognized by the Company and in such jurisdiction), or if the Participant is otherwise unmarried at the time of death,
the Participant’s estate, except to the extent that a different beneficiary is designated in accordance with procedures that may
be established by the Committee from time to time for such purpose. Notwithstanding the foregoing, in the absence of a beneficiary validly
designated under such Committee-established procedures and/or applicable law who is living (or in existence) at the time of death of a
Participant residing or working outside the United States, any required distribution under the Plan shall be made to the executor or administrator
of the estate of the Participant, or to such other individual as may be prescribed by applicable law.


 


(h)               Termination
of Employment or Service. The Committee, in its sole discretion, shall determine the effect of all matters and questions related
to the termination of employment of or service of a Participant. Except as otherwise provided in an Award Agreement, or any
employment, consulting, change-in-control, severance or other agreement between the Participant and the Company or an Affiliate,
unless determined otherwise by the Committee: (i) neither a temporary absence from employment or service due to illness,
vacation or leave of absence (including, without limitation, a call to active duty for military service through a Reserve or
National Guard unit) 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 the
Participant’s employment with the Company or its Affiliates terminates, but such Participant continues to provide services
with the Company or its Affiliates in a non-employee capacity (including as a non-employee Director) (or vice versa), such change in
status shall not be considered a termination of employment or service with the Company or an Affiliate for purposes of the Plan.


 






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(i)                
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 Shares that are subject to Awards hereunder until such Shares have been issued
or delivered to that person.


 


(j)                
Government and Other Regulations.


 


(i)                
Nothing in the Plan shall be deemed to authorize the Committee or Board or any members thereof to take any action contrary to applicable
law or regulation, or rules of the NASDAQ or any other securities exchange or inter-dealer quotation service on which the Common Stock
is listed or quoted.


 


(ii)             
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 Shares 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 and in compliance with the terms of an available exemption.
The Company shall be under no obligation to register for sale under the Securities Act any of the Shares to be offered or sold under the
Plan. The Committee shall have the authority to provide that all Shares 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, U.S. federal securities laws, or the rules, regulations and other requirements of the U.S. Securities
and Exchange Commission, any securities exchange or inter-dealer quotation service upon which such Shares or other securities of the Company
are then listed or quoted and any other applicable federal, state, local or non-U.S. laws, rules, regulations and other requirements,
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 of Common Stock or other securities of the Company or any Affiliate delivered under the Plan to make appropriate reference
to such restrictions or may cause such Common Stock or other securities of the Company or any Affiliate delivered under the Plan in book-entry
form to be held subject to the Company’s instructions or subject to appropriate stop-transfer orders. 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.


 






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(iii)           
 The Committee may cancel an Award or any portion thereof if it determines that legal or contractual restrictions and/or blockage
and/or other market considerations would make the Company’s acquisition of Shares from the public markets, the Company’s issuance
of Common Stock to the Participant, the Participant’s acquisition of Common Stock 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 in accordance with the foregoing, unless prevented by applicable laws, the Company shall pay to the Participant an amount
equal to the excess of (A) the aggregate Fair Market Value of the Shares subject to such Award or portion thereof 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 (in the case of an Option or SAR, respectively) or any amount payable as a condition of delivery of Shares (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.


 


(k)              
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 such person’s affairs because of illness or accident, or is a minor, or has died, then any payment
due to such person or such person’s estate (unless a prior claim therefor has been made by a duly appointed legal representative
or a beneficiary designation form has been filed with the Company) may, if the Committee so directs the Company, be paid to such person’s
spouse, child, or relative, or 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.


 


(l)                
Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor the submission of the 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 awards otherwise than under the Plan, and such
arrangements may be either applicable generally or only in specific cases.


 


(m)            
No Trust or Fund Created. 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 the 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 to otherwise 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.


 


(n)               Reliance
on Reports. Each member of the Committee and each member of the Board (and each such member’s respective designees) 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 registered public accounting firm of the Company and its Affiliates
and/or any other information furnished in connection with the Plan by any agent of the Company or the Committee or the Board, other
than such member or designee.


 






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(o)              
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.


 


(p)              
Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without
regard to principles of conflicts of laws thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application
of the laws of any jurisdiction other than the State of Delaware.


 


(q)              
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.


 


(r)               
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, consolidation or other reorganization of the Company, or upon any successor corporation or
organization succeeding to all or substantially all of the assets and business of the Company.


 


(s)               
Section 409A of the Code.


 


(i)                
It is intended that the Plan comply with Section 409A of the Code, and all provisions of the Plan shall be construed and interpreted
in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each Participant is
solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant
in connection with the Plan or any other plan maintained by the Company, including any taxes and penalties under Section 409A of
the Code, and neither the Company nor any Affiliate shall have any obligation to indemnify or otherwise hold such Participant or any beneficiary
harmless from any or all of such taxes or penalties. With respect to any Award that is considered “deferred compensation”
subject to Section 409A of the Code, references in the Plan to “termination of employment” (and substantially similar
phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A
of the Code, each of the payments that may be made in respect of any Award granted under the Plan is designated as a separate payment.


 






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(ii)             
 Notwithstanding anything in the Plan to the contrary, if the Participant is a “specified employee” within the meaning
of Section 409A(a)(2)(B)(i) of the Code, no payments or deliveries in respect of any Awards that are “deferred compensation”
subject to Section 409A of the Code shall be made to such Participant prior to the date that is six months after the date of such
Participant’s “separation from service” within the meaning of Section 409A of the Code or, if earlier, the Participant’s
date of death. All such delayed payments or deliveries will be paid or delivered (without interest) in a single lump sum on the earliest
date permitted under Section 409A of the Code that is also a business day.


 


(iii)           
In the event that the timing of payments in respect of any Award that would otherwise be considered “deferred compensation”
subject to Section 409A of the Code would be accelerated upon the occurrence of (A) a Change in Control, no such acceleration
shall be permitted unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective
control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A
of the Code and any Treasury Regulations promulgated thereunder or (B) a Disability, no such acceleration shall be permitted unless
the Disability also satisfies the definition of “disability” pursuant to Section 409A of the Code and any Treasury Regulations
promulgated thereunder.


 


(t)                
Clawback/Forfeiture. Unless otherwise specifically provided in an Award Agreement, and to the extent permitted by applicable
law, the Committee may in its sole and absolute discretion, without obtaining the approval or consent of the Company’s stockholders
or of any Participant, require that any Participant reimburse the Company for all or any portion of any Awards granted under this Plan
(“Reimbursement”), if and to the extent—


 


(i)                
the granting, vesting, or payment of an Award was predicated upon the achievement of certain financial results that were subsequently
the subject of a material financial restatement;


 


(ii)             
in the Committee’s view the Participant either benefited from a calculation that later proves to be materially inaccurate,
or engaged in fraud or misconduct that caused or partially caused the need for a material financial restatement by the Company or any
Affiliate; or


 


(iii)           
a lower granting, vesting, or payment of an Award would have occurred based on the conduct described in the foregoing clauses (i)
or (ii).


 


In each instance,
the Committee may, to the extent practicable and allowable or required under applicable laws, require Reimbursement relating to any such
Award granted to a Participant; provided that the Committee will not seek Reimbursement relating to any such Awards that were paid or
vested more than three (3) years prior to the first date of the applicable restatement period. Notwithstanding any other provision of
the Plan, all Awards shall be subject to Reimbursement to the extent required by Applicable Law, including but not limited to Section
10D of the Exchange Act.


 






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In addition, the Committee
shall have full authority to implement any policies and procedures necessary to comply with Section 10D of the Exchange Act and any
rules promulgated thereunder and any other regulatory regimes. Notwithstanding anything to the contrary contained herein, the Committee
may, to the extent permitted by applicable law and stock exchange rules or by any applicable Company policy or arrangement, and shall,
to the extent required, cancel or require reimbursement of any Awards granted to the Participant or any Shares issued or cash received
upon vesting, exercise or settlement of any such Awards or sale of Shares underlying such Awards. By accepting an Award, the Participant
agrees that the Participant is subject to any clawback policies of the Company in effect from time to time.


 


(u)              
No Representations or Covenants With Respect to Tax Qualification. Although the Company may endeavor to (i) qualify
an Award for favorable U.S. or non-U.S. tax treatment or (ii) avoid adverse tax treatment, the Company makes no representation
to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment. The Company shall be unconstrained
in its corporate activities without regard to the potential negative tax impact on holders of Awards under the Plan.


 


(v)              
No Interference. The existence of the Plan, any Award Agreement, and the Awards granted hereunder shall not affect or restrict
in any way the right or power of the Company, the Board, the Committee, or the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization, or other change in the Company’s capital structure or its business, any merger or consolidation
of the Company, any issue of stock or of options, warrants, or rights to purchase stock or of bonds, debentures, or preferred or prior
preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or that are convertible into or exchangeable
for Common Stock, or the dissolution or liquidation of the Company or any Affiliate, or any sale or transfer of all or any part of their
assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.


 


(w)            
Expenses; Titles and Headings. The expenses of administering the Plan shall be borne by the Company and its Affiliates.
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.


 


(x)              
Whistleblower Acknowledgments. Notwithstanding anything to the contrary herein, nothing in this Plan or any Award Agreement
will (i) prohibit a Participant from making reports of possible violations of federal law or regulation to any governmental agency
or entity in accordance with the provisions of and rules promulgated under Section 21F of the Exchange Act or Section 806 of
the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of federal law or regulation, or (ii) require
prior approval by the Company or any of its Affiliates of any reporting described in clause (i).


 


(y)              
Lock-Up Agreements. The Committee may require a Participant receiving Shares pursuant to the Plan, as a condition precedent
to receipt of such Shares, to enter into a shareholder agreement or “lock-up” agreement in such form as the Committee shall
determine is necessary or desirable to further the Company’s interests.


 






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(z)              
 Restrictive Covenants. The Committee may impose restrictions on any Award with respect to non-competition, confidentiality
and other restrictive covenants as it deems necessary or appropriate in its sole discretion.


 


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


 


* * *


 






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