Exhibit 10.12


 


GUERRILLA RF, INC.


2021 EQUITY INCENTIVE PLAN


STOCK OPTION AWARD AGREEMENT


 


Unless otherwise defined in
this Stock Option Award Agreement (this “Option Agreement”), any capitalized terms used herein will have the
same meaning ascribed to them in the Guerrilla RF, Inc. 2021 Equity Incentive Plan (the “Plan”).


 


Participant has been granted
an option to purchase Shares (the “Option”) of Guerrilla RF, Inc. (the “Company”),
subject to the terms, restrictions, and conditions of the Plan, the Notice of Stock Option Grant (the “Notice”),
and this Option Agreement, including any applicable country-specific provisions in any appendix attached hereto (the “Appendix”),
which constitutes part of this Option Agreement. In the event of a conflict between the terms and conditions of the Plan and the terms
and conditions of the Notice or this Option Agreement, the terms and conditions of the Plan will prevail.


 


1. Vesting
Rights. Subject to the applicable provisions of the Plan and this Option Agreement, the Option may be exercised, in whole or in
part, in accordance with the Vesting Schedule set forth in the Notice. Participant acknowledges and agrees that the Vesting Schedule may
change prospectively in the event Participant’s Service status changes between full and part-time and/or in the event Participant
is on a leave of absence, in accordance with Company policies relating to work schedules and vesting of Awards or as determined by the
Committee. Participant acknowledges that the vesting of the Option pursuant to this Notice and Agreement is subject to Participant’s
continuing Service as an Employee, Director, or Consultant.


 


2. Grant
of Option. Participant has been granted an Option for the number of Shares set forth in the Notice at the exercise price per Share
in U.S. Dollars set forth in the Notice (the “Exercise Price”). If designated in the Notice as an Incentive
Stock Option (“ISO”), the Option is intended to qualify as an Incentive Stock Option under Section 422 of the
Code. However, if the Option is intended to be an ISO, to the extent that it exceeds the U.S. $100,000 rule of Code Section 422(d) it
will be treated as a Nonqualified Stock Option (“NSO”).


 


3. Termination
Period.


 


(a) General
Rule. If Participant’s Service terminates for any reason except death or Disability, and other than for Cause, then the Option
will expire at the close of business at Company headquarters on the date three (3) months after Participant’s Termination Date (as
defined below) (or such shorter time period not less than thirty (30) days or longer time period as may be determined by the Committee,
with any exercise beyond three (3) months after the date Participant’s Service terminates deemed to be the exercise of an NSO).
The Company determines when Participant’s Service terminates for all purposes under this Option Agreement.


 


(b) Death;
Disability. If Participant dies before Participant’s Service terminates (or Participant dies within three (3) months of Participant’s
termination of Service other than for Cause), then the Option will expire at the close of business at Company headquarters on the date
twelve (12) months after the date of death (or such shorter time period not less than six (6) months or longer time period as may be determined
by the Committee, subject to the expiration details in Section 7). If Participant’s Service terminates because of Participant’s
Disability, then the Option will expire at the close of business at Company headquarters on the date twelve (12) months after Participant’s
Termination Date (or such shorter time period not less than six (6) months or longer time period as may be determined by the Committee,
subject to the expiration details in Section 7).


 






     


     


    

 


(c) Cause.
Unless otherwise determined by the Committee, the Option (whether or not vested) will terminate immediately upon the Participant’s
cessation of Service if the Company reasonably determines in good faith that such cessation of Service has resulted in connection with
an act or failure to act constituting Cause (or the Participant’s Service could have been terminated for Cause (without regard to
the lapsing of any required notice or cure periods in connection therewith) at the time the Participant terminated Service).


 


(d) No
Notification of Exercise Periods. Participant is responsible for keeping track of these exercise periods following Participant’s
termination of Service for any reason. The Company will not provide further notice of such periods. In no event will the Option be exercised
later than the Expiration Date set forth in the Notice.


 


(e) Termination.
For purposes of this Option, Participant’s Service will be considered terminated as of the date Participant is no longer providing
service to the Company, its Parent or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether
or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s
employment agreement, if any) (the “Termination Date”). The Committee will have the exclusive discretion to
determine when Participant is no longer actively providing services for purposes of Participant’s Option (including whether Participant
may still be considered to be providing services while on an approved leave of absence). Unless otherwise provided in this Option Agreement
or determined by the Company, Participant’s right to vest in this Option under the Plan, if any, will terminate as of the Termination
Date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual
notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant
is employed or the terms of Participant’s employment agreement, if any). Following the Termination Date, Participant may exercise
the Option only as set forth in the Notice and this Section, provided that the period (if any) during which Participant may exercise the
Option after the Termination Date, if any, will commence on the date Participant ceases to provide services and will not be extended by
any notice period mandated under employment laws in the jurisdiction where Participant is employed or terms of Participant’s employment
agreement, if any. If Participant does not exercise this Option within the termination period set forth in the Notice or the termination
periods set forth above, the Option will terminate in its entirety. In no event, may any Option be exercised after the Expiration Date
of the Option as set forth in the Notice.


 


4. Exercise
of Option.


 


(a) Right
to Exercise. The Option is exercisable during its term in accordance with the Vesting Schedule set forth in the Notice and the applicable
provisions of the Plan and this Option Agreement. In the event of Participant’s death, Disability, termination for Cause, or other
cessation of Service, the exercisability of the Option is governed by the applicable provisions of the Plan, the Notice, and this Option
Agreement. The Option may not be exercised for a fraction of a Share.


 






    2


     


    

 


(b) Method
of Exercise. The Option is exercisable by delivery of an exercise notice in a form specified by the Company (the “Exercise
Notice”), which will state the election to exercise the Option, the number of Shares in respect of which the Option is being
exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the
Company pursuant to the provisions of the Plan. The Exercise Notice will be delivered in person, by mail, via electronic mail or facsimile
or by other authorized method to the Secretary of the Company or other person designated by the Company. The Exercise Notice will be accompanied
by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable Tax-Related Items (as defined in Section
8 below). The Option will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by
such aggregate Exercise Price and payment of any applicable Tax-Related Items. No Shares will be issued pursuant to the exercise of the
Option unless such issuance and exercise complies with all relevant provisions of law and the requirements of any stock exchange or quotation
service upon which the Shares are then listed. Assuming such compliance, for United States income tax purposes the Exercised Shares will
be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares.


  


(c) Exercise
by Another. If another person wants to exercise the Option after it has been transferred to him or her in compliance with this Option
Agreement, that person must prove to the Company’s satisfaction that he or she is entitled to exercise the Option. That person must
also complete the proper Exercise Notice form (as described above) and pay the Exercise Price (as described below) and any applicable
Tax-Related Items (as described below).


 


5. Method
of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election
of Participant:


 


(a) Participant’s
personal check (or readily available funds), wire transfer, or a cashier’s check;


 


(b) certificates
for shares of Company stock that Participant owns, along with any forms needed to effect a transfer of those shares to the Company; the
value of the shares, determined as of the effective date of the Option exercise, will be applied to the Exercise Price. Instead of surrendering
shares of Company stock, Participant may attest to the ownership of those shares on a form provided by the Company and have the same number
of shares subtracted from the Option shares issued to Participant. However, Participant may not surrender, or attest to the ownership
of, shares of Company stock in payment of the Exercise Price of Participant’s Option if Participant’s action would cause the
Company to recognize compensation expense (or additional compensation expense) with respect to this Option for financial reporting purposes;


 


(c) cashless
exercise through irrevocable directions to a securities broker approved by the Company to sell all or part of the Shares covered by the
Option and to deliver to the Company from the sale proceeds an amount sufficient to pay the Exercise Price and any applicable Tax-Related
Items. The balance of the sale proceeds, if any, will be delivered to Participant. The directions must be given by signing a special notice
of exercise form provided by the Company; or


 






    3


     


    

 


(d) other
method authorized by the Company;


 


provided, however, that the
Company may restrict the available methods of payment due to facilitate compliance with applicable law or administration of the Plan.
In particular, if Participant is located outside the United States, Participant should review the applicable provisions of the Appendix
for any such restrictions that may currently apply.


 


6. Non-Transferability
of Option. The Option may not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of other than by will
or by the laws of descent or distribution or court order and may be exercised during the lifetime of Participant only by Participant or
unless otherwise permitted by the Committee on a case-by-case basis. The terms of the Plan and this Option Agreement will be binding upon
the executors, administrators, heirs, successors, and assigns of Participant.


 


7. Term
of Option. The Option will in any event expire on the expiration date set forth in the Notice, which date is ten (10) years after
the Date of Grant (five (5) years after the Date of Grant if this option is designated as an ISO in the Notice of Stock Option Grant and
Section 5.3 of the Plan applies).


 


8. Taxes.


 


(a) Responsibility
for Taxes. Participant acknowledges that, regardless of any action taken by the Company or, if different, a Parent, Subsidiary, or
Affiliate employing or retaining Participant (the “Employer”), the ultimate liability for all income tax, social
insurance, payroll tax, fringe benefits tax, payment on account, or other tax related items related to Participant’s participation
in the Plan and legally applicable to Participant (“Tax-Related Items”) is and remains Participant’s responsibility
and may exceed the amount actually withheld by the Company or the Employer, if any. Participant further acknowledges that the Company
and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any
aspect of this Option, including, but not limited to, the grant, vesting, or exercise of this Option; the subsequent sale of Shares acquired
pursuant to such exercise; and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms
of the grant or any aspect of this Option to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular
tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company
and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one
jurisdiction. PARTICIPANT SHOULD CONSULT A TAX ADVISER APPROPRIATELY QUALIFIED IN THE COUNTRY OR COUNTRIES IN WHICH PARTICIPANT RESIDES
OR IS SUBJECT TO TAXATION.


 






    4


     


    

 


(b) Withholding.
Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make arrangements satisfactory to
the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer,
or their respective agents, at their discretion, to satisfy any withholding obligations for Tax-Related Items by one or a combination
of the following, all under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading
Policy and 10b5-1 Trading Plan Policy, if applicable:


 


		(i)	withholding from Participant’s wages or other cash compensation paid to Participant by the Company
and/or the Employer; or



 


		(ii)	withholding from proceeds of the sale of Shares acquired at exercise of this Option either through a voluntary
sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization and without further
consent);



 


		(iii)	withholding Shares to be issued upon exercise of the Option, provided the Company only withholds the number
of Shares necessary to satisfy no more than the maximum applicable statutory withholding amounts;



 


		(iv)	Participant’s payment of a cash amount (including by check representing readily available funds
or a wire transfer); or



 


		(v)	any other arrangement approved by the Committee and permitted under applicable law;



 


provided, however, that if Participant
is a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 of the
Exchange Act) shall establish the method of withholding from alternatives (i) – (v) above prior to the Tax-Related Items withholding
event.


 


Depending on the withholding
method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable
withholding rates, including up to the maximum permissible statutory rate for Participant’s tax jurisdiction(s) in which case Participant
will have no entitlement to the equivalent amount in Shares and will receive a refund of any over-withheld amount in cash in accordance
with applicable law. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed
to have been issued the full number of Exercised Shares; notwithstanding that a number of the Shares are held back solely for the purpose
of satisfying the withholding obligation for Tax-Related Items.


 


Finally, Participant agrees
to pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold
or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described.
The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if Participant fails to comply with Participant’s
obligations in connection with the Tax-Related Items.


 






    5


     


    

 


(c) Notice
of Disqualifying Disposition of ISO Shares. If Participant is subject to Tax-Related Items in the United States and sells or otherwise
disposes of any of the Shares acquired pursuant to an ISO on or before the later of (i) two (2) years after the grant date, or (ii) one
(1) year after the exercise date, Participant will immediately notify the Company in writing of such disposition. Participant agrees that
he or she may be subject to income tax withholding by the Company on the compensation income recognized from such early disposition of
ISO Shares by payment in cash or out any wages or other cash compensation paid to Participant by the Company and/or the Employer.


 


9. Nature
of Grant. By accepting the Option, Participant acknowledges, understands and agrees that:


 


(a) the
Plan is established voluntarily by the Company, it is discretionary in nature, and it may be modified, amended, suspended or terminated
by the Company at any time, to the extent permitted by the Plan;


 


(b) the
grant of the Option is exceptional, voluntary, and occasional, and does not create any contractual or other right to receive future grants
of options, or benefits in lieu of options, even if options have been granted in the past;


 


(c) all
decisions with respect to future options or other grants, if any, will be at the sole discretion of the Company;


 


(d) Participant
is voluntarily participating in the Plan;


 


(e) the
Option and Participant’s participation in the Plan will not create a right to employment or be interpreted as forming or amending
an employment or service contract with the Company or the Employer, and will not interfere with the ability of the Company or the Employer,
as applicable, to terminate Participant’s employment or service relationship (if any);


 


(f) the
Option and the Shares subject to the Option, and the income and value of same, are not intended to replace any pension rights or compensation;


 


(g) the
Option and the Shares subject to the Option, and the income and value of same, are not part of normal or expected compensation for any
purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments,
bonuses, long-service awards, pension or retirement, or welfare benefits or similar payments;


 


(h) unless
otherwise agreed with the Company, the Option, and the Shares subject to the Option, and the income and value of same, are not granted
as consideration for, or in connection with, the service Participant may provide as a director of a Parent, Subsidiary, or Affiliate;


 






    6


     


    

 


(i) the
future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; if the underlying
Shares do not increase in value, the Option will have no value; if Participant exercises the Option and acquires Shares, the value of
such Shares may increase or decrease, even below the Exercise Price;


 


(j) no
claim or entitlement to compensation or damages will arise from forfeiture of the Option resulting from Participant’s termination
of Service (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws
in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration
of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim
against the Employer, the Company, and any Parent, Subsidiary, or Affiliate; waives his or her ability, if any, to bring any such claim;
and releases the Employer, the Company, and any Parent, Subsidiary, or Affiliate from any such claim; if, notwithstanding the foregoing,
any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably
to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such
claim;


 


(k) unless
otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do
not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged,
cashed out or substituted for, in connection with any Corporate Transaction affecting the Shares; and


 


(l) neither
the Employer, the Company, or any Parent, Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between Participant’s
local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the
exercise of the Option or the subsequent sale of any Shares acquired upon exercise.


 


(m) the
following provisions apply only if Participant is providing services outside the United States:


 


		(i)	the Option and the Shares subject to the Option are not part of normal or expected compensation or salary
for any purpose; and



 


		(ii)	Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary
or Affiliate will be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States
Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent
sale of any Shares acquired upon exercise.



 






    7


     


    

 


10. No
Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations
regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the underlying Shares. Participant
acknowledges, understands, and agrees that he or she should consult with his or her own personal tax, legal, and financial advisors regarding
his or her participation in the Plan before taking any action related to the Plan.


 


11. Data
Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or
other form, of Participant’s personal data as described in this Option Agreement and any other Option grant materials by and among,
as applicable, the Employer, the Company and any Parent, Subsidiary or Affiliate for the exclusive purpose of implementing, administering
and managing Participant’s participation in the Plan.


 


Participant understands that
the Company and the Employer may hold certain personal information about Participant, including, but not limited to, Participant’s
name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification
number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Options or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”),
for the exclusive purpose of implementing, administering and managing the Plan.


 


Participant understands that
Data will be transferred to the stock plan service provider as may be designated by the Company from time to time or its affiliates or
such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation,
administration and management of the Plan. Participant understands that the recipients of the Data may be located in the United States
or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than
Participant’s country. Participant understands that if he or she resides outside the United States, he or she may request a list
with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. Participant
authorizes the Company, the stock plan service provider as may be designated by the Company from time to time, and its affiliates, and
any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing
the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering
and managing his or her participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement,
administer and manage Participant’s participation in the Plan. Participant understands that if he or she resides outside the United
States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary
amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human
resources representative. Further, Participant understands that he or she is providing the consents herein on a purely voluntary basis.
If Participant does not consent, or if Participant later seeks to revoke his or her consent, his or her employment status or service and
career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing Participant’s consent
is that the Company would not be able to grant Participant options or other equity awards or administer or maintain such awards. Therefore,
Participant understands that refusing or withdrawing his or her consent may affect Participant’s ability to participate in the Plan.
For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that
he or she may contact his or her local human resources representative.


 






    8


     


    

 


12. Language.
If Participant has received this Option Agreement, or any other document related to the Option and/or the Plan translated into a language
other than English and if the meaning of the translated version is different than the English version, the English version will control.


 


13. Appendix.
Notwithstanding any provisions in this Option Agreement, the Option will be subject to any special terms and conditions set forth
in any Appendix to this Option Agreement for Participant’s country. Moreover, if Participant relocates to one of the countries included
in the Appendix, the special terms and conditions for such country will apply to Participant, to the extent the Company determines that
the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part
of this Option Agreement.


 


14. Imposition
of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the
Plan, on the Option, and on any Shares purchased upon exercise of the Option, to the extent the Company determines it is necessary or
advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be
necessary to accomplish the foregoing.


 


15. Acknowledgement.
The Company and Participant agree that the Option is granted under and governed by the Notice, this Option Agreement and the Plan
(incorporated herein by reference). Participant: (a) acknowledges receipt of a copy of the Plan and the Plan prospectus, if any, (b) represents
that Participant has carefully read and is familiar with their provisions, and (c) hereby accepts the Option subject to all of the terms
and conditions set forth herein and those set forth in the Plan and the Notice.


 


16. Entire
Agreement; Enforcement of Rights. This Option Agreement, the Plan, and the Notice constitute the entire agreement and understanding
of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments,
or negotiations concerning the purchase of the Shares hereunder are superseded. No adverse modification of, or adverse amendment to, this
Option Agreement, nor any waiver of any rights under this Option Agreement, will be effective unless in writing and signed by the parties
to this Option Agreement (which writing and signing may be electronic). The failure by either party to enforce any rights under this Option
Agreement will not be construed as a waiver of any rights of such party.


 


17. Compliance
with Laws and Regulations. The issuance of Shares and the sale of Shares will be subject to and conditioned upon compliance by
the Company and Participant with all applicable state, federal, local and foreign laws and regulations and with all applicable requirements
of any stock exchange or automated quotation system on which the Company’s Shares may be listed or quoted at the time of such issuance
or transfer. Participant understands that the Company is under no obligation to register or qualify the Common Stock with any state, federal,
or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares.
Further, Participant agrees that the Company will have unilateral authority to amend the Plan and this Option Agreement without Participant’s
consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares. Finally, the Shares issued pursuant
to this Option Agreement will be endorsed with appropriate legends, if any, determined by the Company.


 






    9


     


    

 


18. Severability.
If one or more provisions of this Option Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
then (a) such provision will be excluded from this Option Agreement, (b) the balance of this Option Agreement will be interpreted as if
such provision were so excluded and (c) the balance of this Option Agreement will be enforceable in accordance with its terms.


 


19. Governing
Law and Venue. This Option Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto will be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to such
state’s conflict of laws rules.


 


Any and all disputes relating
to, concerning or arising from this Option Agreement, or relating to, concerning or arising from the relationship between the parties
evidenced by the Plan or this Option Agreement, will be brought and heard exclusively in the United States District Court for the District
of Delaware or any state court in New Castle County, Delaware. Each of the parties hereby represents and agrees that such party is subject
to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable
proceedings related to, concerning, or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which
such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning, or arising
from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.


 


20. No
Rights as Employee, Director or Consultant. Nothing in this Option Agreement will affect in any manner whatsoever any right or
power of the Employer or the Company to terminate Participant’s Service, for any reason, with or without Cause.


 


  21. Consent
to Electronic Delivery of All Plan Documents and Disclosures. By Participant’s acceptance of the Notice (whether in writing
or electronically), Participant and the Company agree that the Option is granted under and governed by the terms and conditions of the
Plan, the Notice, and this Option Agreement. Participant has reviewed the Plan, the Notice, and this Option Agreement in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing the Notice and Agreement, and fully understands all provisions
of the Plan, the Notice, and this Option Agreement. Participant hereby agrees to accept as binding, conclusive, and final all decisions
or interpretations of the Committee upon any questions relating to the Plan, the Notice, and this Option Agreement. Participant further
agrees to notify the Company upon any change in Participant’s residence address. By acceptance of the Option, Participant agrees
to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated
by the Company and consents to the electronic delivery of the Notice, this Option Agreement, the Plan, account statements, Plan prospectuses
required by the U.S. Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company
is required to deliver to its security holders (including, without limitation, annual reports and proxy statements), or other communications
or information related to the Option and current or future participation in the Plan. Electronic delivery may include the delivery of
a link to the Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document
via e-mail, or such other delivery determined at the Company’s discretion. Participant acknowledges that Participant may receive
from the Company a paper copy of any documents delivered electronically at no cost if Participant contacts the Company by telephone, through
a postal service, or electronic mail to Stock Administration. Participant further acknowledges that Participant will be provided with
a paper copy of any documents delivered electronically if electronic delivery fails; similarly, Participant understands that Participant
must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically if electronic
delivery fails. Also, Participant understands that Participant’s consent may be revoked or changed, including any change in the
electronic mail address to which documents are delivered (if Participant has provided an electronic mail address), at any time by notifying
the Company of such revised or revoked consent by telephone, postal service, or electronic mail to Stock Administration. Finally, Participant
understands that Participant is not required to consent to electronic delivery if local laws prohibit such consent.


 






    10


     


    

 


22. Insider
Trading Restrictions/Market Abuse Laws. Participant acknowledges that, depending on Participant’s country, Participant may
be subject to insider trading restrictions and/or market abuse laws, which may affect Participant’s ability to acquire or sell the
Shares or rights to Shares under the Plan during such times as Participant is considered to have “inside information” regarding
the Company (as defined by the laws in Participant’s country). Any restrictions under these laws or regulations are separate from
and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant acknowledges
that it is Participant’s responsibility to comply with any applicable restrictions and understands that Participant should consult
his or her personal legal advisor on such matters. In addition, Participant acknowledges that he or she has read the Company’s Insider
Trading Policy, and agrees to comply with such policy, as it may be amended from time to time, whenever Participant acquires or disposes
of the Company’s securities.


 


23. Award
Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the Option will be subject to clawback or
recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of Participant’s
employment or other Service that is applicable to Participant. In addition to any other remedies available under such policy and applicable
law, the Company may require the cancellation of Participant’s Option (whether vested or unvested) and the recoupment of any gains
realized with respect to Participant’s Option.


 


[Signatures on following page.]


 




    11


     


    

 


BY ACCEPTING THIS OPTION,
PARTICIPANT AGREES TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.


 





	Participant:	 	GUERRILLA RF, INC.
	 	 	 
	 	 	 
	Signature:	          	 	By:	              
	 	 	 
	Printed Name:	 	 	Its:	 
	 	 	 
	Date:	 	 	Date:	 







 






     


     


    

 


GUERRILLA RF, INC.


2021 EQUITY INCENTIVE PLAN


NOTICE OF STOCK OPTION GRANT


 


 


Unless otherwise defined herein, the terms defined
in the Guerrilla RF, Inc. (the “Company”) 2021 Equity Incentive Plan (the “Plan”)
will have the same meanings in this Notice of Stock Option Grant and the electronic representation of this Notice of Stock Option Grant
established and maintained by the Company or a third party designated by the Company (this “Notice”).


 


Name:


 


Address:


 


You (the “Participant”) have been
granted an option to purchase shares of Common Stock of the Company (the “Option”) under the Plan subject to the terms and
conditions of the Plan, this Notice, and the Stock Option Award Agreement (the “Option Agreement”), including any applicable
country-specific provisions in any appendix attached hereto (the “Appendix”), which constitutes part of the Option Agreement.


 


Grant Number:


 


Date of Grant:


 


Vesting Commencement Date:


 


Exercise Price per Share:


 


Total Number of Shares: 


 





	Type of Option:	 	   _____ Non-Qualified Stock
    Option
		 	   _____ Incentive Stock Option
	 	 	 
	Expiration Date:	 	__________ __. 20__; the Option expires earlier if Participant’s Service terminates earlier, as described in the Option Agreement.
	 	 	 
	Vesting Schedule:	 	Subject to the limitations set forth in this Notice, the Plan, and the Agreement, the Option will vest in accordance with the following schedule:  [insert applicable vesting schedule, which may include performance metrics]


 






     


     


    

 


By accepting (whether in writing, electronically,
or otherwise) the Option, Participant acknowledges and agrees to the following:




 


1. Participant
understands that Participant’s Service with the Company or a Parent, Subsidiary, or Affiliate is for an unspecified duration, can
be terminated at any time (i.e., is “at-will”) except where otherwise prohibited by applicable law, and that nothing
in this Notice, the Option Agreement, or the Plan changes the nature of that relationship. Participant acknowledges that the vesting of
the Option pursuant to this Notice is subject to Participant’s continuing Service as an Employee, Director, or Consultant. Participant
agrees and acknowledges that the Vesting Schedule may change prospectively in the event that Participant’s Service status changes
between full-and part-time and/or in the event the Participant is on a leave of absence, in accordance with Company policies relating
to work schedules and vesting of Awards or as determined by the Committee. Furthermore, the period during which Participant may exercise
the Option after termination of Service, if any, will commence on the Termination Date (as defined in the Option Agreement).


 


2. This
grant is made under and governed by the Plan, the Agreement, and this Notice, and this Notice is subject to the terms and conditions of
the Agreement and the Plan, both of which are incorporated herein by reference. Participant has read the Notice, the Option Agreement
and, the Plan.


 


3. Participant
has read the Company’s Insider Trading Policy, and agrees to comply with such policy, as it may be amended from time to time, whenever
Participant acquires or disposes of the Company’s securities.


 


4, By
accepting the Option, Participant consents to electronic delivery and participation as set forth in the Option Agreement.


 


	Participant:	 	GUERRILLA RF, INC.
	 	 	 
	Signature:	 	 	By:	           
	 	 	 
	Printed Name:	 	 	Its:	 
	 	 	 
	Date:	 	 	Date:	 



 






     


     


    

 





 



 


2020 EQUITY INCENTIVE PLAN


PERFORMANCE STOCK UNIT AWARD AGREEMENT


 


Unless otherwise defined in
this Performance Stock Unit Award Agreement (this “Agreement”), any capitalized terms used herein will have
the same meaning ascribed to them in the _____________________ 2020 Equity Incentive Plan (the “Plan”).


 


Participant has been granted
Performance Stock Units (“PSUs”) subject to the terms, restrictions, and conditions of the Plan, the Notice
of Performance Stock Unit Award (the “Notice”), and this Agreement, including any applicable country-specific
provisions in any appendix attached hereto (the “Appendix”), which constitutes part of this Agreement. In the
event of a conflict between the terms and conditions of the Plan and the terms and conditions of the Notice or this Agreement, the terms
and conditions of the Plan will prevail.


 


1. Settlement.
Settlement of PSUs will be made within thirty (30) days following the applicable date of vesting under the Vesting Schedule set forth
in the Notice. Settlement of PSUs will be in Shares. No fractional PSUs or rights for fractional Shares will be created pursuant to this
Agreement.


 


2. No
Stockholder Rights. Unless and until such time as Shares are issued in settlement of vested PSUs, Participant will have no ownership
of the Shares allocated to the PSUs and will have no rights to dividends or to vote such Shares.


 


3. Dividend
Equivalents. Dividends, if any (whether in cash or Shares), will not be credited to Participant.


 


4. Non-Transferability
of PSUs. The PSUs and any interest therein will not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed
of in any manner other than by will or by the laws of descent or distribution or court order or unless otherwise permitted by the Committee
on a case-by-case basis.


 


5. Termination;
Leave of Absence; Change in Status. If Participant’s Service terminates for any reason, all unvested PSUs will be forfeited
to the Company immediately, and all rights of Participant to such PSUs automatically terminate without payment of any consideration to
Participant. Participant’s Service will be considered terminated as of the date Participant is no longer providing services (regardless
of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where
Participant is employed or the terms of Participant’s employment agreement, if any) and will not, subject to the laws applicable
to Participant’s Award, be extended by any notice period mandated under local laws (e.g., Service would not include a period of
“garden leave” or similar period). Participant acknowledges and agrees that the Vesting Schedule may change prospectively
in the event Participant’s service status changes between full- and part-time status and/or in the event Participant is on an approved
leave of absence in accordance the Company’s policies relating to work schedules and vesting of awards or as determined by the Committee.
Participant acknowledges that the vesting of the Shares pursuant to this Notice and Agreement is subject to Participant’s continued
Service. In case of any dispute as to whether termination of Service has occurred, the Committee will have sole discretion to determine
whether such termination of Service has occurred and the effective date of such termination (including whether Participant may still be
considered to be providing services while on an approved leave of absence).


 


6. Taxes.


 


(a) Responsibility
for Taxes. Participant acknowledges that, regardless of any action taken by the Company or, if different, a Parent, Subsidiary or
Affiliate employing or retaining Participant (the “Employer”), the ultimate liability for all income tax, social
insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Participant’s participation
in the Plan and legally applicable to Participant (“Tax-Related Items”) is and remains Participant’s responsibility
and may exceed the amount actually withheld by the Company or the Employer, if any. Participant further acknowledges that the Company
and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any
aspect of the PSUs, including, but not limited to, the grant, vesting or settlement of the PSUs and the subsequent sale of Shares acquired
pursuant to such settlement and the receipt of any dividends, and (ii) do not commit to and are under no obligation to structure the terms
of the grant or any aspect of the PSUs to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular
tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company
and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one
jurisdiction. PARTICIPANT SHOULD CONSULT A TAX ADVISER APPROPRIATELY QUALIFIED IN THE COUNTRY OR COUNTRIES IN WHICH PARTICIPANT RESIDES
OR IS SUBJECT TO TAXATION.


 






     


     


    

 


(b) Withholding.
Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make arrangements satisfactory to the Company
and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer, or their
respective agents, at their discretion, to satisfy any withholding obligations for Tax-Related Items by one or a combination of the following:


 


		(i)	withholding from Participant’s wages or other cash compensation paid to Participant by the Company
and/or the Employer; or



 


		(ii)	withholding from proceeds of the sale of Shares acquired upon settlement of the PSUs either through a
voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization and without
further consent);



 


		(iii)	withholding Shares to be issued upon settlement of the PSUs, provided the Company only withholds the number
of Shares necessary to satisfy no more than the maximum applicable statutory withholding amounts;



 


		(iv)	Participant’s payment of a cash amount (including by check representing readily available funds
or a wire transfer); or



 


		(v)	any other arrangement approved by the Committee and permitted under applicable law;



 


all under such rules as may
be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable;
provided however, that if Participant is a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted
in accordance with Rule 16b-3 under the Exchange Act) will establish the method of withholding from alternatives (i)-(v) above prior to
the Tax-Related Items withholding event.


 


Depending on the withholding
method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable
withholding rates, including up to the maximum permissible statutory rate for Participant’s tax jurisdiction(s) in which case Participant
will have no entitlement to the equivalent amount in Shares and will receive a refund of any over-withheld amount in cash in accordance
with applicable law. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed
to have been issued the full number of Shares subject to the vested PSUs, notwithstanding that a number of the Shares are held back solely
for the purpose of satisfying the withholding obligation for Tax-Related Items.


 


Finally, Participant agrees
to pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold
or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described.
The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if Participant fails to comply with Participant’s
obligations in connection with the Tax-Related Items.


 


7. Nature
of Grant. By accepting the PSUs, Participant acknowledges, understands and agrees that:


 


(a) the
Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated
by the Company at any time, to the extent permitted by the Plan;


 






    2


     


    

 


(b) the
grant of the PSUs is exceptional, voluntary, and occasional, and does not create any contractual or other right to receive future grants
of PSUs, or benefits in lieu of PSUs, even if PSUs have been granted in the past;


 


(c) all
decisions with respect to future PSUs or other grants, if any, will be at the sole discretion of the Company;


 


(d) Participant
is voluntarily participating in the Plan;


 


(e) the
PSUs and Participant’s participation in the Plan will not create a right to employment or be interpreted as forming or amending
an employment or service contract with the Company or the Employer and will not interfere with the ability of the Company or the Employer,
as applicable, to terminate Participant’s employment or service relationship (if any);


 


(f) the
PSUs and the Shares subject to the PSUs, and the income and value of same, are not intended to replace any pension rights or compensation;


 


(g) the
PSUs and the Shares subject to the PSUs, and the income and value of same, are not part of normal or expected compensation for any purpose,
including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses,
long-service awards, pension or retirement, or welfare benefits or similar payments;


 


(h) unless
otherwise agreed with the Company, the PSUs, and the Shares subject to the PSUs, and the income and value of same, are not granted as
consideration for, or in connection with, the service Participant may provide as a director of a Parent, Subsidiary, or Affiliate;


 


(i) the
future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with certainty;


 


(j) no
claim or entitlement to compensation or damages will arise from forfeiture of the PSUs resulting from Participant’s termination
of Service (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws
in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration
of the grant of the PSUs to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against
the Employer, the Company, and any Parent, Subsidiary or Affiliate; waives his or her ability, if any, to bring any such claim; and releases
the Employer, the Company, and any Parent, Subsidiary, or Affiliate from any such claim; if, notwithstanding the foregoing, any such claim
is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed
not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;


 


(k) unless
otherwise provided in the Plan or by the Company in its discretion, the PSUs and the benefits evidenced by this Agreement do not create
any entitlement to have the PSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or
substituted for, in connection with any Corporate Transaction affecting the Shares; and


 


(l) the
following provisions apply only if Participant is providing services outside the United States:


 


		(i)	the PSUs and the Shares subject to the PSUs are not part of normal or expected compensation
or salary for any purpose;



 


		(ii)	Participant acknowledges and agrees that neither the Company, the Employer nor any
Parent or Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between Participant’s local currency
and the United States Dollar that may affect the value of the PSUs or of any amounts due to Participant pursuant to the settlement of
the PSUs or the subsequent sale of any Shares acquired upon settlement.



 






    3


     


    

 


8. No
Advice Regarding Grant. The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations
regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant
acknowledges, understands and agrees he or she should consult with his or her own personal tax, legal, and financial advisors regarding
his or her participation in the Plan before taking any action related to the Plan.


 


9. Data
Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other
form, of Participant’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable,
the Employer, the Company and any Parent, Subsidiary or Affiliate for the exclusive purpose of implementing, administering and managing
Participant’s participation in the Plan.


 


Participant understands that
the Company and the Employer may hold certain personal information about Participant, including, but not limited to, Participant’s
name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification
number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all PSUs or any other entitlement
to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”),
for the exclusive purpose of implementing, administering and managing the Plan.


 


Participant understands that
Data will be transferred to the stock plan service provider as may be designated by the Company from time to time or its affiliates or
such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation,
administration and management of the Plan. Participant understands that the recipients of the Data may be located in the United States
or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than
Participant’s country. Participant understands that if he or she resides outside the United States, he or she may request a list
with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. Participant
authorizes the Company, the stock plan service provider as may be designated by the Company from time to time, and its affiliates, and
any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing
the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering
and managing his or her participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement,
administer and manage Participant’s participation in the Plan. Participant understands that if he or she resides outside the United
States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary
amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human
resources representative. Further, Participant understands that he or she is providing the consents herein on a purely voluntary basis.
If Participant does not consent, or if Participant later seeks to revoke his or her consent, his or her employment status or service and
career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing Participant’s consent
is that the Company would not be able to grant Participant PSUs or other equity awards or administer or maintain such awards. Therefore,
Participant understands that refusing or withdrawing his or her consent may affect Participant’s ability to participate in the Plan.
For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that
he or she may contact his or her local human resources representative.


 


10. Language.
If Participant has received this Agreement or any other document related to the RSU and/or the Plan translated into a language other
than English and if the meaning of the translated version is different than the English version, the English version will control.


 


11. Appendix.
Notwithstanding any provisions in this Agreement, the PSUs will be subject to any special terms and conditions set forth in any Appendix
to this Agreement for Participant’s country. Moreover, if Participant relocates to one of the countries included in the Appendix,
the special terms and conditions for such country will apply to Participant, to the extent the Company determines that the application
of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.


 






    4


     


    

 


12. Imposition
of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the
Plan, on the PSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal
or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish
the foregoing.


 


13. Acknowledgement.
The Company and Participant agree that the PSUs are granted under and governed by the Notice, this Agreement, and the Plan (incorporated
herein by reference). Participant: (a) acknowledges receipt of a copy of the Plan and the Plan prospectus, (b) represents that Participant
has carefully read and is familiar with their provisions, and (c) hereby accepts the PSUs subject to all of the terms and conditions set
forth herein and those set forth in the Plan and the Notice.


 


14. Entire
Agreement; Enforcement of Rights. This Agreement, the Plan, and the Notice constitute the entire agreement and understanding of
the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments,
or negotiations concerning the purchase of the Shares hereunder are superseded. No adverse modification of or adverse amendment to this
Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the parties to this Agreement
(which writing and signing may be electronic). The failure by either party to enforce any rights under this Agreement will not be construed
as a waiver of any rights of such party.


 


15. Compliance
with Laws and Regulations. The issuance of Shares and the sale of Shares will be subject to and conditioned upon compliance by
the Company and Participant with all applicable state, federal, local and foreign laws and regulations and with all applicable requirements
of any stock exchange or automated quotation system on which the Company’s Shares may be listed or quoted at the time of such issuance
or transfer. Participant understands that the Company is under no obligation to register or qualify the Common Stock with any state, federal,
or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares.
Further, Participant agrees that the Company will have unilateral authority to amend the Plan and this RSU Agreement without Participant’s
consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares. Finally, the Shares issued pursuant
to this RSU Agreement will be endorsed with appropriate legends, if any, determined by the Company.


 


16. Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
then (a) such provision will be excluded from this Agreement, (b) the balance of this Agreement will be interpreted as if such provision
were so excluded and (c) the balance of this Agreement will be enforceable in accordance with its terms.


 


17. Governing
Law and Venue. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto
will be governed, construed, and interpreted in accordance with the laws of the State of Delaware, without giving effect to such state’s
conflict of laws rules.


 


Any and all disputes relating
to, concerning or arising from this Agreement, or relating to, concerning, or arising from the relationship between the parties evidenced
by the Plan or this Agreement, will be brought and heard exclusively in the United States District Court for the District of Delaware
or any state court in New Castle County, Delaware. Each of the parties hereby represents and agrees that such party is subject to the
personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings
related to, concerning, or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party
may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning, or arising from such
dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.


 


18. No
Rights as Employee, Director or Consultant. Nothing in this Agreement will affect in any manner whatsoever any right or power
of the Employer or the Company to terminate Participant’s Service, for any reason, with or without Cause.


 






    5


     


    

 


19. Consent
to Electronic Delivery of All Plan Documents and Disclosures. By Participant’s acceptance of the Notice (whether in writing
or electronically), Participant and the Company agree that the PSUs are granted under and governed by the terms and conditions of the
Plan, the Notice, and this Agreement. Participant has reviewed the Plan, the Notice, and this Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Notice and Agreement, and fully understands all provisions of the
Plan, the Notice, and this Agreement. Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations
of the Committee upon any questions relating to the Plan, the Notice, and this Agreement. Participant further agrees to notify the Company
upon any change in Participant’s residence address. By acceptance of the PSUs, Participant agrees to participate in the Plan through
an on-line or electronic system established and maintained by the Company or a third party designated by the Company and consents to the
electronic delivery of the Notice, this Agreement, the Plan, account statements, Plan prospectuses required by the U.S. Securities and
Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security
holders (including, without limitation, annual reports and proxy statements), or other communications or information related to the PSUs
and current or future participation in the Plan. Electronic delivery may include the delivery of a link to the Company intranet or the
internet site of a third party involved in administering the Plan, the delivery of the document via e-mail, or such other delivery determined
at the Company’s discretion. Participant acknowledges that Participant may receive from the Company a paper copy of any documents
delivered electronically at no cost if Participant contacts the Company by telephone, through a postal service, or electronic mail to
Stock Administration. Participant further acknowledges that Participant will be provided with a paper copy of any documents delivered
electronically if electronic delivery fails; similarly, Participant understands that Participant must provide on request to the Company
or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, Participant understands
that Participant’s consent may be revoked or changed, including any change in the electronic mail address to which documents are
delivered (if Participant has provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent
by telephone, postal service, or electronic mail to Stock Administration. Finally, Participant understands that Participant is not required
to consent to electronic delivery if local laws prohibit such consent.


 


20. Insider
Trading Restrictions/Market Abuse Laws. Participant acknowledges that, depending on Participant’s country, Participant may
be subject to insider trading restrictions and/or market abuse laws, which may affect Participant’s ability to acquire or sell the
Shares or rights to Shares under the Plan during such times as Participant is considered to have “inside information” regarding
the Company (as defined by the laws in Participant’s country). Any restrictions under these laws or regulations are separate from
and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant acknowledges
that it is Participant’s responsibility to comply with any applicable restrictions and understands that Participant should consult
his or her personal legal advisor on such matters. In addition, Participant acknowledges that he or she read the Company’s Insider
Trading Policy, and agrees to comply with such policy, as it may be amended from time to time, whenever Participant acquires or disposes
of the Company’s securities.


 


21. Code
Section 409A. For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating
to a “separation from service” as defined in Section 409A of the Internal Revenue Code and the regulations thereunder (“Section
409A”). Notwithstanding anything else provided herein, to the extent any payments provided under this RSU Agreement in connection
with Participant’s termination of employment constitute deferred compensation subject to Section 409A, and Participant is deemed
at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment will not
be made or commence until the earlier of (a) the expiration of the six (6) month period measured from Participant’s separation from
service to the Employer or the Company, or (b) the date of Participant’s death following such a separation from service; provided,
however, that such deferral will only be effected to the extent required to avoid adverse tax treatment to Participant including, without
limitation, the additional tax for which Participant would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral.
To the extent any payment under this RSU Agreement may be classified as a “short-term deferral” within the meaning of Section
409A, such payment will be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another
provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2)
of the Treasury Regulations.


 


22. Award
Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the PSUs will be subject to clawback or
recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of Participant’s
employment or other Service that is applicable to Participant. In addition to any other remedies available under such policy and applicable
law, the Company may require the cancellation of Participant’s PSUs (whether vested or unvested) and the recoupment of any gains
realized with respect to Participant’s PSUs.


 


BY ACCEPTING THIS AWARD
OF RSUS, PARTICIPANT AGREES TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.


 






    6


     


    

 





 



 


2020 EQUITY INCENTIVE PLAN


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


Unless otherwise defined in
this Restricted Stock Unit Award Agreement (this “Agreement”), any capitalized terms used herein will have the
same meaning ascribed to them in the _____________________ 2020 Equity Incentive Plan (the “Plan”).


 


Participant has been granted
Restricted Stock Units (“RSUs”) subject to the terms, restrictions, and conditions of the Plan, the Notice of
Restricted Stock Unit Award (the “Notice”), and this Agreement, including any applicable country-specific provisions
in any appendix attached hereto (the “Appendix”), which constitutes part of this Agreement. In the event of
a conflict between the terms and conditions of the Plan and the terms and conditions of the Notice or this Agreement, the terms and conditions
of the Plan will prevail.


 


1. Settlement.
Settlement of RSUs will be made within thirty (30) days following the applicable date of vesting under the Vesting Schedule set forth
in the Notice. Settlement of RSUs will be in Shares. No fractional RSUs or rights for fractional Shares will be created pursuant to this
Agreement.


 


2. No
Stockholder Rights. Unless and until such time as Shares are issued in settlement of vested RSUs, Participant will have no ownership
of the Shares allocated to the RSUs and will have no rights to dividends or to vote such Shares.


 


3. Dividend
Equivalents. Dividends, if any (whether in cash or Shares), will not be credited to Participant.


 


4. Non-Transferability
of RSUs. The RSUs and any interest therein will not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed
of in any manner other than by will or by the laws of descent or distribution or court order or unless otherwise permitted by the Committee
on a case-by-case basis.


 


5. Termination;
Leave of Absence; Change in Status. If Participant’s Service terminates for any reason, all unvested RSUs will be forfeited
to the Company immediately, and all rights of Participant to such RSUs automatically terminate without payment of any consideration to
Participant. Participant’s Service will be considered terminated as of the date Participant is no longer providing services (regardless
of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where
Participant is employed or the terms of Participant’s employment agreement, if any) and will not, subject to the laws applicable
to Participant’s Award, be extended by any notice period mandated under local laws (e.g., Service would not include a period of
“garden leave” or similar period). Participant acknowledges and agrees that the Vesting Schedule may change prospectively
in the event Participant’s service status changes between full- and part-time status and/or in the event Participant is on an approved
leave of absence in accordance the Company’s policies relating to work schedules and vesting of awards or as determined by the Committee.
Participant acknowledges that the vesting of the Shares pursuant to this Notice and Agreement is subject to Participant’s continued
Service. In case of any dispute as to whether termination of Service has occurred, the Committee will have sole discretion to determine
whether such termination of Service has occurred and the effective date of such termination (including whether Participant may still be
considered to be providing services while on an approved leave of absence).


 






    


     


    

 


6. Taxes.


 


(a) Responsibility
for Taxes. Participant acknowledges that, regardless of any action taken by the Company or, if different, a Parent, Subsidiary or
Affiliate employing or retaining Participant (the “Employer”), the ultimate liability for all income tax, social
insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Participant’s participation
in the Plan and legally applicable to Participant (“Tax-Related Items”) is and remains Participant’s responsibility
and may exceed the amount actually withheld by the Company or the Employer, if any. Participant further acknowledges that the Company
and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any
aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs and the subsequent sale of Shares acquired
pursuant to such settlement and the receipt of any dividends, and (ii) do not commit to and are under no obligation to structure the terms
of the grant or any aspect of the RSUs to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular
tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company
and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one
jurisdiction. PARTICIPANT SHOULD CONSULT A TAX ADVISER APPROPRIATELY QUALIFIED IN THE COUNTRY OR COUNTRIES IN WHICH PARTICIPANT RESIDES
OR IS SUBJECT TO TAXATION.


 


(b) Withholding.
Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make arrangements satisfactory to the Company
and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer, or their
respective agents, at their discretion, to satisfy any withholding obligations for Tax-Related Items by one or a combination of the following:


 


		(i)	withholding from Participant’s wages or other cash compensation paid to Participant by the Company
and/or the Employer; or



 


		(ii)	withholding from proceeds of the sale of Shares acquired upon settlement of the RSUs either through a
voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization and without
further consent);



 


		(iii)	withholding Shares to be issued upon settlement of the RSUs, provided the Company only withholds the number
of Shares necessary to satisfy no more than the maximum applicable statutory withholding amounts;



 


		(iv)	Participant’s payment of a cash amount (including by check representing readily available funds or a wire transfer); or



 


		(v)	any other arrangement approved by the Committee and permitted under applicable law;



 


all under such rules as may
be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable;
provided however, that if Participant is a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted
in accordance with Rule 16b-3 under the Exchange Act) will establish the method of withholding from alternatives (i)-(v) above prior to
the Tax-Related Items withholding event.


 


Depending on the withholding
method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable
withholding rates, including up to the maximum permissible statutory rate for Participant’s tax jurisdiction(s) in which case Participant
will have no entitlement to the equivalent amount in Shares and will receive a refund of any over-withheld amount in cash in accordance
with applicable law. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed
to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely
for the purpose of satisfying the withholding obligation for Tax-Related Items.


 


Finally, Participant agrees
to pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold
or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described.
The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if Participant fails to comply with Participant’s
obligations in connection with the Tax-Related Items.


 






    2


     


    

 


7. Nature
of Grant. By accepting the RSUs, Participant acknowledges, understands and agrees that:


 


(a) the
Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated
by the Company at any time, to the extent permitted by the Plan;


 


(b) the
grant of the RSUs is exceptional, voluntary, and occasional, and does not create any contractual or other right to receive future grants
of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;


 


(c) all
decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;


 


(d) Participant
is voluntarily participating in the Plan;


 


(e) the
RSUs and Participant’s participation in the Plan will not create a right to employment or be interpreted as forming or amending
an employment or service contract with the Company or the Employer and will not interfere with the ability of the Company or the Employer,
as applicable, to terminate Participant’s employment or service relationship (if any);


 


(f) the
RSUs and the Shares subject to the RSUs, and the income and value of same, are not intended to replace any pension rights or compensation;


 


(g) the
RSUs and the Shares subject to the RSUs, and the income and value of same, are not part of normal or expected compensation for any purpose,
including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses,
long-service awards, pension or retirement, or welfare benefits or similar payments;


 


(h) unless
otherwise agreed with the Company, the RSUs, and the Shares subject to the RSUs, and the income and value of same, are not granted as
consideration for, or in connection with, the service Participant may provide as a director of a Parent, Subsidiary, or Affiliate;


 


(i) the
future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with certainty;


  


(j) no
claim or entitlement to compensation or damages will arise from forfeiture of the RSUs resulting from Participant’s termination
of Service (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws
in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration
of the grant of the RSUs to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against
the Employer, the Company, and any Parent, Subsidiary or Affiliate; waives his or her ability, if any, to bring any such claim; and releases
the Employer, the Company, and any Parent, Subsidiary, or Affiliate from any such claim; if, notwithstanding the foregoing, any such claim
is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed
not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;


 


(k) unless
otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create
any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or
substituted for, in connection with any Corporate Transaction affecting the Shares; and


 


(l) the
following provisions apply only if Participant is providing services outside the United States:


 


		(i)	the RSUs and the Shares subject to the RSUs are not part of normal or expected compensation or salary
for any purpose;



 


		(ii)	Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary
or Affiliate will be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States
Dollar that may affect the value of the RSUs or of any amounts due to Participant pursuant to the settlement of the RSUs or the subsequent
sale of any Shares acquired upon settlement.



 






    3


     


    

 


8. No
Advice Regarding Grant. The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations
regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant
acknowledges, understands and agrees he or she should consult with his or her own personal tax, legal, and financial advisors regarding
his or her participation in the Plan before taking any action related to the Plan.


 


9. Data
Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other
form, of Participant’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable,
the Employer, the Company and any Parent, Subsidiary or Affiliate for the exclusive purpose of implementing, administering and managing
Participant’s participation in the Plan.


 


Participant understands that
the Company and the Employer may hold certain personal information about Participant, including, but not limited to, Participant’s
name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification
number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement
to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”),
for the exclusive purpose of implementing, administering and managing the Plan.


 


Participant understands that
Data will be transferred to the stock plan service provider as may be designated by the Company from time to time or its affiliates or
such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation,
administration and management of the Plan. Participant understands that the recipients of the Data may be located in the United States
or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than
Participant’s country. Participant understands that if he or she resides outside the United States, he or she may request a list
with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. Participant
authorizes the Company, the stock plan service provider as may be designated by the Company from time to time, and its affiliates, and
any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing
the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering
and managing his or her participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement,
administer and manage Participant’s participation in the Plan. Participant understands that if he or she resides outside the United
States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary
amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human
resources representative. Further, Participant understands that he or she is providing the consents herein on a purely voluntary basis.
If Participant does not consent, or if Participant later seeks to revoke his or her consent, his or her employment status or service and
career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing Participant’s consent
is that the Company would not be able to grant Participant RSUs or other equity awards or administer or maintain such awards. Therefore,
Participant understands that refusing or withdrawing his or her consent may affect Participant’s ability to participate in the Plan.
For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that
he or she may contact his or her local human resources representative.


 


10. Language.
If Participant has received this Agreement or any other document related to the RSU and/or the Plan translated into a language other
than English and if the meaning of the translated version is different than the English version, the English version will control.


 


11. Appendix.
Notwithstanding any provisions in this Agreement, the RSUs will be subject to any special terms and conditions set forth in any Appendix
to this Agreement for Participant’s country. Moreover, if Participant relocates to one of the countries included in the Appendix,
the special terms and conditions for such country will apply to Participant, to the extent the Company determines that the application
of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.


 






    4


     


    

 


12. Imposition
of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the
Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal
or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish
the foregoing.


 


13. Acknowledgement.
The Company and Participant agree that the RSUs are granted under and governed by the Notice, this Agreement, and the Plan (incorporated
herein by reference). Participant: (a) acknowledges receipt of a copy of the Plan and the Plan prospectus, (b) represents that Participant
has carefully read and is familiar with their provisions, and (c) hereby accepts the RSUs subject to all of the terms and conditions set
forth herein and those set forth in the Plan and the Notice.


 


14. Entire
Agreement; Enforcement of Rights. This Agreement, the Plan, and the Notice constitute the entire agreement and understanding of
the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments,
or negotiations concerning the purchase of the Shares hereunder are superseded. No adverse modification of or adverse amendment to this
Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the parties to this Agreement
(which writing and signing may be electronic). The failure by either party to enforce any rights under this Agreement will not be construed
as a waiver of any rights of such party.


 


15. Compliance
with Laws and Regulations. The issuance of Shares and the sale of Shares will be subject to and conditioned upon compliance by
the Company and Participant with all applicable state, federal, local and foreign laws and regulations and with all applicable requirements
of any stock exchange or automated quotation system on which the Company’s Shares may be listed or quoted at the time of such issuance
or transfer. Participant understands that the Company is under no obligation to register or qualify the Common Stock with any state, federal,
or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares.
Further, Participant agrees that the Company will have unilateral authority to amend the Plan and this RSU Agreement without Participant’s
consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares. Finally, the Shares issued pursuant
to this RSU Agreement will be endorsed with appropriate legends, if any, determined by the Company.


 


16. Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
then (a) such provision will be excluded from this Agreement, (b) the balance of this Agreement will be interpreted as if such provision
were so excluded and (c) the balance of this Agreement will be enforceable in accordance with its terms.


 


17. Governing
Law and Venue. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto
will be governed, construed, and interpreted in accordance with the laws of the State of Delaware, without giving effect to such state’s
conflict of laws rules.


 


Any and all disputes relating
to, concerning or arising from this Agreement, or relating to, concerning, or arising from the relationship between the parties evidenced
by the Plan or this Agreement, will be brought and heard exclusively in the United States District Court for the District of Delaware
or any state court in New Castle County, Delaware. Each of the parties hereby represents and agrees that such party is subject to the
personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings
related to, concerning, or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party
may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning, or arising from such
dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.


 


18. No
Rights as Employee, Director or Consultant. Nothing in this Agreement will affect in any manner whatsoever any right or power
of the Employer or the Company to terminate Participant’s Service, for any reason, with or without Cause.


 






    5


     


    

 


19. Consent
to Electronic Delivery of All Plan Documents and Disclosures. By Participant’s acceptance of the Notice (whether in writing
or electronically), Participant and the Company agree that the RSUs are granted under and governed by the terms and conditions of the
Plan, the Notice, and this Agreement. Participant has reviewed the Plan, the Notice, and this Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Notice and Agreement, and fully understands all provisions of the
Plan, the Notice, and this Agreement. Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations
of the Committee upon any questions relating to the Plan, the Notice, and this Agreement. Participant further agrees to notify the Company
upon any change in Participant’s residence address. By acceptance of the RSUs, Participant agrees to participate in the Plan through
an on-line or electronic system established and maintained by the Company or a third party designated by the Company and consents to the
electronic delivery of the Notice, this Agreement, the Plan, account statements, Plan prospectuses required by the U.S. Securities and
Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security
holders (including, without limitation, annual reports and proxy statements), or other communications or information related to the RSUs
and current or future participation in the Plan. Electronic delivery may include the delivery of a link to the Company intranet or the
internet site of a third party involved in administering the Plan, the delivery of the document via e-mail, or such other delivery determined
at the Company’s discretion. Participant acknowledges that Participant may receive from the Company a paper copy of any documents
delivered electronically at no cost if Participant contacts the Company by telephone, through a postal service, or electronic mail to
Stock Administration. Participant further acknowledges that Participant will be provided with a paper copy of any documents delivered
electronically if electronic delivery fails; similarly, Participant understands that Participant must provide on request to the Company
or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, Participant understands
that Participant’s consent may be revoked or changed, including any change in the electronic mail address to which documents are
delivered (if Participant has provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent
by telephone, postal service, or electronic mail to Stock Administration. Finally, Participant understands that Participant is not required
to consent to electronic delivery if local laws prohibit such consent.


 


20. Insider
Trading Restrictions/Market Abuse Laws. Participant acknowledges that, depending on Participant’s country, Participant may
be subject to insider trading restrictions and/or market abuse laws, which may affect Participant’s ability to acquire or sell the
Shares or rights to Shares under the Plan during such times as Participant is considered to have “inside information” regarding
the Company (as defined by the laws in Participant’s country). Any restrictions under these laws or regulations are separate from
and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant acknowledges
that it is Participant’s responsibility to comply with any applicable restrictions and understands that Participant should consult
his or her personal legal advisor on such matters. In addition, Participant acknowledges that he or she read the Company’s Insider
Trading Policy, and agrees to comply with such policy, as it may be amended from time to time, whenever Participant acquires or disposes
of the Company’s securities.


 


21. Code
Section 409A. For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating
to a “separation from service” as defined in Section 409A of the Internal Revenue Code and the regulations thereunder (“Section
409A”). Notwithstanding anything else provided herein, to the extent any payments provided under this RSU Agreement in connection
with Participant’s termination of employment constitute deferred compensation subject to Section 409A, and Participant is deemed
at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment will not
be made or commence until the earlier of (a) the expiration of the six (6) month period measured from Participant’s separation from
service to the Employer or the Company, or (b) the date of Participant’s death following such a separation from service; provided,
however, that such deferral will only be effected to the extent required to avoid adverse tax treatment to Participant including, without
limitation, the additional tax for which Participant would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral.
To the extent any payment under this RSU Agreement may be classified as a “short-term deferral” within the meaning of Section
409A, such payment will be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another
provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2)
of the Treasury Regulations.


 


22. Award
Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the RSUs will be subject to clawback or
recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of Participant’s
employment or other Service that is applicable to Participant. In addition to any other remedies available under such policy and applicable
law, the Company may require the cancellation of Participant’s RSUs (whether vested or unvested) and the recoupment of any gains
realized with respect to Participant’s RSUs.


 


BY ACCEPTING THIS AWARD OF RSUS, PARTICIPANT AGREES
TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.


 


 


6