Exhibit 10.10


 


VACASA, INC.

2021 INCENTIVE AWARD PLAN


 


ARTICLE I.

PURPOSE


 


The Plan’s purpose is to enhance the Company’s
ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing
these individuals with equity ownership opportunities.


 


ARTICLE II.

DEFINITIONS


 


As used in the Plan, the following words and phrases
have the meanings specified below, unless the context clearly indicates otherwise:


 


2.1 “Administrator”
means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee.
With reference to the Board’s or a Committee’s powers or authority under the Plan that have been delegated to one or more
officers pursuant to Section 4.2, the term “Administrator” shall refer to such officer(s) unless and until such
delegation has been revoked.


 


2.2 “Applicable Law”
means any applicable law, including without limitation: (a) provisions of the Code, the Securities Act, the Exchange Act and any
rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations,
whether federal, state, local or foreign; and (c) rules of any securities exchange or automated quotation system on which the
Shares are listed, quoted or traded.


 


2.3 “Award” means
an Option, Stock Appreciation Right, Restricted Stock award, Restricted Stock Unit award, Performance Bonus Award, Performance Stock Unit
award, Dividend Equivalents award or Other Stock or Cash Based Award granted to a Participant under the Plan.


 


2.4 “Award Agreement”
means an agreement evidencing an Award, which may be written or electronic, that contains such terms and conditions as the Administrator
determines, consistent with and subject to the terms and conditions of the Plan.


 


2.5 “Board” means the Board
of Directors of the Company.


 


2.6 “Cause” shall
have the meaning ascribed to such term, or term of similar effect, in any offer letter, employment, severance or similar agreement, including
any Award Agreement, between the Participant and the Company; provided, that in the absence of an offer letter, employment, severance
or similar agreement containing such definition, Cause means, with respect to a Participant, the occurrence of any of the following: (a) an
act of dishonesty made by the Participant in connection with the Participant’s responsibilities as a Service Provider; (b) the
Participant’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other
act of moral turpitude, or a material violation of federal or state law by the Participant that the Administrator reasonably determines
has had or will have a material detrimental effect on the reputation or business of the Company or any of its Subsidiaries; (c) the
Participant’s gross misconduct; (d) the Participant’s willful and material unauthorized use or disclosure of any proprietary
information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result
of the Participant’s relationship with the Company or any of its Subsidiaries; (e) the Participant’s willful breach of
any material obligations under any written agreement or covenant with the Company or any of its Subsidiaries; or (f) the Participant’s
continued substantial failure to perform the Participant’s duties as a Service Provider (other than as a result of the Participant’s
physical or mental incapacity) after the Participant has received a written demand for performance that specifically sets forth the factual
basis for the determination that the Participant has not substantially performed the Participant’s duties and has failed to cure
such non-performance to the Administrator’s reasonable satisfaction within 20 business days after receiving such notice. For purposes
of this definition, no act or failure to act shall be considered willful unless it is done in bad faith and without reasonable intent
that the act or failure to act was in the best interest of the Company or required by law. Any act, or failure to act, based upon authority
or instructions given to the Participant pursuant to a direct instruction from the Company’s chief executive officer or based on
the advice of counsel for the Company will be conclusively presumed to be done or omitted to be done by the Participant in good faith
and in the best interest of the Company.


 






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2.7 “Change in Control” means
the occurrence of any of the following events:


 


(a) any “person” or
 “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit
plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator
of any such plan) becomes the “beneficial owner” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act),
directly or indirectly, of shares of Common Stock, preferred stock and/or any other class or classes of capital stock of the Company (if
any) representing in the aggregate more than 50% of the voting power of all of the outstanding shares of capital stock of the Company
entitled to vote;


 


(b) the stockholders of the Company
approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement or series of related agreements
for the sale or other disposition, directly or indirectly, by the Company of all or substantially all of the Company’s assets (including
a sale of all or substantially all of the assets of Vacasa Holdings); or


 


(c) there is consummated a merger
or consolidation of the Company with any other corporation or entity, and, immediately after the consummation of such merger or consolidation,
the voting securities of the Company immediately prior to such merger or consolidation do not continue to represent, or are not converted
into, more than 50% of the combined voting power of the then outstanding voting securities of the Person resulting from such merger or
consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof.


 


Notwithstanding the foregoing, a “Change in Control”
shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately
following which the record holders of the Common Stock, preferred stock and/or any other class or classes of capital stock of the Company
immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in and
voting control over, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of the Company
immediately following such transaction or series of transactions.


 


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


 


The Administrator shall have full and final authority, which
shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition,
the date of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction
with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall
be consistent with such regulation.


 


2.8 “Code” means
the U.S. Internal Revenue Code of 1986, as amended, and all regulations, guidance, compliance programs and other interpretative authority
issued thereunder.


 


2.9 “Committee”
means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to
the extent permitted by Applicable Law. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each
member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3,
a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as
a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that
is otherwise validly granted under the Plan.


 






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2.10 “Common Stock” means
the Class A common stock of the Company.


 


2.11 “Company” means Vacasa, Inc.,
a Delaware corporation, or any successor.


 


2.12 “Consultant”
means any person, including any adviser, engaged by the Company or a Subsidiary to render services to such entity if the consultant or
adviser: (i) renders bona fide services to the Company or a Subsidiary; (ii) renders services not in connection with the offer
or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s
securities; and (iii) is a natural person.


 


2.13 “Designated Beneficiary”
means, if permitted by the Company, the beneficiary or beneficiaries the Participant designates, in a manner the Company determines,
to receive amounts due or exercise the Participant’s rights if the Participant dies. Without a Participant’s effective designation,
 “Designated Beneficiary” will mean the Participant’s estate or legal heirs.


 


2.14 “Director” means a Board
member.


 


2.15 “Disability” means a
permanent and total disability under Section 22(e)(3) of the Code.


 


2.16 “Dividend Equivalents”
means a right granted to a Participant to receive the equivalent value (in cash or Shares) of dividends paid on a specified number of
Shares. Such Dividend Equivalent shall be converted to cash or additional Shares, or a combination of cash and Shares, by such formula
and at such time and subject to such limitations as may be determined by the Administrator.


 


2.17 “DRO” means
a “domestic relations order” as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder.


 


2.18 “Effective Date” has
the meaning set forth in Section 11.3.


 


2.19 “Employee” means any
employee of the Company or any of its Subsidiaries.


 


2.20 “Equity Restructuring”
means a nonreciprocal transaction between the Company and its stockholders or Vacasa Holdings and its members holding Vacasa Units, such
as a stock dividend, unit distribution, stock or Vacasa Unit split (including a reverse stock or unit split), spin-off or recapitalization
through a large, nonrecurring cash dividend or distribution, that affects the number or kind of Shares or Vacasa Units (or other Company
or Vacasa Holdings securities) or the share price of Common Stock or Vacasa Units (or other Company or Vacasa Holdings securities) and
causes a change in the per share value of the Common Stock or Vacasa Units underlying outstanding Awards.


 


2.21 “Exchange Act”
means the U.S. Securities Exchange Act of 1934, as amended, and all regulations, guidance and other interpretative authority issued thereunder.


 


2.22 “Fair Market Value”
means, as of any date, the value of a Share determined as follows: (i) if the Common Stock is listed on any established stock exchange,
the value of a Share will be the closing sales price for a Share as quoted on such exchange for such date, or if no sale occurred on such
date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the
Administrator deems reliable; (ii) if the Common Stock is not listed on an established stock exchange but is quoted on a national
market or other quotation system, the value of a Share will be the closing sales price for a Share on such date, or if no sales occurred
on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or
another source the Administrator deems reliable; or (iii) if the Common Stock is not listed on any established stock exchange or
quoted on a national market or other quotation system, the value established by the Administrator in its sole discretion.


 


2.23 “Greater Than 10% Stockholder”
means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting
power of all classes of stock of the Company or any parent corporation or subsidiary corporation of the Company, as determined in accordance
with in Section 424(e) and (f) of the Code, respectively.


 






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2.24 “Incentive Stock Option”
means an Option that meets the requirements to qualify as an “incentive stock option” as defined in Section 422 of the
Code.


 


2.25 “Non-Employee Director”
means a Director who is not an Employee.


 


2.26 “Nonqualified Stock Option”
means an Option that is not an Incentive Stock Option.


 


2.27 “Option” means
a right granted under Article VI to purchase a specified number of Shares at a specified price per Share during a specified time
period. An Option may be either an Incentive Stock Option or a Nonqualified Stock Option.


 


2.28 “Other Stock or Cash Based
Awards” means cash awards, awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise
based on, Shares or other property.


 


2.29 “Overall Share Limit”
means the sum of (i) [           ]1 Shares; (ii) any
Shares that are subject to Prior Plan Awards that become available for issuance under the Plan pursuant to Article V; and (iii) an
annual increase on the first day of each fiscal year beginning in 2022 and ending in 2031, equal to the least of (A) 3% of the Shares
outstanding on the last day of the immediately preceding fiscal year (determined on an as-converted basis taking into account all securities
convertible into, exercisable, exchangeable or redeemable for Shares, including, without limitation, the Vacasa Units that are redeemable
pursuant to the Vacasa Holdings LLCA), (B) an amount of additional Shares such that the total number of Shares available for issuance
under the Plan on such first day of the year, after giving effect to the additional Shares, equals 5% of the Shares outstanding on the
last day of the immediately preceding fiscal year (determined on the same basis as in clause (A)), and (C) such smaller number of
Shares as determined by the Board or the Committee.


 


2.30 “Pace” means
TPG Pace Solutions Corp., an exempted company incorporated in the Cayman Islands.


 


2.31 “Participant” means
a Service Provider who has been granted an Award.


 


2.32 “Performance Bonus Award”
has the meaning set forth in Section 8.3.


 


2.33 “Performance Stock Unit”
means a right granted to a Participant pursuant to Section 8.1 and subject to Section 8.2, to receive Shares, the payment of
which is contingent upon achieving certain performance goals or other performance-based targets established by the Administrator.


 


2.34 “Permitted Transferee”
means, with respect to a Participant, any “family member” of the Participant, as defined in the General Instructions to Form S-8
Registration Statement under the Securities Act (or any successor form thereto), or any other transferee specifically approved by the
Administrator after taking into account Applicable Law.


 


2.35 “Plan” means this 2021
Incentive Award Plan.


 


2.36 “Prior Plans”
means, collectively, the TurnKey Vacations, Inc. 2014 Equity Incentive Plan and the Vacasa Holdings LLC 2016 Equity Compensation
Incentive Plan, each as amended.


 


2.37 “Prior Plan Award”
means an award outstanding under a Prior Plan as of the Effective Date.


 


2.38 “Restricted Stock”
means Shares awarded to a Participant under Article VII, subject to certain vesting conditions and other restrictions.


 


2.39 “Restricted Stock Unit”
means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in cash or other consideration
determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.


 


2.40 “Rule 16b-3” means
Rule 16b-3 promulgated under the Exchange Act.


 


 









		1	Note to Draft: Amount to equal 5% of the fully diluted shares of Common Stock to be outstanding immediately after the closing
of the business combination on as-converted or as-exchanged basis, and, for the avoidance of doubt, after giving effect to the PIPE investment.


 






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2.41 “Section 409A”
means Section 409A of the Code.


 


2.42 “Securities Act”
means the Securities Act of 1933, as amended, and all regulations, guidance and other interpretative authority issued thereunder.


 


2.43 “Service Provider” means
an Employee, Consultant or Director.


 


2.44 “Shares” means shares
of Common Stock.


 


2.45 “Stock Appreciation Right”
or “SAR” means a right granted under Article VI to receive a payment equal to the excess of the Fair Market
Value of a specified number of Shares on the date the right is exercised over the exercise price set forth in the applicable Award Agreement.


 


2.46 “Subsidiary”
means a corporation, partnership, or any other entity (other than the Company), whether U.S. or non-U.S., in an unbroken chain of entities
beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of
the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or
interests in one of the other entities in such chain (including, for clarity, Vacasa Holdings).


 


2.47 “Substitute Awards”
means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted,
or the right or obligation to make future awards, in each case by a company or other entity acquired by the Company or any Subsidiary
or with which the Company or any Subsidiary combines.


 


2.48 “Tax-Related Items”
means any U.S. and non-U.S. federal, state and/or local taxes (including, without limitation, income tax, social insurance contributions,
fringe benefit tax, employment tax, stamp tax and any employer tax liability which has been transferred to a Participant) for which a
Participant is liable in connection with Awards and/or Shares.


 


2.49 “Termination of Service”
means:


 


(a) As to a Consultant, the time
when the engagement of a Participant as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause,
including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where the Consultant simultaneously
commences or remains in employment or service with the Company or any Subsidiary.


 


(b) As to a Non-Employee Director,
the time when a Participant who is a Non-Employee Director ceases to be a Director for any reason, including, without limitation, a termination
by resignation, failure to be elected, death or retirement, but excluding terminations where the Participant simultaneously commences
employment or service or remains in service with the Company or any Subsidiary.


 


(c) As to an Employee, the time
when the employee-employer relationship between a Participant and the Company or any Subsidiary is terminated for any reason, including,
without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding terminations where the Participant
simultaneously commences or remains in employment or service with the Company or any Subsidiary.


 


The Company, in its sole discretion, shall determine
the effect of all matters and questions relating to any Termination of Service, including, without limitation, whether a Termination of
Service has occurred, whether a Termination of Service resulted from a discharge for Cause and all questions of whether particular leaves
of absence constitute a Termination of Service. For purposes of the Plan, a Participant’s employee-employer relationship or consultancy
relationship shall be deemed to be terminated in the event that the Subsidiary employing or contracting with such Participant ceases to
remain a Subsidiary following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off),
even though the Participant may subsequently continue to perform services for that entity.


 


2.50 “Vacasa Holdings” means
Vacasa Holdings LLC, a Delaware limited liability company.


 






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2.51 “Vacasa Holdings LLCA”
means the Fourth Amended and Restated Limited Liability Company Agreement of Vacasa Holdings (as it may be amended from time to time).


 


2.52 “Vacasa Units”
means a limited liability company unit of Vacasa Holdings that is redeemable for one Share, pursuant to the Vacasa Holdings LLCA.


 


ARTICLE III.

ELIGIBILITY


 


Service Providers are eligible to be granted Awards
under the Plan, subject to the limitations described herein. No Service Provider shall have any right to be granted an Award pursuant
to the Plan and neither the Company nor the Administrator is obligated to treat Service Providers, Participants or any other persons uniformly.


 


ARTICLE IV.

ADMINISTRATION AND DELEGATION


 


4.1 Administration. 


 


(a) The Plan is administered by
the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards and set Award terms
and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and
make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative
rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions, reconcile
inconsistencies in the Plan or any Award and make all other determinations that it deems necessary or appropriate to administer the Plan
and any Awards. The Administrator (and each member thereof) is entitled to, in good faith, rely or act upon any report or other information
furnished to it, him or her by any officer or other employee of the Company or any Subsidiary, the Company’s independent certified
public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration
of the Plan. The Administrator’s determinations under the Plan are in its sole discretion and will be final, binding and conclusive
on all persons having or claiming any interest in the Plan or any Award.


 


(b) Without limiting the foregoing,
the Administrator has the exclusive power, authority and sole discretion to: (i) designate Participants; (ii) determine the
type or types of Awards to be granted to each Participant; (iii) determine the number of Awards to be granted and the number of Shares
to which an Award will relate; (iv) subject to the limitations in the Plan, determine the terms and conditions of any Award and related
Award Agreement, including, but not limited to, the exercise price, grant price, purchase price, any performance criteria, any restrictions
or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award,
and accelerations, waivers or amendments thereof; (v) determine whether, to what extent, and under what circumstances an Award may
be settled in, or the exercise price of an Award may be paid in cash, Shares, or other property, or an Award may be canceled, forfeited,
or surrendered; and (vi) make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator
deems necessary or advisable to administer the Plan.


 


4.2 Delegation of Authority. To
the extent permitted by Applicable Law, the Board or any Committee may delegate any or all of its powers under the Plan to one or more
Committees or officers of the Company or any of its Subsidiaries; provided, however, that in no event shall an officer of the Company
or any of its Subsidiaries be delegated the authority to grant Awards to, or amend Awards held by, the following individuals: (a) individuals
who are subject to Section 16 of the Exchange Act, or (b) officers of the Company or any of its Subsidiaries or Directors to
whom authority to grant or amend Awards has been delegated hereunder. Any delegation hereunder shall be subject to the restrictions and
limits that the Board or Committee specifies at the time of such delegation or that are otherwise included in the applicable organizational
documents, and the Board or Committee, as applicable, may at any time rescind the authority so delegated or appoint a new delegatee. At
all times, the delegatee appointed under this Section 4.2 shall serve in such capacity at the pleasure of the Board or the Committee,
as applicable, and the Board or the Committee may abolish any committee at any time and re-vest in itself any previously delegated authority.
Further, regardless of any delegation, the Board or a Committee may, in its discretion, exercise any and all rights and duties as the
Administrator under the Plan delegated thereby, except with respect to Awards that are required to be determined in the sole discretion
of the Committee under the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted
or traded.


 






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ARTICLE V.

STOCK AVAILABLE FOR AWARDS


 


5.1 Number of Shares. Subject
to adjustment under Article IX and the terms of this Article V, Awards may be made under the Plan covering up to the Overall
Share Limit. As of the Effective Date, the Company will cease granting awards under the Prior Plans; however, Prior Plan Awards will
remain subject to the terms of the Prior Plans. Shares issued or delivered under the Plan may consist of authorized but unissued Shares,
Shares purchased on the open market or treasury Shares.


 


5.2 Share Recycling. 


 


(a) If all or any part of an Award
or Prior Plan Award expires, lapses or is terminated, converted into an award in respect of shares of another entity in connection
with a spin-off or other similar event, exchanged for or settled in cash, surrendered, repurchased, canceled without having been fully
exercised or forfeited, in any case, in a manner that results in the Company acquiring Shares covered by the Award or Prior Plan Award
at a price not greater than the price (as adjusted to reflect any Equity Restructuring) paid by the Participant for such Shares or not
issuing any Shares covered by the Award or Prior Plan Award, the unused Shares covered by the Award or Prior Plan Award will,
as applicable, become or again be available for Awards under the Plan. The payment of Dividend Equivalents in cash in conjunction with
any outstanding Awards or Prior Plan Awards shall not count against the Overall Share Limit.


 


(b) In addition, the following
Shares shall be available for future grants of Awards: (i) Shares tendered by a Participant or withheld by the Company in payment
of the exercise price of an Option or any stock option granted under a Prior Plan; (ii) Shares tendered by the Participant or withheld
by the Company to satisfy any tax withholding obligation with respect to an Award or any Prior Plan Award; and (iii) Shares
subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise
thereof. Notwithstanding the provisions of this Section 5.2(b), no Shares may again be optioned, granted or awarded pursuant to an
Incentive Stock Option if such action would cause such Option to fail to qualify as an incentive stock option under Section 422 of
the Code.


 


5.3 Incentive Stock Option Limitations. Notwithstanding
anything to the contrary herein, no more than [       ] Shares (as adjusted to reflect any Equity
Restructuring) may be issued pursuant to the exercise of Incentive Stock Options.


 


5.4 Substitute Awards. In connection
with an entity’s merger or consolidation with the Company or any Subsidiary or the Company’s or any Subsidiary’s acquisition
of an entity’s property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based
awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards may be granted on such terms and
conditions as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count
against the Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the
Plan as provided above), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum
number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan. Additionally, in the event that
a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a
pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, if elected by the Administrator,
the shares available for grant pursuant to the terms of such pre-existing plan (as appropriately adjusted to reflect the transaction)
may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such
Awards may again become available for Awards under the Plan as provided under Section 5.2 above); provided that Awards using such
available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent
the acquisition or combination, and shall only be made to individuals who were not Employees, Directors or Consultants prior to such acquisition
or combination.


 






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5.5  Non-Employee Director Award Limit. Notwithstanding
any provision to the contrary in the Plan or in any policy of the Company regarding non-employee director compensation, the sum of the
grant date fair value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification
Topic 718, or any successor thereto) of all equity-based Awards and the maximum amount that may become payable pursuant to all cash-based
Awards that may be granted to a Service Provider as compensation for services as a Non-Employee Director during any calendar year shall
not exceed $1,500,000.


 


ARTICLE VI.

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS


 


6.1 General. The Administrator
may grant Options or Stock Appreciation Rights to one or more Service Providers, subject to such terms and conditions not inconsistent
with the Plan as the Administrator shall determine. The Administrator will determine the number of Shares covered by each Option and Stock
Appreciation Right, the exercise price of each Option and Stock Appreciation Right and the conditions and limitations applicable to the
exercise of each Option and Stock Appreciation Right. A Stock Appreciation Right will entitle the Participant (or other person entitled
to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Stock Appreciation
Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise
price per Share of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation Right is exercised,
subject to any limitations of the Plan or that the Administrator may impose and payable in cash, Shares valued at Fair Market Value on
the date of exercise or a combination of the two as the Administrator may determine or provide in the Award Agreement.


 


6.2 Exercise Price. The Administrator
will establish each Option’s and Stock Appreciation Right’s exercise price and specify the exercise price in the Award Agreement.
Subject to Section 6.6, the exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option or
Stock Appreciation Right. Notwithstanding the foregoing, in the case of an Option or Stock Appreciation Right that is a Substitute Award,
the exercise price per share of the Shares subject to such Option or Stock Appreciation Right, as applicable, may be less than the Fair
Market Value per share on the date of grant; provided that the exercise price of any Substitute Award shall be determined in accordance
with the applicable requirements of Sections 424 and 409A of the Code.


 


6.3 Duration of Options. Subject
to Section 6.6, each Option or Stock Appreciation Right will be exercisable at such times and as specified in the Award Agreement,
provided that the term of an Option or Stock Appreciation Right will not exceed ten years; provided, further, that, unless otherwise
determined by the Administrator or specified in the Award Agreement, (a) no portion of an Option or Stock Appreciation Right which
is unexercisable at a Participant’s Termination of Service shall thereafter become exercisable and (b) the portion of an Option
or Stock Appreciation Right that is unexercisable at a Participant’s Termination of Service shall automatically expire on the date
of such Termination of Service. In addition, in no event shall an Option or Stock Appreciation Right granted to an Employee who is a non-exempt
employee for purposes of overtime pay under the U.S. Fair Labor Standards Act of 1938 be exercisable earlier than six months after
its date of grant. Notwithstanding the foregoing, if the Participant, prior to the end of the term of an Option or Stock Appreciation
Right, commits an act of Cause (as determined by the Administrator), or violates any non-competition, non-solicitation or confidentiality
provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the
Company or any of its Subsidiaries, the right to exercise the Option or Stock Appreciation Right, as applicable, may be terminated by
the Company and the Company may suspend the Participant’s right to exercise the Option or Stock Appreciation Right when it reasonably
believes that the Participant may have participated in any such act or violation.


 


6.4 Exercise. Options and Stock
Appreciation Rights may be exercised by delivering to the Company (or such other person or entity designated by the Administrator) a notice
of exercise, in a form and manner the Company approves (which may be written, electronic or telephonic and may contain representations
and warranties deemed advisable by the Administrator), signed or authenticated by the person authorized to exercise the Option or Stock
Appreciation Right, together with, as applicable, (a) payment in full of the exercise price for the number of Shares for which the
Option is exercised in a manner specified in Section 6.5 and (b) satisfaction in full of any withholding obligation for Tax-Related
Items in a manner specified in Section 10.5. The Administrator may, in its discretion, limit exercise with respect to fractional
Shares and require that any partial exercise of an Option or Stock Appreciation Right be with respect to a minimum number of Shares.


 






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6.5 Payment Upon Exercise. The
Administrator shall determine the methods by which payment of the exercise price of an Option shall be made, including, without limitation:


 


(a) Cash, check or wire transfer
of immediately available funds; provided that the Company may limit the use of one of the foregoing methods if one or more of the methods
below is permitted;


 


(b) If there is a public market
for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including electronically or telephonically
to the extent permitted by the Company) of a notice that the Participant has placed a market sell order with a broker acceptable to the
Company with respect to Shares then issuable upon exercise of the Option and that the broker has been directed to deliver promptly to
the Company funds sufficient to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy of irrevocable
and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company an amount sufficient to pay the
exercise price by cash, wire transfer of immediately available funds or check; provided that such amount is paid to the Company at such
time as may be required by the Company;


 


(c) To the extent permitted by
the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant valued at their Fair Market
Value on the date of delivery;


 


(d) To the extent permitted by
the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their Fair Market Value on the exercise
date;


 


(e) To the extent permitted by
the Administrator, delivery of a promissory note or any other lawful consideration; or


 


(f) To the extent permitted by the Administrator, any
combination of the above payment forms.


 


6.6 Additional Terms of Incentive Stock
Options. The Administrator may grant Incentive Stock Options only to employees of the Company, any of its present or future parent
or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the
employees of which are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option is granted to a Greater
Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the
term of the Option will not exceed five years. All Incentive Stock Options (and Award Agreements related thereto) will be subject
to and construed consistently with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees to give
prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired
under the Option made within (a) two years from the grant date of the Option or (b) one year after the transfer of such
Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant realized, in cash,
other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the
Administrator will be liable to a Participant, or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive
stock option” under Section 422 of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive
stock option” under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a
fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Nonqualified Stock
Option.


 






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ARTICLE VII.

RESTRICTED STOCK; RESTRICTED STOCK UNITS


 


7.1 General. The Administrator
may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to forfeiture or the Company’s
right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant if conditions
the Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that
the Administrator establishes for such Award. In addition, the Administrator may grant Restricted Stock Units, which may be subject to
vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement, to Service
Providers. The Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock and Restricted Stock
Units; provided, however, that if a purchase price is charged, such purchase price shall be no less than the par value, if any, of the
Shares to be purchased, unless otherwise permitted by Applicable Law. In all cases, legal consideration shall be required for each issuance
of Restricted Stock and Restricted Stock Units to the extent required by Applicable Law. The Award Agreement for each Award of Restricted
Stock and Restricted Stock Units shall set forth the terms and conditions not inconsistent with the Plan as the Administrator shall determine.


 


7.2 Restricted Stock. 


 


(a) Stockholder Rights. Unless
otherwise determined by the Administrator, each Participant holding shares of Restricted Stock will be entitled to all the rights of a
stockholder with respect to such Shares, subject to the restrictions in the Plan and the applicable Award Agreement, including the right
to receive all dividends and other distributions paid or made with respect to the Shares to the extent such dividends and other distributions
have a record date that is on or after the date on which such Participant becomes the record holder of such Shares; provided, however,
that with respect to a share of Restricted Stock subject to restrictions or vesting conditions, except in connection with a spin-off or
other similar event as otherwise permitted under Section 9.2, dividends which are paid to Company stockholders prior to the removal
of restrictions and satisfaction of vesting conditions shall only be paid to the Participant to the extent that the restrictions are subsequently
removed and the vesting conditions are subsequently satisfied and the share of Restricted Stock vests.


 


(b) Stock Certificates. The
Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates issued in respect
of shares of Restricted Stock, together with a stock power endorsed in blank.


 


(c) Section 83(b) Election. If
a Participant makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Stock as of the date
of transfer of the Restricted Stock rather than as of the date or dates upon which such Participant would otherwise be taxable under Section 83(a) of
the Code, such Participant shall be required to deliver a copy of such election to the Company promptly after filing such election with
the Internal Revenue Service along with proof of the timely filing thereof.


 


7.3 Restricted Stock Units. The
Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable after the Restricted
Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, subject to compliance with
Applicable Law.


 


ARTICLE VIII.

OTHER TYPES OF AWARDS


 


8.1 General. The Administrator
may grant Performance Stock Unit awards, Performance Bonus Awards, Dividend Equivalents or Other Stock or Cash Based Awards, to one or
more Service Providers, in such amounts and subject to such terms and conditions not inconsistent with the Plan as the Administrator shall
determine.


 


8.2 Performance Stock Unit Awards. Each
Performance Stock Unit award shall be denominated in a number of Shares or in unit equivalents of Shares or units of value (including
a dollar value of Shares) and may be linked to any one or more of performance or other specific criteria, including service to the Company
or Subsidiaries, determined to be appropriate by the Administrator, in each case on a specified date or dates or over any period or periods
determined by the Administrator. In making such determinations, the Administrator may consider (among such other factors as it deems relevant
in light of the specific type of award) the contributions, responsibilities and other compensation of the particular Participant.


 






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8.3 Performance Bonus Awards. Each
right to receive a bonus granted under this Section 8.3 shall be denominated in the form of cash (but may be payable in cash, stock
or a combination thereof) (a “Performance Bonus Award”) and shall be payable upon the attainment of performance
goals that are established by the Administrator and relate to one or more of performance or other specific criteria, including service
to the Company or Subsidiaries, in each case on a specified date or dates or over any period or periods determined by the Administrator.


 


8.4 Dividend Equivalents. If
the Administrator provides, an Award (other than an Option or Stock Appreciation Right) may provide a Participant with the right to receive
Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares
and subject to the same restrictions on transferability and forfeitability as the Award with respect to which the Dividend Equivalents
are granted and subject to other terms and conditions as set forth in the Award Agreement. Notwithstanding anything to the contrary herein,
Dividend Equivalents with respect to an Award subject to vesting shall either (i) to the extent permitted by Applicable Law, not
be paid or credited or (ii) be accumulated and subject to vesting to the same extent as the related Award. All such Dividend Equivalents
shall be paid at such time as the Administrator shall specify in the applicable Award Agreement.


 


8.5 Other Stock or Cash Based Awards. Other
Stock or Cash Based Awards may be granted to Participants, including Awards entitling Participants to receive cash or Shares to be delivered
in the future and annual or other periodic or long-term cash bonus awards (whether based on specified performance criteria or otherwise),
in each case subject to any conditions and limitations in the Plan. Such Other Stock or Cash Based Awards will also be available as a
payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is
otherwise entitled. Other Stock or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator determines. Subject
to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Stock or Cash Based Award, including
any purchase price, performance goal(s), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award
Agreement. Except in connection with a spin-off or other similar event as otherwise permitted under Article IX, dividends that are
paid prior to vesting of any Other Stock or Cash Based Award shall only be paid to the applicable Participant to the extent that the vesting
conditions are subsequently satisfied and the Other Stock or Cash Based Award vests.


 


ARTICLE IX.

ADJUSTMENTS FOR CHANGES IN COMMON STOCK

AND CERTAIN OTHER EVENTS


 


9.1 Equity Restructuring. In
connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article IX, the Administrator will equitably
adjust the terms of the Plan and each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include
(i) adjusting the number and type of securities subject to each outstanding Award or with respect to which Awards may be granted
under the Plan (including, but not limited to, adjustments of the limitations in Article V hereof on the maximum number and kind
of shares that may be issued); (ii) adjusting the terms and conditions of (including the grant or exercise price), and the performance
goals or other criteria included in, outstanding Awards; and (iii) granting new Awards or making cash payments to Participants. The
adjustments provided under this Section 9.1 will be nondiscretionary and final and binding on all interested parties, including the
affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.


 


9.2 Corporate Transactions. In
the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), reorganization,
merger, consolidation, split-up, spin off, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale,
transfer, exchange or other disposition of all or substantially all of the assets of the Company or Vacasa Holdings, or sale or exchange
of Common Stock, Vacasa Units or other securities of the Company or Vacasa Holdings, Change in Control, issuance of warrants or other
rights to purchase Common Stock, Vacasa Units or other securities of the Company or Vacasa Holdings, other similar corporate transaction
or event, other unusual or nonrecurring transaction or event affecting the Company or its financial statements or Vacasa Holdings or any
change in any Applicable Law or accounting principles, the Administrator, on such terms and conditions as it deems appropriate, either
by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to
a change in Applicable Law or accounting principles may be made within a reasonable period of time after such change), is hereby authorized
to take any action the Administrator determines to be appropriate in order to (x) prevent dilution or enlargement of the benefits
or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under
the Plan, (y) facilitate such transaction or event or (z) give effect to such changes in Applicable Law or accounting principles,
including, without limitation, any of the following:


 


(a) To provide for the cancellation
of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained
upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested
portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of the
vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero, then the Award
may be terminated without payment;


 



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(b) To provide that such Award
shall vest and, to the extent applicable, be exercisable as to all Shares (or other property) covered thereby, notwithstanding anything
to the contrary in the Plan or the provisions of such Award;


 


(c) To provide that such Award
be assumed by the successor or survivor corporation or entity, or a parent or subsidiary thereof, or shall be substituted for by awards
covering the stock of the successor or survivor corporation or entity, or a parent or subsidiary thereof, with appropriate adjustments
as to the number and kind of shares and applicable exercise or purchase price, in all cases, as determined by the Administrator;


 


(d) To make adjustments in the
number and type of shares of Common Stock (or other securities or property) subject to outstanding Awards or with respect to which Awards
may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article V hereof on the maximum number
and kind of shares which may be issued) or in the terms and conditions of (including the grant or exercise price), and the criteria included
in, outstanding Awards;


 


(e) To replace such Award with other rights or property
selected by the Administrator; or


 


(f) To provide that the Award
will terminate and cannot vest, be exercised or become payable after the applicable event.


 


9.3 Administrative Stand Still. In
the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other
than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change affecting the Shares or
the share price of Common Stock (including any Equity Restructuring or any securities offering or other similar transaction) or for reasons
of administrative convenience or to facilitate compliance with any Applicable Law, the Company may refuse to permit the exercise or settlement
of one or more Awards for such period of time as the Administrator may determine to be reasonably appropriate under the circumstances.


 


9.4 General. Except as expressly
provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or
consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or dissolution, liquidation,
merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring under
Section 9.1 above or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities
convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award
or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not
affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization
or other change in the Company’s capital structure or its business, (ii) any merger, consolidation, spinoff, dissolution or
liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including securities with rights
superior to those of the Shares or securities convertible into or exchangeable for Shares.


 






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ARTICLE X.

PROVISIONS APPLICABLE TO AWARDS


 


10.1 Transferability. 


 


(a) No Award may be sold, assigned,
transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution,
or, subject to the Administrator’s consent, pursuant to a DRO, unless and until such Award has been exercised or the Shares underlying
such Award have been issued, and all restrictions applicable to such Shares have lapsed. During the life of a Participant, Awards will
be exercisable only by the Participant, unless it has been disposed of pursuant to a DRO. After the death of a Participant, any exercisable
portion of an Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Award Agreement, be
exercised by the Participant’s personal representative or by any person empowered to do so under the deceased Participant’s
will or under the then-Applicable Law of descent and distribution. References to a Participant, to the extent relevant in the context,
will include references to a transferee approved by the Administrator.


 


(b) Notwithstanding Section 10.1(a),
the Administrator, in its sole discretion, may determine to permit a Participant or a Permitted Transferee of such Participant to transfer
an Award other than an Incentive Stock Option (unless such Incentive Stock Option is intended to become a Nonqualified Stock Option) to
any one or more Permitted Transferees of such Participant, subject to the following terms and conditions: (i) an Award transferred
to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than (A) to another Permitted
Transferee of the applicable Participant with the Administrator’s consent (in its sole discretion) or (B) by will or the laws
of descent and distribution or, subject to the consent of the Administrator, pursuant to a domestic relations order; (ii) an Award
transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original
Participant (other than the ability to further transfer the Award to any Person other than another Permitted Transferee of the applicable
Participant); (iii) the Participant (or transferring Permitted Transferee) and the receiving Permitted Transferee shall execute any
and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee
as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under Applicable Law and (C) evidence
the transfer; and (iv) any transfer of an Award to a Permitted Transferee shall be without consideration, except as required by Applicable
Law. In addition, and further notwithstanding Section 10.1(a), the Administrator, in its sole discretion, may determine to permit
a Participant to transfer Incentive Stock Options to a trust that constitutes a Permitted Transferee if, under Section 671 of the
Code and other Applicable Law, the Participant is considered the sole beneficial owner of the Incentive Stock Option while it is held
in the trust.


 


(c) Notwithstanding Section 10.1(a),
if permitted by the Administrator, a Participant may, in the manner determined by the Administrator, designate a Designated Beneficiary.
A Designated Beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to
all terms and conditions of the Plan and any Award Agreement applicable to the Participant and any additional restrictions deemed necessary
or appropriate by the Administrator. If the Participant is married or a domestic partner in a domestic partnership qualified under Applicable
Law and resides in a community property state, a designation of a person other than the Participant’s spouse or domestic partner,
as applicable, as the Participant’s Designated Beneficiary with respect to more than 50% of the Participant’s interest in
the Award shall not be effective without the prior written or electronic consent of the Participant’s spouse or domestic partner.
Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time; provided that the change or
revocation is delivered in writing to the Administrator prior to the Participant’s death.


 


10.2 Documentation. Each Award
will be evidenced in an Award Agreement in such form as the Administrator determines in its discretion. Each Award may contain such terms
and conditions as are determined by the Administrator in its sole discretion, to the extent not inconsistent with those set forth in the
Plan.


 


10.3 Discretion. Except as the
Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant
need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.


 






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10.4 Changes in Participant’s Status. The
Administrator will determine how the disability, death, retirement, authorized leave of absence or any other change or purported change
in a Participant’s Service Provider status affects an Award and the extent to which, and the period during which, the Participant,
the Participant’s legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, if
applicable. Except to the extent otherwise required by Applicable Law or expressly authorized by the Company or by the Company’s
written policy on leaves of absence, no service credit shall be given for vesting purposes for any period the Participant is on a leave
of absence.


 


10.5 Withholding. Each Participant
must pay the Company or a Subsidiary, as applicable, or make provision satisfactory to the Administrator for payment of, any Tax-Related
Items required by Applicable Law to be withheld in connection with such Participant’s Awards and/or Shares by the date of the event
creating the liability for Tax-Related Items. At the Company’s discretion and subject to any Company insider trading policy (including
black-out periods), any withholding obligation for Tax-Related Items may be satisfied by (i) deducting an amount sufficient to satisfy
such withholding obligation from any payment of any kind otherwise due to a Participant; (ii) accepting a payment from the Participant
in cash, by wire transfer of immediately available funds, or by check made payable to the order of the Company or a Subsidiary, as applicable;
(iii) accepting the delivery of Shares, including Shares delivered by attestation; (iv) retaining Shares from the Award creating
the withholding obligation for Tax-Related Items, valued on the date of delivery, (v) if there is a public market for Shares at the
time the withholding obligation for Tax-Related Items is satisfied, selling Shares issued pursuant to the Award creating the withholding
obligation for Tax-Related Items, either voluntarily by the Participant or mandatorily by the Company; (vi) accepting delivery of
a promissory note or any other lawful consideration; or (vii) any combination of the foregoing payment forms. The amount withheld
pursuant to any of the foregoing payment forms shall be determined by the Company and may be up to, but no greater than, the aggregate
amount of such obligations based on the maximum statutory withholding rates in the applicable Participant’s jurisdiction for all
Tax-Related Items that are applicable to such taxable income. If any tax withholding obligation will be satisfied under clause (v) of
the preceding paragraph, each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization
to the Company and instruction and authorization to any brokerage firm selected by the Company to effect the sale to complete the transactions
described in clause (v).


 


10.6 Amendment of Award; Repricing. The
Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different
type, changing the exercise or settlement date, and converting an Incentive Stock Option to a Nonqualified Stock Option. The Participant’s
consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely
affect the Participant’s rights under the Award, or (ii) the change is permitted under Article IX or pursuant to Section 11.6.
In addition, the Administrator shall, without the approval of the stockholders of the Company, have the authority to (a) amend any
outstanding Option or Stock Appreciation Right to reduce its exercise price per Share, or (b) cancel any Option or Stock Appreciation
Right in exchange for cash or another Award.


 


10.7 Conditions on Delivery of Stock. The
Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan
until (i) all Award conditions have been met or removed to the Company’s satisfaction, (ii) as determined by the Company,
all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including, without limitation, any applicable
securities laws and stock exchange or stock market rules and regulations, (iii) any approvals from governmental agencies that
the Company determines are necessary or advisable have been obtained, and (iv) the Participant has executed and delivered to the
Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy Applicable Law. The inability
or impracticability of the Company to obtain or maintain authority from any regulatory body having jurisdiction, which authority is deemed
by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained, and
shall constitute circumstances in which the Administrator may determine to amend or cancel Awards pertaining to such Shares, with or without
consideration to the Participant.


 


10.8 Acceleration. The Administrator
may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions
or conditions, or otherwise fully or partially realizable.


 






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ARTICLE XI.

MISCELLANEOUS


 


11.1 No Right to Employment or Other Status. No
person will have any claim or right to be granted an Award, and the grant of an Award will not be construed as giving a Participant the
right to continue employment or any other relationship with the Company or a Subsidiary. The Company and its Subsidiaries expressly reserve
the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the
Plan or any Award, except as expressly provided in an Award Agreement or other written agreement between the Participant and the Company
or any Subsidiary.


 


11.2 No Rights as Stockholder; Certificates. Subject
to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a stockholder with respect to any Shares to be
distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the
Administrator otherwise determines or Applicable Law requires, the Company will not be required to deliver to any Participant certificates
evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company (or, as applicable,
its transfer agent or stock plan administrator). The Company may place legends on any share certificate or book entry to reference restrictions
applicable to the Shares (including, without limitation, restrictions applicable to Restricted Stock).


 


11.3 Effective Date. The Plan
will become effective (the “Effective Date”) on the date immediately prior to the date of the closing of the
transactions contemplated by that certain Business Combination Agreement entered into on or about [ ], 2021, by and among Vacasa
Holdings, Pace and certain other parties (the “BCA”), provided that it is approved by the shareholders of Pace
prior to the Effective Date and such approval occurs within 12 months following the date the Board approved the Plan. If the Plan
is not approved by the shareholders of Pace within the foregoing time frame, or if the BCA is terminated prior to the consummation of
the transactions contemplated thereby, the Plan will not become effective. No Incentive Stock Option may be granted pursuant to the Plan
after the tenth anniversary of the earlier of (i) the date the Plan was approved by the Board and (ii) the date the Plan was
approved by the shareholders of Pace.


 


11.4 Amendment of Plan. The Board
may amend, suspend or terminate the Plan at any time and from time to time; provided that no amendment, other than an increase to the
Overall Share Limit or pursuant to Article IX or Section 11.6, may materially and adversely affect any Award outstanding at
the time of such amendment without the affected Participant’s consent. No Awards may be granted under the Plan during any suspension
period or after Plan termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by
the Plan and the Award Agreement, as in effect before such suspension or termination. The Board will obtain stockholder approval of any
Plan amendment to the extent necessary to comply with Applicable Law.


 


11.5 Provisions for Foreign Participants. The
Administrator may modify Awards granted to Participants who are nationals of a country other than the United States or employed or residing
outside the United States, establish subplans or procedures under the Plan or take any other necessary or appropriate action to address
Applicable Law, including (a) differences in laws, rules, regulations or customs of such jurisdictions with respect to tax, securities,
currency, employee benefit or other matters, (b) listing and other requirements of any non-U.S. securities exchange, and (c) any
necessary local governmental or regulatory exemptions or approvals.


 


11.6 Section 409A. 


 


(a) General. The Company
intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest,
or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator
may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including
amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards,
including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A,
including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant
date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The
Company will have no obligation under this Section 11.6 or otherwise to avoid the taxes, penalties or interest under Section 409A
with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits
under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties
or interest under Section 409A.


 






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(b) Separation from Service. If
an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award
upon a Participant’s Termination of Service will, to the extent necessary to avoid taxes under Section 409A, be made only upon
the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation
from service” occurs upon or after the Participant’s Termination of Service. For purposes of this Plan or any Award Agreement
relating to any such payments or benefits, references to a “termination,” “termination of employment” or like
terms means a “separation from service.”


 


(c) Payments to Specified Employees. Notwithstanding
any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required
to be made under an Award to a “specified employee” (as defined under Section 409A and as the Administrator determines)
due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of
the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until
the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following
such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred
compensation” under such Award payable more than six months following the Participant’s “separation from service”
will be paid at the time or times the payments are otherwise scheduled to be made.


 


11.7 Limitations on Liability. Notwithstanding
any other provisions of the Plan, no individual acting as a director, officer or other employee of the Company or any Subsidiary will
be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense
incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because
of any contract or other instrument executed in his or her capacity as an Administrator, director, officer or other employee of the Company
or any Subsidiary. The Company will indemnify and hold harmless each director, officer or other employee of the Company or any Subsidiary
that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against
any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s
approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith; provided
that he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle
and defend it on his or her own behalf.


 


11.8 Data Privacy. As a condition
for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or
other form, of personal data as described in this Section 11.8 by and among the Company and its Subsidiaries and affiliates exclusively
for implementing, administering and managing the Participant’s participation in the Plan. The Company and its Subsidiaries and affiliates
may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate;
social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company or
its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and Awards (the “Data”).
The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage
a Participant’s participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties
assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s
country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’
country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required
Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares. The Data related
to a Participant will be held only as long as necessary to implement, administer, and manage the Participant’s participation in
the Plan. A Participant may, at any time, view the Data that the Company holds regarding such Participant, request additional information
about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the
Participant or refuse or withdraw the consents in this Section 11.8 in writing, without cost, by contacting the local human resources
representative. The Company may cancel Participant’s ability to participate in the Plan and, in the Administrator’s sole discretion,
the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents in this Section 11.8. For
more information on the consequences of refusing or withdrawing consent, Participants may contact their local human resources representative.


 






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11.9 Severability. If any portion
of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining
parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal
or invalid action will be null and void.


 


11.10 Governing Documents. If
any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or
any Subsidiary), the Plan will govern, unless such Award Agreement or other written agreement was approved by the Administrator and expressly
provides that a specific provision of the Plan will not apply.


 


11.11 Governing Law.  The Plan
and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to the conflict
of law rules thereof or of any other jurisdiction.


 


11.12 Clawback Provisions. All
Awards (including the gross amount of any proceeds, gains or other economic benefit the Participant actually or constructively receives
upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to recoupment by the
Company to the extent required to comply with Applicable Law or any policy of the Company providing for the reimbursement of incentive
compensation, whether or not such policy was in place at the time of grant of an Award.


 


11.13 Titles and Headings. The
titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text, rather than such titles
or headings, will control.


 


11.14 Conformity to Applicable Law. Participant
acknowledges that the Plan is intended to conform to the extent necessary with Applicable Law. Notwithstanding anything herein to the
contrary, the Plan and all Awards will be administered only in a manner intended to conform with Applicable Law. To the extent Applicable
Law permits, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Law.


 


11.15 Relationship to Other Benefits. No
payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing,
group insurance, welfare or other benefit plan of the Company or any Subsidiary, except as expressly provided in writing in such other
plan or an agreement thereunder.


 


11.16 Unfunded Status of Awards. The
Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant
pursuant to an Award, nothing contained in the Plan or Award Agreement shall give the Participant any rights that are greater than those
of a general creditor of the Company or any Subsidiary.


 


11.17 Limitations Applicable to Section 16
Persons. Notwithstanding any other provision of the Plan, the Plan and any Award granted or awarded to any individual who is
then subject to Section 16 of the Exchange Act shall be subject to any additional limitations set forth in any applicable exemptive
rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments thereto) that are
requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded
hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.


 



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11.18 Prohibition on Executive Officer
Loans. Notwithstanding any other provision of the Plan to the contrary, no Participant who is a Director or an “executive
officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with
respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment, with a loan from the Company
or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.


 


11.19 Broker-Assisted Sales. In
the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to
the Plan or Awards, including amounts to be paid under the final sentence of Section 10.5: (a) any Shares to be sold through
the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares
may be sold as part of a block trade with other Participants in the Plan in which all Participants receive an average price; (c) the
applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant
agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to
the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in
cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to
arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s
applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee an amount in cash
sufficient to satisfy any remaining portion of the Participant’s obligation.


 


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