Exhibit 10.6 


 


DRAGONFLY
ENERGY HOLDINGS CORP.


EMPLOYEE STOCK
PURCHASE PLAN


 


		1.	PURPOSE



 


The purpose
of this Plan is to assist Eligible Employees in acquiring a stock ownership interest in the Corporation, at a favorable price and upon
favorable terms, pursuant to a plan which is intended to qualify as an “employee stock purchase plan” under Section 423
of the Code. This Plan is also intended to encourage Eligible Employees to remain in the employ of the Corporation (or a Subsidiary which
may be designated by the Committee as a “Participating Subsidiary”) and to provide them with an additional incentive to advance
the best interests of the Corporation.


 


		2.	DEFINITIONS



 


Capitalized
terms used herein which are not otherwise defined shall have the following meanings.


 


“Account”
means the bookkeeping account maintained by the Corporation, or by a recordkeeper on behalf of the Corporation, for a Participant pursuant
to Section 7(a).


 


“Board”
means the Board of Directors of the Corporation.


 


“Code”
means the U.S. Internal Revenue Code of 1986, as amended from time to time.


 


“Commission”
means the U.S. Securities and Exchange Commission.


 


“Committee”
means the committee appointed by the Board to administer this Plan pursuant to Section 12.


 


“Common
Stock” means the common stock, par value $0.0001 per share, of the Corporation, and such other securities or property as may
become the subject of Options pursuant to an adjustment made under Section 17.


 


“Compensation”
means an Eligible Employee’s regular gross pay. Compensation includes any amounts contributed as salary reduction contributions
to a plan qualifying under Section 401(k), 125 or 129 of the Code. Any other form of remuneration is excluded from Compensation,
including (but not limited to) the following: severance pay, overtime payments, commissions, prizes, awards, relocation or housing allowances,
stock option exercises, stock appreciation right payments, the vesting or grant of restricted stock, the payment of stock units, performance
awards, auto allowances, tuition reimbursement, perquisites, non-cash compensation and other forms of imputed income, bonuses, incentive
compensation, special payments, fees and allowances. Notwithstanding the foregoing, Compensation shall not include any amounts deferred
under or paid from any nonqualified deferred compensation plan maintained by the Corporation or any Subsidiary.


 






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“Contributions”
means all bookkeeping amounts credited to the Account of a Participant pursuant to Section 7(a).


 


“Corporation”
means Dragonfly Energy Holdings Corp., a Delaware corporation, and its successors.


 


“Effective
Date” means May 13 2022, the date this Plan was initially adopted by the Board.


 


“Eligible
Employee” means any employee of the Corporation, or of any Subsidiary which has been designated in writing by the Committee
as a “Participating Subsidiary” (including any Subsidiaries which have become such after the date that this Plan is approved
by the stockholders of the Corporation). Notwithstanding the foregoing and unless otherwise provided by the Committee in advance of the
applicable Offering Period, “Eligible Employee” shall not include any employee:


 


		(a)	whose
                                            customary employment is for not more than five (5) months in a calendar year; or



 


		(b)	whose
                                            customary employment is for twenty (20) hours or less per week.



 


“Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time.


 


“Exercise
Date” means, with respect to an Offering Period, the last day of that Offering Period.


 


“Fair
Market Value” on any date means:


 


		(a)	if
                                            the Common Stock is listed or admitted to trade on a national securities exchange, the closing
                                            price of a share of Common Stock on such date on the principal national securities exchange
                                            on which the Common Stock is so listed or admitted to trade, or, if there is no trading of
                                            the Common Stock on such date, then the closing price of a share of Common Stock on such
                                            exchange on the last day preceding such date on which there was trading in the shares of
                                            Common Stock;



 


		(b)	in
                                            the absence of exchange data required to determine Fair Market Value pursuant to the foregoing,
                                            the value as established by the Committee as of the relevant time for purposes of this Plan.



 


“Grant
Date” means the first day of each Offering Period, as determined by the Committee and announced to potential Eligible Employees.


 


“Individual
Limit” has the meaning given to such term in Section 4(b).


 






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“New
Exercise Date” has the meaning given to such term in Section 18.


 


“Offering
Period” means the period of six (6) consecutive months commencing on each Grant Date; provided, however, that the Committee
may declare, as it deems appropriate and in advance of the applicable Offering Period, a shorter (not to be less than three months) Offering
Period or a longer (not to exceed 27 months) Offering Period; provided, further, that the Committee may provide, as it deems appropriate
and in advance of the applicable Offering Period, that such Offering Period will consist of multiple “purchase periods,”
with an Exercise Date to occur at the end of each such purchase period. In no event will the Grant Date for an Offering Period occur
on or before the Exercise Date (or the final Exercise Date, as the case may be) for the immediately preceding Offering Period.


 


“Option”
means the stock option to acquire shares of Common Stock granted to a Participant pursuant to Section 8.


 


“Option
Price” means the per share exercise price of an Option as determined in accordance with Section 8(b).


 


“Parent”
means any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation in which each corporation
(other than the Corporation) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one or more
of the other corporations in the chain.


 


“Participant”
means an Eligible Employee who has elected to participate in this Plan and who has filed a valid and effective Subscription Agreement
to make Contributions pursuant to Section 6.


 


“Participating
Subsidiary” means any Subsidiary that has been designated in writing by the Committee as a Participating Subsidiary for purposes
of this Plan.


 


“Plan”
means this Dragonfly Energy Holdings Corp. Employee Stock Purchase Plan, as amended from time to time.


 


“Rule 16b-3”
means Rule 16b-3 as promulgated by the Commission under Section 16, as amended from time to time.


 


“Share
Limit” has the meaning given to such term in Section 4(a).


 


“Subscription
Agreement” means the written enrollment agreement or applicable electronic form of enrollment agreement filed by an Eligible
Employee with the Corporation (or its designee) pursuant to Section 6 to participate in this Plan.


 


“Subsidiary”
means any corporation (other than the Corporation) in an unbroken chain of corporations (beginning with the Corporation) in which each
corporation (other than the last corporation) owns stock possessing 50% or more of the total combined voting power of all classes of
stock in one or more of the other corporations in the chain.


 






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		3.	ELIGIBILITY



 


Any person
employed as an Eligible Employee as of a Grant Date shall be eligible to participate in this Plan during the Offering Period in which
such Grant Date occurs, subject to the Eligible Employee satisfying the requirements of Section 6.


 


		4.	STOCK
                                            SUBJECT TO THIS PLAN; SHARE LIMITATIONS



 


		(a)	Aggregate
                                            Share Limit. Subject to the provisions of Section 17, the capital stock that may
                                            be delivered under this Plan will be shares of the Corporation’s authorized but unissued
                                            Common Stock and any of its shares of Common Stock held as treasury shares. The maximum number
                                            of shares of Common Stock that may be delivered pursuant to Options granted under this Plan
                                            is 2,464,400 shares, subject to adjustments pursuant to Section 17 (the “Share
                                            Limit”).



 


In addition,
subject to adjustments pursuant to Section 17, the Share Limit shall automatically increase on the first trading day in January of
each of the calendar years during the term of this Plan, with the first such increase to occur in January 2023, by an amount equal
to the lesser of (i) one percent (1%) of the total number of shares of Common Stock issued and outstanding on December 31 of
the immediately preceding calendar year, (ii) 1,500,000 shares of Common Stock, or (iii) such number of shares of Common Stock
as may be established by the Board.


 


In the
event that during a particular Offering Period all of the shares of Common Stock made available under this Plan are subscribed prior
to the expiration of this Plan, this Plan and all outstanding Options hereunder shall terminate at the end of that Offering Period and
the shares available shall be allocated for purchase by Participants in that Offering Period on a pro-rata basis determined with respect
to Participants’ Account balances.


 


		(b)	Individual
                                            Share Limit. The maximum number of shares of Common Stock that any one individual may
                                            acquire upon exercise of his or her Option with respect to any one Offering Period is 10,000
                                            shares, subject to adjustments pursuant to Section 17 (the “Individual Limit”);
                                            provided, however, that the Committee may amend such Individual Limit, effective no earlier
                                            than the first Offering Period commencing after the adoption of such amendment, without stockholder
                                            approval. The Individual Limit shall be proportionately adjusted for any Offering Period
                                            of less than six months, and may, at the discretion of the Committee, be proportionately
                                            increased for any Offering Period of greater than six months.



 


		(c)	Shares
                                            Not Actually Delivered. Shares that are subject to or underlie Options, which for any
                                            reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason
                                            are not paid or delivered under this Plan shall again, except to the extent prohibited by
                                            law, be available for subsequent Options under this Plan.



 






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		5.	OFFERING
                                            PERIODS



 


During
the term of this Plan, the Corporation will offer Options to purchase Shares in each Offering Period to all Participants in that Offering
Period. Unless otherwise specified by the Committee in advance of the Offering Period, Offering Periods will be of six (6) months
duration. The Committee will specify, in advance of each Offering Period, the Grant Date of that Offering Period. Each Option shall become
effective on the Grant Date of that Offering Period. The term of each Option shall be the duration of the related Offering Period and
shall end on the Exercise Date of that Offering Period. Offering Periods shall continue until this Plan is terminated in accordance with
Section 18 or 19, or, if earlier, until no Shares remain available for Options pursuant to Section 4.


 


		6.	PARTICIPATION



 


		(a)	Enrollment.
                                            An Eligible Employee may become a Participant in this Plan by completing a Subscription Agreement
                                            on a form approved by and in a manner prescribed by the Committee (or its delegate). To become
                                            effective, a Subscription Agreement must be signed by the Eligible Employee and filed with
                                            the Corporation (or its designee) at the time specified by the Committee, but in all cases
                                            prior to the start of the Offering Period with respect to which it is to become effective,
                                            and must set forth a whole percentage (or, if the Committee so provides, a stated amount)
                                            of the Eligible Employee’s Compensation to be credited to the Participant’s Account
                                            as Contributions each pay period.



 


		(b)	Contribution
                                            Limits. Notwithstanding the foregoing, a Participant’s Contribution election shall
                                            be subject to the following limitations:



 


		(i)	the
                                            $25,000 annual limitation set forth in Section 8(c);



 


		(ii)	a
                                            Participant may not elect to contribute less than one percent (1%) or more than fifteen percent
                                            (15%) of his or her Compensation each pay period as Plan Contributions; and



 


		(iii)	such
                                            other limits, rules, or procedures as the Committee may prescribe.



 


		(c)	Content
                                            and Duration of Subscription Agreements. Subscription Agreements shall contain the Eligible
                                            Employee’s authorization and consent to the Corporation’s withholding from his
                                            or her Compensation the amount of his or her Contributions. An Eligible Employee’s
                                            Subscription Agreement, and his or her participation election and withholding consent thereon,
                                            shall remain valid for all Offering Periods until (i) the Eligible Employee’s
                                            participation terminates pursuant to the terms hereof, (ii) the Eligible Employee files
                                            a new Subscription Agreement that becomes effective, or (iii) the Committee requires
                                            that a new Subscription Agreement be executed and filed with the Corporation.



 






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		7.	METHOD
                                            OF PAYMENT OF CONTRIBUTIONS



 


		(a)	Participation
                                            Account. The Corporation shall maintain on its books, or cause to be maintained by a
                                            recordkeeper, an Account in the name of each Participant. The percentage (or amount, as applicable)
                                            of Compensation elected to be applied as Contributions by a Participant shall be deducted
                                            from such Participant’s Compensation on each payday during the period for payroll deductions
                                            set forth below and such payroll deductions shall be credited to that Participant’s
                                            Account as soon as administratively practicable after such date. A Participant may not make
                                            any additional payments to his or her Account. A Participant’s Account shall be reduced
                                            by any amounts used to pay the Option Price of shares acquired, or by any other amounts distributed
                                            pursuant to the terms hereof.



  


		(b)	Commencement
                                            of Payroll Deductions. Payroll deductions with respect to an Offering Period shall commence
                                            as of the first day of the payroll period which coincides with or immediately follows the
                                            applicable Grant Date and shall end on the last day of the payroll period which coincides
                                            with or immediately precedes the applicable Exercise Date, unless sooner terminated by the
                                            Participant as provided in this Section 7 or until his or her Plan participation terminates
                                            pursuant to Section 11.



 


		(c)	Withdrawal
                                            During an Offering Period. A Participant may terminate his or her Contributions during
                                            an Offering Period (and receive a distribution of the balance of his or her Account in accordance
                                            with Section 11) by completing and filing with the Corporation (or its designee), in
                                            such form and on such terms as the Committee (or its delegate) may prescribe, a written withdrawal
                                            form or applicable electronic withdrawal form which shall be completed by the Participant.
                                            Such termination shall be effective as soon as administratively practicable after its receipt
                                            by the Corporation. A withdrawal election pursuant to this Section 7(c) with respect
                                            to an Offering Period shall only be effective, however, if it is received by the Corporation
                                            prior to the Exercise Date of that Offering Period (or such earlier deadline that the Committee
                                            may reasonably require to process the withdrawal prior to the Exercise Date). Partial withdrawals
                                            of Accounts, and other modifications or suspensions of Subscription Agreements, except as
                                            provided in Section 7(d) or 7(e), are not permitted.



 


		(d)	Change
                                            in Contribution Elections for the Following Offering Period. A Participant may discontinue,
                                            increase, or decrease the level of his or her Contributions (within Plan limits) by completing
                                            and filing with the Corporation (or its designee), on such terms as the Committee (or its
                                            delegate) may prescribe, a new Subscription Agreement which indicates such election. Subject
                                            to any additional timing requirements that the Committee may impose, an election pursuant
                                            to this Section 7(d) shall be effective with the first Offering Period that commences
                                            after the Corporation’s receipt of such election.



 






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		(e)	Discontinuing
                                            Contributions During an Offering Period. A Participant may discontinue his or her Contributions
                                            (but not increase or otherwise decrease the level of his or her Contributions) during an
                                            Offering Period, by filing with the Corporation (or its designee), on such terms as the Committee
                                            (or its delegate) may prescribe, a new Subscription Agreement which indicates such election.
                                            An election pursuant to this Section 7(e) shall be effective no earlier than the
                                            first payroll period that starts after the Corporation’s receipt of such election.
                                            If a Participant elects to discontinue his or her Contributions pursuant to this Section 7(e),
                                            the Contributions previously credited to the Participant’s Account for that Offering
                                            Period shall be used to exercise the Participant’s Option as of the applicable Exercise
                                            Date in accordance with Section 9 (unless the Participant makes a timely withdrawal
                                            election in accordance with Section 7(c), in which case the Participant’s Account
                                            will be paid to him or her in cash in accordance with Section 11(a)).



 


		8.	GRANT
                                            OF OPTION



 


		(a)	Grant
                                            Date; Number of Shares. On each Grant Date, each Eligible Employee who is a Participant
                                            during that Offering Period shall be granted an Option to purchase a number of shares of
                                            Common Stock. The Option shall be exercised on the Exercise Date. The number of shares subject
                                            to the Option shall be determined by dividing the Participant’s Account balance as
                                            of the applicable Exercise Date by the Option Price.



 


		(b)	Option Price. The Option Price per share of
                                                                                                                                                                                the shares subject to an Option for an Offering Period shall be the lesser of: (i) 85% of the Fair Market Value of a
                                                                                                                                                                                Share on the Grant Date of that Offering Period; or (ii) 85% of the Fair Market Value of a Share on the Exercise Date of that
                                                                                                                                                                                Offering Period; provided, however, that the Committee may provide prior to the start of any Offering Period that the Option Price
                                                                                                                                                                                for that Offering Period shall be determined by applying a discount amount (not to exceed 15%) to either (1) the Fair Market
                                                                                                                                                                                Value of Common Shares on the Grant Date of the Offering Period, or (2) the Fair Market Value of Common Shares on the Exercise
                                                                                                                                                                                Date of that Offering Period, or (3) the lesser of the Fair Market Value of Common Shares on the Grant Date of the Offering
                                                                                                                                                                                Period or the Fair Market Value of Common Shares on the Exercise Date of that Offering Period (or, for purposes of the foregoing
                                                                                                                                                                                clauses (2) and (3), the applicable Exercise Date of that Offering Period, as the case may be). Notwithstanding anything to the
                                                                                                                                                                                contrary in the preceding provisions of this Section 8(b), in no event shall the Option Price per share be less than the par
                                                                                                                                                                                value of a share of Common Stock.



 


		(c)	Limits
                                            on Share Purchases. Notwithstanding anything else contained herein, a person who is otherwise
                                            an Eligible Employee shall not be granted any Option (or any Option granted shall be subject
                                            to compliance with the following limitations) or other right to purchase shares under this
                                            Plan to the extent:



 


(i)            it
would, if exercised, cause the person to own stock (within the meaning of Section 423(b)(3) of the Code) possessing 5% or more
of the total combined voting power or value of all classes of stock of the Corporation, or of any Parent, or of any Subsidiary; or


 






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(ii)            such
Option causes such individual to have rights to purchase stock under this Plan and any other plan of the Corporation, any Parent, or
any Subsidiary which is qualified under Section 423 of the Code which accrue at a rate which exceeds $25,000 of the fair market
value of the stock of the Corporation, of any Parent, or of any Subsidiary (determined at the time the right to purchase such stock is
granted, before giving effect to any discounted purchase price under any such plan) for each calendar year in which such right is outstanding
at any time.


 


For purposes
of the foregoing, a right to purchase stock accrues when it first becomes exercisable during the calendar year. In determining whether
the stock ownership of an Eligible Employee equals or exceeds the 5% limit set forth above, the rules of Section 424(d) of
the Code (relating to attribution of stock ownership) shall apply, and stock which the Eligible Employee may purchase under outstanding
options shall be treated as stock owned by the Eligible Employee.


 


		9.	EXERCISE
                                            OF OPTION



 


Unless
a Participant withdraws from an Offering Period pursuant to Section 7(c) or the Participant’s Plan participation is terminated
as provided in Section 11, his or her Option for the purchase of shares shall be exercised automatically on the Exercise Date for
that Offering Period, without any further action on the Participant’s part, and the maximum number of whole shares subject to such
Option (subject to the Individual Limit set forth in Section 4(b) and the limitations contained in Section 8(c)) shall
be purchased at the Option Price with the balance of such Participant’s Account.


 


If any
amount which is not sufficient to purchase a whole share remains in a Participant’s Account after the exercise of his or her Option
on the Exercise Date, such amount shall be refunded to such Participant as soon as administratively practicable after such date; provided
that the Committee may provide in advance of an Offering Period for any such amount with respect to that Offering Period to be credited
to the Participant’s Account for the next Offering Period, if he or she is a Participant in such next Offering Period.


 


If the
Share Limit of Section 4(a) is reached, any amount that remains in a Participant’s Account after the exercise of his
or her Option on the Exercise Date to purchase the number of Shares that he or she is allocated shall be refunded to the Participant
as soon as administratively practicable after such date.


 


If any
amount which exceeds the Individual Limit set forth in Section 4(b) or one of the limitations set forth in Section 8(c) remains
in a Participant’s Account after the exercise of his or her Option on the Exercise Date, such amount shall be refunded to the Participant
as soon as administratively practicable after such date.


 






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		10.	DELIVERY
                                            OF SHARES



 


As soon
as administratively practicable after the Exercise Date, the Corporation shall, in its discretion, either deliver to each Participant
a certificate representing the shares of Common Stock purchased upon exercise of his or her Option, provide for the crediting of such
shares in book entry form in the name of the Participant, or provide for an alternative arrangement for the delivery of such shares to
a broker or recordkeeping service for the benefit of the Participant. In the event the Corporation is required to obtain from any commission
or agency authority to issue any such certificate or otherwise deliver such shares, the Corporation will seek to obtain such authority.
If the Corporation is unable to obtain from any such commission or agency authority which counsel for the Corporation deems necessary
for the lawful issuance of any such certificate or other delivery of such shares, or if for any other reason the Corporation cannot issue
or deliver shares of Common Stock and satisfy Section 21, the Corporation shall be relieved from liability to any Participant except
that the Corporation shall return to each Participant to whom such shares cannot be issued or delivered the amount of the balance credited
to his or her Account that would have otherwise been used for the purchase of such shares.


 


		11.	TERMINATION
                                            OF EMPLOYMENT; CHANGE IN ELIGIBLE STATUS



 


		(a)	General.
                                            Except as provided in the next paragraph, if a Participant ceases to be an Eligible Employee
                                            for any reason at any time prior to the last day of an Offering Period in which he or she
                                            participates, or if the Participant timely elects to terminate Contributions and withdraw
                                            from the Plan pursuant to Section 7(c), such Participant’s Account shall be paid
                                            to him or her (or, in the event of the Participant’s death, to the person or persons
                                            entitled thereto under Section 13) in cash, and such Participant’s Option and
                                            participation in the Plan shall be automatically terminated.



 


		(b)	Change
                                            in Employment Status or Leave of Absence. If a Participant (i) ceases to be an Eligible
                                            Employee during an Offering Period but remains an employee of the Corporation or a Participating
                                            Subsidiary through the Exercise Date, or (ii) during an Offering Period commences a
                                            sick leave, military leave, or other leave of absence approved by the Corporation or a Participating
                                            Subsidiary, and the leave meets the requirements of Treasury Regulation Section 1.421-1(h)(2) and
                                            the Participant is an employee of the Corporation or a Participating Subsidiary or on such
                                            leave through the applicable Exercise Date, such Participant’s Contributions shall
                                            cease, and the Contributions previously credited to the Participant’s Account for that
                                            Offering Period shall be used to exercise the Participant’s Option as of the applicable
                                            Exercise Date in accordance with Section 9 (unless the Participant makes a timely election
                                            to terminate Contributions and withdraw from the Plan in accordance with Section 7(c),
                                            in which case such Participant’s Account shall be paid to him or her in cash in accordance
                                            with Section 11(a).



 


		(c)	Re-Enrollment.
                                            A Participant’s termination from Plan participation precludes the Participant from
                                            again participating in this Plan during that Offering Period. However, such termination shall
                                            not have any effect upon his or her ability to participate in any succeeding Offering Period,
                                            provided that the applicable eligibility and participation requirements are again then met.
                                            A Participant’s termination from Plan participation shall be deemed to be a revocation
                                            of that Participant’s Subscription Agreement and such Participant must file a new Subscription
                                            Agreement to resume Plan participation in any succeeding Offering Period.



 






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		(d)	Change
                                            in Subsidiary Status. For purposes of this Plan, if a Participating Subsidiary ceases
                                            to be a Subsidiary, each person employed by that Subsidiary will be deemed to have terminated
                                            employment for purposes of this Plan and will no longer be an Eligible Employee, unless the
                                            person continues as an Eligible Employee in respect of the Corporation or another Participating
                                            Subsidiary.



 


		12.	ADMINISTRATION



 


		(a)	The
                                            Committee. The Board shall appoint the Committee, which shall be composed of not less
                                            than two members of the Board. Subject to the preceding sentence, the Board may, at any time,
                                            increase or decrease the number of members of the Committee, may remove from membership on
                                            the Committee all or any portion of its members, and may appoint such person or persons as
                                            it desires to fill any vacancy existing on the Committee, whether caused by removal, resignation,
                                            or otherwise. The Board may also, at any time, assume or change the administration of this
                                            Plan.



 


		(b)	Powers
                                            and Duties of the Committee. The Committee shall administer this Plan and shall have
                                            full power and discretion to adopt, amend and rescind any rules it considers desirable
                                            and appropriate for the administration of this Plan and not inconsistent with the terms of
                                            this Plan (including, without limitation, rules and deadlines for making elections under
                                            the Plan, which deadlines may be more restrictive than the deadlines otherwise set forth
                                            in this Plan), to further define the terms used in this Plan, and to make all other determinations
                                            necessary or advisable for the administration of this Plan or the effectuation of its purposes.
                                            The Committee shall act by majority vote or by unanimous written consent. No member of the
                                            Committee shall be entitled to act on or decide any matter relating solely to himself or
                                            herself or solely to any of his or her rights or benefits under this Plan. The Committee
                                            shall have full power and discretionary authority to construe and interpret the terms and
                                            conditions of this Plan and any agreements defining the rights and obligations of the Corporation,
                                            any Subsidiary, and any Participant or other person under this Plan, which construction or
                                            interpretation shall be final and binding on all parties including the Corporation, Subsidiaries,
                                            Participants and beneficiaries. Notwithstanding anything else contained in this Plan to the
                                            contrary, the Committee may also adopt rules, procedures, separate offerings, or sub-plans
                                            applicable to particular Subsidiaries or locations, which separate offerings or sub-plans
                                            may be designed to be outside the scope of Section 423 of the Code and need not comply
                                            with the otherwise applicable provisions of this Plan. The Committee may delegate ministerial
                                            non-discretionary functions to third parties, including individuals who are officers or employees
                                            of the Corporation or Participating Subsidiaries.



 






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		(c)	Decisions
                                            of the Committee are Binding; Reliance on Experts. Subject only to compliance with the
                                            express provisions hereof, the Board and Committee may act in their absolute discretion in
                                            matters within their authority related to this Plan. Any action taken by, or inaction of,
                                            the Corporation, any Participating Subsidiary, the Board or the Committee relating or pursuant
                                            to this Plan and within its authority hereunder or under applicable law shall be within the
                                            absolute discretion of that entity or body and shall be conclusive and binding upon all persons.
                                            In making any determination or in taking or not taking any action under this Plan, the Board
                                            or Committee, as the case may be, may obtain and may rely on the advice of experts, including
                                            professional advisors to the Corporation. No member of the Board or Committee, or officer
                                            or agent of the Corporation, will be liable for any action, omission or decision under the
                                            Plan taken, made or omitted in good faith.



 


		(d)	Indemnification.
                                            Neither the Board nor any Committee, nor any member thereof or person acting at the direction
                                            thereof, shall be liable for any act, omission, interpretation, construction or determination
                                            made in good faith in connection with this Plan, and all such persons shall be entitled to
                                            indemnification and reimbursement by the Corporation in respect of any claim, loss, damage
                                            or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom
                                            to the fullest extent permitted by law and/or under any directors and officers liability
                                            insurance coverage that may be in effect from time to time.



 


		13.	DEATH
                                            BENEFITS



 


In the
event of the death of a Participant, the Corporation shall deliver such shares and/or cash payable pursuant to the terms hereof to the
executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge
of the Corporation), the Corporation, in its sole discretion, may deliver such shares and/or cash to the spouse or to any one or more
dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Corporation, then to such other person
as the Corporation may designate.


 


		14.	TRANSFERABILITY



 


Neither
Contributions credited to a Participant’s Account nor any Options or rights with respect to the exercise of Options or right to
receive shares under this Plan may be anticipated, alienated, encumbered, assigned, transferred, pledged or otherwise disposed of in
any way (other than by will, the laws of descent and distribution, or as provided in Section 13) by the Participant. Any such attempt
at anticipation, alienation, encumbrance, assignment, transfer, pledge or other disposition shall be without effect and all amounts shall
be paid and all shares shall be delivered in accordance with the provisions of this Plan. Amounts payable or shares deliverable pursuant
to this Plan shall be paid or delivered only to (or credited in the name of, as the case may be) the Participant or, in the event of
the Participant’s death, as provided in Section 13.


 


The Corporation
may require a Participant to hold any shares the Participant acquires under this Plan in a brokerage account identified by the Corporation
until the date the shares are transferred, sold or otherwise disposed of in any way by the Participant, or such earlier time as the Corporation
may determine.


 






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		15.	USE
                                            OF FUNDS; INTEREST



 


All Contributions
received or held by the Corporation under this Plan will be included in the general assets of the Corporation and may be used for any
corporate purpose. Notwithstanding anything else contained herein to the contrary, no interest will be paid to any Participant or credited
to his or her Account under this Plan (in respect of Account balances, refunds of Account balances, or otherwise).


 


		16.	REPORTS



 


Statements
shall be provided or made available (in writing or electronically) to Participants as soon as administratively practicable following
each Exercise Date. Each Participant’s statement shall set forth, as of such Exercise Date, that Participant’s Account balance
immediately prior to the exercise of his or her Option, the Option Price, the number of whole shares purchased and his or her remaining
Account balance, if any.


 


		17.	ADJUSTMENTS
                                            OF AND CHANGES IN THE STOCK



 


Upon
or in contemplation of any reclassification, recapitalization, stock split (including a stock split in the form of a stock dividend),
or reverse stock split; any merger, combination, consolidation, or other reorganization; split-up, spin-off, or any similar extraordinary
dividend distribution in respect of the Common Stock (whether in the form of securities or property); any exchange of Common Stock or
other securities of the Corporation, or any similar, unusual or extraordinary corporate transaction in respect of the Common Stock; or
a sale of substantially all the assets of the Corporation as an entirety occurs; then the Committee shall, in such manner, to such extent
(if any) and at such time as it deems appropriate and equitable in the circumstances:


 


		(a)	proportionately
                                            adjust any or all of (i) the number and type of shares of Common Stock or the number
                                            and type of other securities that thereafter may be made the subject of Options (including
                                            the specific maxima and numbers of shares set forth elsewhere in this Plan), (ii) the
                                            number, amount and type of shares (or other securities or property) subject to any or all
                                            outstanding Options, (iii) the Option Price of any or all outstanding Options, or (iv) the
                                            securities, cash or other property deliverable upon exercise of any outstanding Options,
                                            in each case to the extent necessary to preserve (but not increase) the level of incentives
                                            intended by this Plan and the then-outstanding Options; or



 


		(b)	make
                                            provision for a cash payment in settlement of, or for the substitution or exchange of, any
                                            or all outstanding Options or the cash, securities or property deliverable to the holder
                                            of any or all outstanding Options based upon the distribution or consideration payable to
                                            holders of the Common Stock upon or in respect of such event.



 


The Committee
may adopt such valuation methodologies for outstanding Options as it deems reasonable in the event of a cash or property settlement and,
without limitation on other methodologies, may base such settlement solely upon the excess (if any) of the amount payable upon or in
respect of such event over the Option Price of the Option.


 






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In any
of such events, the Committee may take such action sufficiently prior to such event to the extent that the Committee deems the action
necessary to permit the Participant to realize the benefits intended to be conveyed with respect to the underlying shares in the same
manner as is or will be available to stockholders generally.


 


Without
limiting the generality of Section 12, any good faith determination by the Committee as to whether an adjustment is required in
the circumstances pursuant to this Section 17, and the extent and nature of any such adjustment, shall be conclusive and binding
on all persons.


 


		18.	POSSIBLE
                                            EARLY TERMINATION OF PLAN AND OPTIONS



  


Upon
a dissolution or liquidation of the Corporation, or any other event described in Section 17 that the Corporation does not survive,
or does not survive as a publicly-traded company in respect of its Shares, subject to any provision that has been expressly made by the
Board for the survival, substitution, assumption, exchange or other settlement of the Options that are then outstanding under the Plan,
each Offering Period then in progress shall be shortened and a new Exercise Date shall be established by the Board or the Committee (the
 “New Exercise Date”), as of which date the Plan and any Offering Period then in progress shall terminate and all then-outstanding
Options under this Plan shall be automatically exercised in accordance with the terms hereof; provided, however, that the New Exercise
Date shall not be more than ten (10) days before the date of the consummation of such dissolution, liquidation or other event. The
Option Price on the New Exercise Date shall be determined as provided in Section 8(b), and the New Exercise Date shall be treated
as the “Exercise Date” for purposes of determining such Option Price.


 


		19.	TERM
                                            OF PLAN; AMENDMENT OR TERMINATION



 


		(a)	Effective
                                            Date; Termination. This Plan shall become effective as of the Effective Date. No new
                                            Offering Periods shall commence on or after the tenth (10th) anniversary of the
                                            Effective Date, and this Plan shall terminate as of the Exercise Date on or immediately following
                                            such date unless sooner terminated pursuant to Section 4, Section 18 or this Section 19.



 


		(b)	Board
                                            Amendment Authority. The Board may, at any time, terminate or, from time to time, amend,
                                            modify or suspend this Plan, in whole or in part, without notice. Stockholder approval for
                                            any amendment or modification shall not be required, except to the extent required by law
                                            or applicable stock exchange rules, or required under Section 423 of the Code in order
                                            to preserve the intended tax consequences of this Plan. No Options may be granted during
                                            any suspension of this Plan or after the termination of this Plan, but the Committee will
                                            retain jurisdiction as to Options then outstanding in accordance with the terms of this Plan.
                                            No amendment, modification, or termination pursuant to this Section 19(b) shall,
                                            without written consent of the Participant, affect in any manner materially adverse to the
                                            Participant any rights or benefits of such Participant or obligations of the Corporation
                                            under any Option granted under this Plan prior to the effective date of such change. Changes
                                            contemplated by Section 17 or Section 18 shall not be deemed to constitute changes
                                            or amendments requiring Participant consent. Without limiting the generality of the Committee’s
                                            amendment authority, the Committee shall have the right to designate from time to time the
                                            Subsidiaries whose employees may be eligible to participate in this Plan (including, without
                                            limitation, any Subsidiary that may become such after the Effective Date), to change the
                                            service and other qualification requirements set forth under the definition of Eligible Employee
                                            in Section 2, and to change the definition of Compensation set forth in Section 2
                                            (in each case, subject to the requirements of Section 423(b) of the Code and applicable
                                            rules and regulations thereunder). Any such change shall not take effect earlier than
                                            the first Offering Period that starts on or after the effective date of such change. Any
                                            such change shall not constitute an amendment to this Plan requiring stockholder approval.



 






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		20.	NOTICES



 


All notices
or other communications by a Participant to the Corporation contemplated by this Plan shall be deemed to have been duly given when received
in the form and manner specified by the Committee (or its delegate) at the location, or by the person, designated by the Committee (or
its delegate) for that purpose.


 


		21.	CONDITIONS
                                            UPON ISSUANCE OF SHARES



 


This
Plan, the granting of Options under this Plan and the offer, issuance and delivery of shares of Common Stock are subject to compliance
with all applicable federal and state laws, rules and regulations (including but not limited to state and federal securities laws)
and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be
necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Corporation
and as a condition precedent to the exercise of his or her Option, provide such assurances and representations to the Corporation as
the Committee may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements.


 


		22.	PLAN
                                            CONSTRUCTION



 


		(a)	Section 16.
                                            It is the intent of the Corporation that transactions involving Options under this Plan (other
                                            than “Discretionary Transactions” as that term is defined in Rule 16b-3(b)(1) promulgated
                                            by the Commission under Section 16 of the Exchange Act, to the extent there are any
                                            Discretionary Transactions under this Plan), in the case of Participants who are or may be
                                            subject to the prohibitions of Section 16 of the Exchange Act, satisfy the requirements
                                            for exemption under Rule 16b-3(c) promulgated by the Commission under Section 16
                                            of the Exchange Act to the maximum extent possible. Notwithstanding the foregoing, the Corporation
                                            shall have no liability to any Participant for Section 16 consequences of Options or
                                            other events with respect to this Plan.



 






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		(b)	Section 423.
                                            Except as the Committee may expressly provide in the case of one or more separate offerings
                                            or sub-plans adopted pursuant to Section 12(b), this Plan and Options are intended to
                                            qualify under Section 423 of the Code.



 


		(c)	Interpretation.
                                            If any provision of this Plan or of any Option would otherwise frustrate or conflict
                                            with the intents expressed above, that provision to the extent possible shall be interpreted
                                            so as to avoid such conflict. If the conflict remains irreconcilable, the Committee may disregard
                                            the provision if it concludes that to do so furthers the interest of the Corporation and
                                            is consistent with the purposes of this Plan as to such persons in the circumstances.



 


		23.	EMPLOYEES’
                                            RIGHTS



 


		(a)	No
                                            Employment Rights. Nothing in this Plan (or in any Subscription Agreement or other document
                                            related to this Plan) will confer upon any Eligible Employee or Participant any right to
                                            continue in the employ or other service of the Corporation or any Subsidiary, constitute
                                            any contract or agreement of employment or other service or effect an employee’s status
                                            as an employee at will, nor shall interfere in any way with the right of the Corporation
                                            or any Subsidiary to change such person’s compensation or other benefits or to terminate
                                            his or her employment or other service, with or without cause. Nothing contained in this
                                            Section 23(a), however, is intended to adversely affect any express independent right
                                            of any such person under a separate employment or service contract other than a Subscription
                                            Agreement.



 


		(b)	No
                                            Rights to Assets of the Corporation. No Participant or other person will have any right,
                                            title or interest in any fund or in any specific asset (including shares of Common Stock)
                                            of the Corporation or any Subsidiary by reason of any Option hereunder. Neither the provisions
                                            of this Plan (or of any Subscription Agreement or other document related to this Plan), nor
                                            the creation or adoption of this Plan, nor any action taken pursuant to the provisions of
                                            this Plan will create, or be construed to create, a trust of any kind or a fiduciary relationship
                                            between the Corporation or any Subsidiary, on the one hand, and any Participant or other
                                            person, on the other hand. To the extent that a Participant or other person acquires a right
                                            to receive payment pursuant to this Plan, such right will be no greater than the right of
                                            any unsecured general creditor of the Corporation. No special or separate reserve, fund or
                                            deposit will be made to assure any such payment.



 


		(c)	No
                                            Stockholder Rights. A Participant will not be entitled to any privilege of stock ownership
                                            as to any Shares not actually delivered to and held of record by the Participant. Except
                                            as expressly required by Section 17, no adjustment will be made for dividends or other
                                            rights as a stockholder for which a record date is prior to such date of delivery.



 






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		24.	MISCELLANEOUS



 


		(a)	Governing
                                            Law; Severability. This Plan, the Options, Subscription Agreements, and other documents
                                            related to this Plan shall be governed by, and construed in accordance with, the laws of
                                            the State of Delaware. If any provision shall be held by a court of competent jurisdiction
                                            to be invalid and unenforceable, the remaining provisions of this Plan shall continue in
                                            effect.



 


		(b)	Captions
                                            and Headings. Captions and headings are given to the sections of this Plan solely as
                                            a convenience to facilitate reference. Such captions and headings shall not be deemed in
                                            any way material or relevant to the construction of interpretation of this Plan or any provision
                                            hereof.



 


		(c)	No
                                            Effect on Other Plans or Corporate Authority. The adoption of this Plan shall not affect
                                            any other Corporation or Subsidiary compensation or incentive plans in effect. Nothing in
                                            this Plan will limit or be deemed to limit the authority of the Board or Committee (i) to
                                            establish any other forms of incentives or compensation for employees of the Corporation
                                            or any Subsidiary (with or without reference to the Common Stock), or (ii) to grant
                                            or assume options (outside the scope of and in addition to those contemplated by this Plan)
                                            in connection with any proper corporate purpose; to the extent consistent with any other
                                            plan or authority.



 


		(d)	No
                                            Effect on Other Compensation. Benefits received by a Participant under an Option granted
                                            pursuant to this Plan shall not be deemed a part of the Participant’s compensation
                                            for purposes of the determination of benefits under any other employee welfare or benefit
                                            plans or arrangements, if any, provided by the Corporation or any Subsidiary, except where
                                            the Committee or the Board (or the Board of Directors of the Subsidiary that sponsors such
                                            plan or arrangement, as applicable) expressly otherwise provides in writing.



 


		25.	STOCKHOLDER
                                            APPROVAL



 


Notwithstanding
anything else contained herein to the contrary, the effectiveness of this Plan is subject to the approval of this Plan by the stockholders
of the Corporation within twelve months after the Effective Date. No Shares shall be issued or delivered under this Plan until such stockholder
approval is obtained and, if such stockholder approval is not obtained within such twelve-month period of time, all Contributions credited
to a Participant’s Account hereunder shall be refunded to such Participant (without interest) as soon as practicable after the
end of such twelve-month period.


 


		26.	TAX
                                            WITHHOLDING



 


Notwithstanding
anything else contained herein to the contrary, the Corporation may deduct from a Participant’s Account balance as of an Exercise
Date, before the exercise of the Participant’s Option is given effect on such date, the amount of any taxes which the Corporation
reasonably determines it or any Subsidiary may be required to withhold with respect to such exercise. In such event, the maximum number
of whole shares of Common Stock subject to such Option (subject to the other limits set forth in this Plan) shall be purchased at the
Option Price with the balance of the Participant’s Account (after reduction for the tax withholding amount).


 






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Should
the Corporation for any reason be unable, or elect not to, satisfy its or any Subsidiary’s tax withholding obligations in the manner
described in the preceding paragraph with respect to a Participant’s exercise of an Option, or should the Corporation or any Subsidiary
reasonably determine that it or an affiliated entity has a tax withholding obligation with respect to a disposition of shares acquired
pursuant to the exercise of an Option prior to satisfaction of the holding period requirements of Section 423 of the Code or at
any other time in respect of a Participant’s participation in this Plan, the Corporation or Subsidiary, as the case may be, shall
have the right at its option to (i) require the Participant to pay or provide for payment of the amount of any taxes which the Corporation
or Subsidiary reasonably determines that it or any affiliate is required to withhold with respect to such event or (ii) deduct from
the Participant’s Account or from any amount otherwise payable to or for the account of the Participant the amount of any taxes
which the Corporation or Subsidiary reasonably determines that it or an affiliate is required to withhold with respect to such event.


 


		27.	NOTICE
                                            OF SALE



 


Any person
who has acquired shares under this Plan shall give prompt written notice to the Corporation of any sale or other transfer of the shares
if such sale or transfer occurs (1) within the two-year period after the Grant Date of the Offering Period with respect to which
such shares were acquired, or (2) within the twelve-month period after the Exercise Date of the Offering Period with respect to
which such shares were acquired.


 






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