Exhibit 10.11


 


SNAIL, INC.

2022 OMNIBUS INCENTIVE PLAN


 


Section 1.                     Purpose.
The purpose of the Snail, Inc. 2022 Omnibus Incentive Plan (as amended from time to time, the “Plan”) is to motivate
and reward employees and other individuals to perform at the highest level and contribute significantly to the success of Snail, Inc.
(the “Company”), thereby furthering the best interests of the Company and its shareholders.


 


Section 2.                     Definitions.
As used in the Plan, the following terms shall have the meanings set forth below:


 


(a)  “Affiliate”
means any entity that, directly or indirectly through one or more intermediaries controls, is controlled by or is under common control
with, the Company.


 


(b)  “Award”
means any Option, SAR, Restricted Stock, RSU, Performance Award, Other Cash-Based Award or Other Stock-Based Award granted under the
Plan.


 


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


 


(d)  “Beneficial
Owner” has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.


 


(e)  “Beneficiary”
means a Person entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of a
Participant’s death. If no such Person can be named or is named by a Participant, or if no Beneficiary designated by a Participant
is eligible to receive payments or other benefits or exercise rights that are available under the Plan at a Participant’s death,
such Participant’s Beneficiary shall be such Participant’s estate.


 


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


 


(g)  “Cause”
is as defined in the Participant’s Service Agreement, if any, or if not so defined, means the Participant’s: (i) intentional
wrongdoing, gross negligence or willful misconduct in the performance of the Participant’s duties or otherwise in respect of the
Company or its Affiliates, (ii) willful, deliberate or negligent conduct that is materially injurious to the Company or its Affiliates;
(iii) commission of, conviction of, plea of guilty to, or plea of nolo contendere to, (x) a felony or (y) any other
criminal offense involving moral turpitude, fraud or dishonesty, (iv) commission of an act of fraud, embezzlement or misappropriation,
in each case, against the Company or any Affiliate, (v) material breach of any policies of the Company or its Affiliates or (vi) material
breach of any applicable Service Agreement.


 









    	 	 



     


    




 


(h)  “Change
in Control” means the occurrence of any one or more of the following events:


  


(i)  any
Person, other than (A) any employee plan established by the Company or any Subsidiary, (B) the Company or any of its Affiliates,
(C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) an entity owned, directly
or indirectly, by shareholders of the Company in substantially the same proportions as their ownership of the Company, is (or becomes,
during any 12-month period) the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the
acquisition by the Company or its Affiliates of a business) representing 50% or more of the total voting power of the stock of the Company;
provided that the provisions of this subsection ‎(i) are not intended to apply to or include as a Change in Control
any transaction that is specifically excepted from the definition of Change in Control under subsection ‎(iii) below;


 


(ii)  a
change in the composition of the Board such that, during any 12-month period, the individuals who, as of the beginning of such period,
constitute the Board (the “Existing Board”) cease for any reason to constitute at least 50% of the Board; provided,
however, that any individual becoming a member of the Board subsequent to the beginning of such period whose election, or nomination
for election by the Company’s shareholders, was approved by a vote of at least a majority of the Directors immediately prior to
the date of such appointment or election shall be considered as though such individual were a member of the Existing Board; provided
further, that, notwithstanding the foregoing, no individual whose initial assumption of office occurs as a result of either an actual
or threatened election contest (as such terms are used in Rule 14a-11 or Regulation 14A promulgated under the Exchange Act or successor
statutes or rules containing analogous concepts) or other actual or threatened solicitation of proxies or consents by or on behalf
of an individual, corporation, partnership, group, associate or other entity or Person other than the Board, shall in any event be considered
to be a member of the Existing Board;


 


(iii)  the
consummation of a merger, amalgamation or consolidation of the Company with any other corporation or other entity, or the issuance of
voting securities in connection with such a transaction pursuant to applicable stock exchange requirements; provided that immediately
following such transaction the voting securities of the Company outstanding immediately prior thereto do not continue to represent (either
by remaining outstanding or by being converted into voting securities of the surviving entity of such transaction or parent entity thereof)
50% or more of the total voting power and total fair market value of the Company’s stock (or, if the Company is not the surviving
entity of such merger or consolidation, 50% or more of the total voting power and total fair market value of the stock of such surviving
entity or parent entity thereof); and provided, further, that such a transaction effected to implement a recapitalization
of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or
its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 50% or more
of either the then-outstanding Shares or the combined voting power and total fair market value of the Company’s then-outstanding
voting securities shall not be considered a Change in Control; or


 






    	 	 



     


    

 


(iv)  the
sale or disposition by the Company of all or substantially all of the Company’s assets in which any Person acquires (or has acquired
during the 12-month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total
gross fair market value equal to more than 50% of the total gross fair market value of all of the assets of the Company immediately prior
to such acquisition or acquisitions.


 


Notwithstanding the foregoing, (A) no Change in Control shall
be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the
record holders of the Shares immediately prior to such transaction or series of transactions continue to have substantially the same
proportionate ownership in an entity which owns substantially all of the assets of the Company immediately prior to such transaction
or series of transactions and (B) no Change in Control shall be deemed to have occurred upon the acquisition of additional control
of the Company by any Person that is considered to effectively control the Company. In no event will a Change in Control be deemed to
have occurred if any Participant is part of a “group” within the meaning of Section 13(d)(3) of the Exchange Act
that effects a Change in Control. Notwithstanding the foregoing or any provision of any Award Agreement to the contrary, for any Award
that provides for accelerated distribution on a Change in Control of amounts that constitute “deferred compensation” (as
defined in Section 409A of the Code), if the event that constitutes such Change in Control does not also constitute a change in
the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets (in either
case, as defined in Section 409A of the Code), such amount shall not be distributed on such Change in Control but instead shall
vest as of such Change in Control and shall be distributed on the scheduled payment date specified in the applicable Award Agreement,
except to the extent that earlier distribution would not result in the Participant who holds such Award incurring interest or additional
tax under Section 409A of the Code.


 


(i)  “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference
to a provision in the Code shall include any successor provision thereto.


 


(j)  “Committee”
means the compensation committee of the Board unless another committee is designated by the Board. If there is no compensation committee
of the Board and the Board does not designate another committee, references herein to the “Committee” shall refer to the
Board.


 


(k)  “Consultant”
means any individual, including an advisor, who is providing services to the Company or any Subsidiary or who has accepted an offer of
service or consultancy from the Company or any Subsidiary.


 


(l)  “Director”
means any member of the Board.


 


(m)  “Effective
Date” means the date on which the registration statement covering the initial public offering (“IPO”) of
the Shares is declared effective by the Securities and Exchange Commission.


 






    	 	 



     


    

 


(n)  “Employee”
means any individual, including any officer, employed by the Company or any Subsidiary or any prospective employee or officer who has
accepted an offer of employment from the Company or any Subsidiary, with the status of employment determined based upon such factors
as are deemed appropriate by the Committee in its discretion, subject to any requirements of the Code or applicable laws.


 


(o)  “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder.
Any reference to a provision in the Exchange Act shall include any successor provision thereto.


 


(p)  “Fair
Market Value” means (i) with respect to Shares, the closing price of a Share on the applicable date of determination (or,
if there is no reported sale on such date, on the last preceding date on which any reported sale occurred), on the principal stock market
or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or traded, the fair market value of a Share as determined
by the Committee, and (ii) with respect to any property other than Shares, the fair market value of such property determined by
such methods or procedures as shall be established from time to time by the Committee. In the case of grants made in connection with
an IPO, Fair Market Value means the per share price initially offered for sale to the public in connection with the IPO.


 


(q)  “Incentive
Stock Option” means an option representing the right to purchase Shares from the Company, granted pursuant to ‎Section 6,
that meets the requirements of Section 422 of the Code.


 


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


 


(s)  “Non-Qualified
Stock Option” means an option representing the right to purchase Shares from the Company, granted pursuant to ‎Section 6,
that is not an Incentive Stock Option.


 


(t)  “Option”
means an Incentive Stock Option or a Non-Qualified Stock Option.


 


(u)  “Other
Cash-Based Award” means an Award granted pursuant to ‎Section 11,
including cash awarded as a bonus or upon the attainment of specified performance criteria or otherwise as permitted under the Plan.


 


(v)  “Other
Stock-Based Award” means an Award granted pursuant to ‎Section 11
that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors
that may influence the value of Shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable
into Shares, purchase rights for Shares, dividend rights or dividend equivalent rights or Awards with value and payment contingent upon
performance of the Company or business units thereof or any other factors designated by the Committee.


 






    	 	 



     


    

 


(w)  “Participant”
means the recipient of an Award granted under the Plan.


 


(x)  “Performance
Award” means an Award granted pursuant to ‎Section 10.


 


(y)  “Performance
Period” means the period established by the Committee with respect to any Performance Award during which the performance goals
specified by the Committee with respect to such Award are to be measured.


 


(z)  “Person”
has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a “group” as defined in Section 13(d) thereof.


 


(aa)                            
    “Restricted Stock” means any Share subject to certain restrictions
and forfeiture conditions, granted pursuant to ‎Section 8.


 


(bb)                            
    “RSU” means a contractual right granted pursuant to ‎Section 9
that is denominated in Shares. Each RSU represents a right to receive the value of one Share (or a percentage of such value) in cash,
Shares or a combination thereof. Awards of RSUs may include the right to receive dividend equivalents.


 


(cc)                            
    “SAR” means a right granted pursuant to ‎Section 7
to receive upon exercise by the Participant or settlement, in cash, Shares or a combination thereof, the excess of (i) the Fair
Market Value of one Share on the date of exercise or settlement over (ii) the exercise or hurdle price of the right on the date
of grant.


 


(dd)                            
    “Service Agreement” means any employment, severance, consulting
or similar agreement between the Company or any of its Affiliates and a Participant.


 


(ee)                            
    “Share” means a share of the Company’s Class A common
stock, $0.0001 par value.


 


(ff)                            
     “Subsidiary” means an entity of which the Company directly
or indirectly holds all or a majority of the value of the outstanding equity interests of such entity or a majority of the voting power
with respect to the voting securities of such entity. Whether employment by or service with a Subsidiary is included within the scope
of the Plan shall be determined by the Committee.


 


(gg)                            
    “Substitute Award” means an Award granted in assumption of, or
in substitution for, an outstanding award previously granted by a company or other business acquired by the Company or with which the
Company combines.


 


(hh)                            
    “Termination of Service” means, in the case of a Participant who
is an Employee, cessation of the employment relationship such that the Participant is no longer an employee of the Company or any Subsidiary,
or, in the case of a Participant who is a Consultant or other service provider (including non-employee Director), the date the performance
of services for the Company or any Subsidiary has ended; provided, however, that in the case of a Participant who is an
Employee, the transfer of employment from the Company to a Subsidiary, from a Subsidiary to the Company, from one Subsidiary to another
Subsidiary or, unless the Committee determines otherwise, the cessation of employee status but the continuation of the performance of
services for the Company or a Subsidiary as a Director or Consultant shall not be deemed a cessation of service that would constitute
a Termination of Service; provided, further, that a Termination of Service shall be deemed to occur for a Participant employed
by, or performing services for, a Subsidiary when such Subsidiary ceases to be a Subsidiary unless such Participant’s employment
or service continues with the Company or another Subsidiary. Notwithstanding the foregoing, with respect to any Award subject to Section 409A
of the Code (and not exempt therefrom), a Termination of Service occurs when a Participant experiences a “separation of service”
(as such term is defined under Section 409A of the Code).


 






    	 	 



     


    

 


Section 3.                      Eligibility.


 


(a)  Any
Employee, non-employee Director or Consultant shall be eligible to be selected to receive an Award under the Plan, to the extent that
an offer or receipt of an Award is permitted by applicable law, stock market or exchange rules and regulations or accounting or
tax rules and regulations.


 


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


 


Section 4.                      Administration.


 


(a)  Administration
of the Plan. The Plan shall be administered by the Committee. The Board may designate one or more directors of the Company as a subcommittee
who may act for the Committee if necessary to satisfy the requirements of this Section. All decisions of the Committee shall be final,
conclusive and binding upon all parties, including the Company, its shareholders, Participants and any Beneficiaries thereof. The Committee
may issue rules and regulations for administration of the Plan.


 


(b)  Delegation
of Authority. To the extent permitted by applicable law, including under Section 157(c) of the Delaware General Corporation
Law, the Committee may delegate to one or more officers of the Company some or all of its authority under the Plan, including the authority
to grant Options and SARs or other Awards in the form of Share rights (except that such delegation shall not apply to any Award for a
Person then covered by Section 16 of the Exchange Act), and the Committee may delegate to one or more committees of the Board (which
may consist of solely one Director) some or all of its authority under the Plan, including the authority to grant all types of Awards,
in accordance with applicable law.


 


(c)  Authority
of Committee. Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have full discretion and
authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted
to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights
or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award and prescribe
the form of each Award Agreement, which need not be identical for each Participant; (v) determine whether, to what extent, under
what circumstances and by which methods Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement
(including broker-assisted cashless exercise), or any combination thereof, or canceled, forfeited or suspended; (vi) determine whether,
to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award
under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) amend
terms or conditions of any outstanding Awards; (viii) correct any defect, supply any omission and reconcile any inconsistency in
the Plan or any Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect; (ix) interpret and
administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (x) establish, amend, suspend or
waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms
of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock
market or exchange rules and regulations or accounting or tax rules and regulations; and (xi) make any other determination
and take any other action that the Committee deems necessary or desirable for the administration of the Plan and due compliance with
applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding
anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or
administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein.


 






    	 	 



     


    

 


Section 5.                     Shares
Available for Awards.


 


(a)  Subject
to adjustment as provided in ‎Section 5(c) and
except for Substitute Awards, the maximum number of Shares available for issuance under the Plan shall not exceed in the aggregate 5,718,000
Shares. The total number of Shares available for issuance under the Plan shall be increased on the first day of each Company fiscal year
following the Effective Date in an amount equal to the least of (i) 5,718,000 Shares, (ii) 1% of the aggregate number of Shares
and shares of the Company’s Class B common stock outstanding (on a fully diluted basis) on the last day of the immediately
preceding fiscal year and (iii) such number of Shares as determined by the Board in its discretion. Shares underlying Substitute
Awards and Shares remaining available for grant under a plan of an acquired company or of a company with which the Company combines (whether
by way of merger, amalgamation, sale and purchase of shares or other securities or otherwise), appropriately adjusted to reflect the
acquisition or combination transaction, shall not reduce the number of Shares remaining available for grant hereunder.


 


(b)  If
any Award is forfeited, cancelled, expires, terminates or otherwise lapses or is settled in cash, in whole or in part, without the delivery
of Shares, then the Shares covered by such forfeited, expired, terminated or lapsed Award shall again be available for grant under the
Plan. The following shall become available for issuance under the Plan: (i) any Shares withheld in respect of taxes relating to
any Award and (ii) any Shares tendered or withheld to pay the exercise price of Options.


 






    	 	 



     


    

 


(c)  In
the event that the Committee determines that, as a result of any dividend or other distribution (other than an ordinary dividend or distribution),
recapitalization, stock split (stock subdivision), reverse stock split (stock consolidation), reorganization, merger, amalgamation, consolidation,
separation, rights offering, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to acquire Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions
of securities of the Company, or other similar corporate transaction or event affecting the Shares, or of changes in applicable laws,
regulations or accounting principles, an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, then the Committee shall, subject to ‎Section 19
and applicable law, adjust equitably so as to ensure no undue enrichment or harm (including by payment of cash), any or all of:


 


(i)  the
number and type of Shares (or other securities) which thereafter may be made the subject of Awards, including the aggregate limits specified
in ‎Section 5(a) and ‎Section 5(f);


 


(ii)  the
number and type of Shares (or other securities) subject to outstanding Awards;


 


(iii)  the
grant, acquisition, exercise or hurdle price with respect to any Award or, if deemed appropriate, make provision for a cash payment to
the holder of an outstanding Award; and


 


(iv)  the
terms and conditions of any outstanding Awards, including the performance criteria of any Performance Awards;


 


provided,
however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.


 


(d)  Any
Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company.


 


(e)  A
Participant who is a non-employee Director may not receive compensation for any calendar year in excess of $750,000 in the aggregate,
including cash payments and Awards.


 


(f)  Subject
to adjustment as provided in ‎Section 5(c)(i),
the maximum number of Shares available for issuance with respect to Incentive Stock Options shall be 5,718,000.


 






    	 	 



     


    

 


Section 6.                     Options.
The Committee is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and
conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:





 


(a)  The
exercise price per Share under an Option shall be determined by the Committee at the time of grant; provided, however,
that, except in the case of Substitute Awards, such exercise price shall not be less than the Fair Market Value of a Share on the date
of grant of such Option.


 


(b)  The
term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such Option. The Committee
shall determine the time or times at which an Option becomes vested and exercisable in whole or in part.


 


(c)  The
Committee shall determine the methods by which, and the forms in which payment of the exercise price with respect thereto may be made
or deemed to have been made, including cash, Shares, other Awards, other property, net settlement (including broker-assisted cashless
exercise) or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price.


 


(d)  To
the extent an Option is not previously exercised as to all of the Shares subject thereto, and, if the Fair Market Value of one Share
is greater than the exercise price then in effect, then the Option shall be deemed automatically exercised immediately before its expiration.


 


(e)  No
grant of Options may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other
distributions to be paid on such Options (except as provided under ‎Section 5(c)).


 


(f)  The
terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the
Code. Incentive Stock Options may be granted only to employees of the Company or of a parent or subsidiary corporation (as defined in
Section 424 of the Code). Notwithstanding any designation as an Incentive Stock Option, to the extent that the aggregate Fair Market
Value of Shares subject to a Participant’s incentive stock options that become exercisable for the first time during any calendar
year exceeds $100,000, such excess Options shall be treated as Non-Qualified Stock Options. For purposes of the foregoing, Incentive
Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined
as of the date of the grant of such Option. No Incentive Stock Options may be issued more than ten years following the earlier of (i) the
date of adoption or (ii) the most recent date of approval of the Plan by the shareholders of the Company.


 


Section 7.                     Stock
Appreciation Rights. The Committee is authorized to grant SARs to Participants with the following terms and conditions and with such
additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:


 


(a)  SARs may be granted under the Plan to Participants either
alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not,
relate to a specific Option granted under ‎Section 6.


  






    	 	 



     


    

 


(b)  The
exercise or hurdle price per Share under a SAR shall be determined by the Committee; provided, however, that, except in
the case of Substitute Awards, such exercise or hurdle price shall not be less than the Fair Market Value of a Share on the date of grant
of such SAR.


 


(c)  The
term of each SAR shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such SAR. The Committee shall
determine the time or times at which a SAR may be exercised or settled in whole or in part.


 


(d)  Upon
the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of Shares subject to the SAR multiplied
by the excess, if any, of the Fair Market Value of one Share on the exercise date over the exercise or hurdle price of such SAR. The
Company shall pay such excess in cash, in Shares valued at Fair Market Value, or any combination thereof, as determined by the Committee.


 


(e)  To
the extent a SAR is not previously exercised as to all of the Shares subject thereto, and, if the Fair Market Value of one Share is greater
than the exercise price then in effect, then the SAR shall be deemed automatically exercised immediately before its expiration.


 


(f)  No
grant of SARs may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions
to be paid on such SARs (except as provided under ‎Section 5(c)).


 


Section 8.                     Restricted
Stock. The Committee is authorized to grant Awards of Restricted Stock to Participants with the following terms and conditions and
with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:


 


(a)  The
Award Agreement shall specify the vesting schedule.


 


(b)  Awards
of Restricted Stock shall be subject to such restrictions as the Committee may impose, which restrictions may lapse separately or in
combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.


 


(c)  Subject
to the restrictions set forth in the applicable Award Agreement, a Participant generally shall have the rights and privileges of a shareholder
with respect to Awards of Restricted Stock, including the right to vote such Shares of Restricted Stock and the right to receive dividends.


 


(d)  The
Committee may, in its discretion, specify in the applicable Award Agreement that any or all dividends or other distributions paid on
Awards of Restricted Stock prior to vesting be paid either in cash or in additional Shares and either on a current or deferred basis
and that such dividends or other distributions may be reinvested in additional Shares, which may be subject to the same restrictions
as the underlying Awards.


 


(e)  Any
Award of Restricted Stock may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration.


 






    	 	 



     


    

 


(f)  The
Committee may provide in an Award Agreement that an Award of Restricted Stock is conditioned upon the Participant making or refraining
from making an election with respect to the Award under Section 83(b) of the Code. If a Participant makes an election pursuant
to Section 83(b) of the Code with respect to an Award of Restricted Stock, such Participant shall be required to file promptly
a copy of such election with the Company and the applicable Internal Revenue Service office.


 


Section 9.                     RSUs.
The Committee is authorized to grant Awards of RSUs to Participants with the following terms and conditions and with such additional
terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:


 


(a)  The
Award Agreement shall specify the vesting schedule and the delivery schedule (which may include deferred delivery later than the vesting
date).


 


(b)  Awards
of RSUs shall be subject to such restrictions as the Committee may impose, which restrictions may lapse separately or in combination
at such time or times, in such installments or otherwise, as the Committee may deem appropriate.


 


(c)  An
RSU shall not convey to a Participant the rights and privileges of a shareholder with respect to the Share subject to such RSU, such
as the right to vote or the right to receive dividends, unless and until and to the extent a Share is issued to such Participant to settle
such RSU.


 


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


 


(e)  Shares
delivered upon the vesting and settlement of an RSU Award may be evidenced in such manner as the Committee may deem appropriate, including
book-entry registration.


 


(f)  The
Committee may determine the form or forms (including cash, Shares, other Awards, other property or any combination thereof) in which
payment of the amount owing upon settlement of any RSU Award may be made.


 


Section 10.                   Performance
Awards. The Committee is authorized to grant Performance Awards to Participants with the following terms and conditions and with
such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:


 


(a)  Performance
Awards may be denominated as a cash amount, number of Shares or units or a combination thereof and are Awards that may be earned upon
achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other
Award shall constitute a Performance Award by conditioning the grant to a Participant or the right of a Participant to exercise the Award
or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the
Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing
any performance conditions. Subject to the terms of the Plan, the performance goals to be achieved during any Performance Period, the
length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant
to any Performance Award shall be determined by the Committee.


 






    	 	 



     


    

 


(b)  Performance
criteria may be measured on an absolute (e.g., plan or budget) or relative basis, and may be established on a corporate-wide basis,
with respect to one or more business units, divisions, Subsidiaries or business segments, or on an individual basis. If the Committee
determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which
the Company conducts its business, or other events or circumstances render the performance objectives unsuitable, the Committee may modify
the performance objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate
and equitable such that it does not provide any undue enrichment or harm. Performance measures may vary from Performance Award to Performance
Award and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative. The Committee
shall have the power to impose such other restrictions on Awards subject to this ‎Section 10(b) as
it may deem necessary or appropriate to ensure that such Awards satisfy all requirements of any applicable law, stock market or exchange
rules and regulations or accounting or tax rules and regulations.


 


(c)  Settlement
of Performance Awards shall be in cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined
in the discretion of the Committee.


 


(d)  A
Performance Award shall not convey to a Participant the rights and privileges of a shareholder with respect to the Share subject to such
Performance Award, such as the right to vote (except as relates to Restricted Stock) or the right to receive dividends, unless and until
and to the extent a Share is issued to such Participant to settle such Performance Award. The Committee, in its sole discretion, may
provide that a Performance Award shall convey the right to receive dividend equivalents on the Shares subject to such Performance Award
with respect to any dividends declared during the period that such Performance Award is outstanding, in which case, such dividend equivalent
rights shall accumulate and shall be paid in cash or Shares on the settlement date of the Performance Award, subject to the Participant’s
earning of the Shares with respect to which such dividend equivalents are paid upon achievement or satisfaction of performance conditions
specified by the Committee. Shares delivered upon the vesting and settlement of a Performance Award may be evidenced in such manner as
the Committee may deem appropriate, including book-entry registration. For the avoidance of doubt, unless otherwise determined by the
Committee, no dividend equivalent rights shall be provided with respect to any Shares subject to Performance Awards that are not earned
or otherwise do not vest or settle pursuant to their terms.


 






    	 	 



     


    




(e)  The
Committee may, in its discretion, increase or reduce the amount of a settlement otherwise to be made in connection with a Performance
Award.


 


Section 11.                   Other
Cash-Based Awards and Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant
Other Cash-Based Awards (either independently or as an element of or supplement to any other Award under the Plan) and Other Stock-Based
Awards. The Committee shall determine the terms and conditions of such Awards. Shares delivered pursuant to an Award in the nature of
a purchase right granted under this ‎Section 11
shall be purchased for such consideration, and paid for at such times, by such methods and in such forms, including cash, Shares, other
Awards, other property, net settlement, broker-assisted cashless exercise or any combination thereof, as the Committee shall determine;
provided that the purchase price therefor shall not be less than the Fair Market Value of such Shares on the date of grant of
such right.


 


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


 


(a)  The
Committee may provide, by rule or regulation or in any applicable Award Agreement, or may determine in any individual case, the
circumstances in which, and the extent to which, an Award may be exercised, settled, vested, paid or forfeited in the event of a Participant’s
Termination of Service prior to the end of a Performance Period or vesting, exercise or settlement of such Award.


 


(b)  Subject
to the last sentence of ‎Section 2(jj), the
Committee may determine, in its discretion, whether, and the extent to which, (i) an Award will vest during a leave of absence,
(ii) a reduction in service level (for example, from full-time to part-time employment) will cause a reduction, or other change,
to an Award and (iii) a leave of absence or reduction in service will be deemed a Termination of Service.


 


(c)  In
the event of a Change in Control, the Committee may, in its sole discretion, and on such terms and conditions as it deems appropriate,
take any one or more of the following actions with respect to any outstanding Award, which need not be uniform with respect to all Participants
and/or Awards:


 


(i)  continuation
or assumption of such Award by the Company (if it is the surviving corporation) or by the successor or surviving entity or its parent;


 


(ii)  substitution
or replacement of such Award by the successor or surviving entity or its parent with cash, securities, rights or other property to be
paid or issued, as the case may be, by the successor or surviving entity (or a parent or subsidiary thereof), with substantially the
same terms and value as such Award (including any applicable performance targets or criteria with respect thereto);


 


(iii)  acceleration
of the vesting of such Award and the lapse of any restrictions thereon and, in the case of an Option or SAR Award, acceleration of the
right to exercise such Award during a specified period (and the termination of such Option or SAR Award without payment of any consideration
therefor to the extent such Award is not timely exercised), in each case, either (A) immediately prior to or as of the date of the
Change in Control, (B) upon a Participant’s involuntary Termination of Service (including upon a termination of the Participant’s
employment by the Company (or a successor corporation or its parent) without Cause, by a Participant for “good reason” and/or
due to a Participant’s death or “disability”, as such terms may be defined in the applicable Award Agreement and/or
a Participant’s Service Agreement, as the case may be) on or within a specified period following the Change in Control or (C) upon
the failure of the successor or surviving entity (or its parent) to continue or assume such Award;


 






    	 	 



     


    

 


(iv)  in
the case of a Performance Award, determination of the level of attainment of the applicable performance condition(s); and


 


(v)  cancellation
of such Award in consideration of a payment, with the form, amount and timing of such payment determined by the Committee in its sole
discretion, subject to the following: (A) such payment shall be made in cash, securities, rights and/or other property; (B) the
amount of such payment shall equal the value of such Award, as determined by the Committee in its sole discretion; provided that,
in the case of an Option or SAR Award, if such value equals the Intrinsic Value of such Award, such value shall be deemed to be valid;
provided further that, if the Intrinsic Value of an Option or SAR Award is equal to or less than zero, the Committee may, in its
sole discretion, provide for the cancellation of such Award without payment of any consideration therefor (for the avoidance of doubt,
in the event of a Change in Control, the Committee may, in its sole discretion, terminate any Option or SAR Awards for which the exercise
or hurdle price is equal to or exceeds the per Share value of the consideration to be paid in the Change in Control transaction without
payment of consideration therefor); and (C) such payment shall be made promptly following such Change in Control or on a specified
date or dates following such Change in Control; provided that the timing of such payment shall comply with Section 409A of
the Code.


 


Section 13.                   General
Provisions Applicable to Awards.


 


(a)  Awards
shall be granted for such cash or other consideration, if any, as the Committee determines; provided that in no event shall Awards
be issued for less than such minimal consideration as may be required by applicable law.


 


(b)  Awards
may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award granted
under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with
awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of
such other Awards or awards.


 


(c)  Subject
to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or settlement of an Award may be made
in the form of cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined by the Committee
in its discretion at the time of grant, and may be made in a single payment or transfer, in installments or on a deferred basis, in each
case in accordance with rules and procedures established by the Committee. Such rules and procedures may include provisions
for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents
in respect of installment or deferred payments.


 






    	 	 



     


    

 


(d)  Except
as may be permitted by the Committee or as specifically provided in an Award Agreement, (i) no Award and no right under any
Award shall be assignable, alienable, saleable or transferable by a Participant other than by will or pursuant to ‎Section 13(e) and
(ii) during a Participant’s lifetime, each Award, and each right under any Award, shall be exercisable only by such
Participant or, if permissible under applicable law, by such Participant’s guardian or legal representative. The provisions of
this ‎Section 13(d) shall not apply
to any Award that has been fully exercised or settled, as the case may be, and shall not preclude forfeiture of an Award in
accordance with the terms thereof.


 


(e)  A
Participant may designate a Beneficiary or change a previous Beneficiary designation only at such times as prescribed by the Committee,
in its sole discretion, and only by using forms and following procedures approved or accepted by the Committee for that purpose.


 


(f)  All
certificates, if any, for Shares and/or other securities delivered under the Plan pursuant to any Award or the exercise or settlement
thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the
rules, regulations and other requirements of the Securities and Exchange Commission, any stock market or exchange upon which such Shares
or other securities are then quoted, traded or listed, and any applicable securities laws, and the Committee may cause a legend or legends
to be put on any such certificates to make appropriate reference to such restrictions.


 


(g)  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 Committee’s satisfaction, (ii) as determined by the
Committee, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities
laws, stock market or exchange rules and regulations or accounting or tax rules and regulations and (iii) the Participant
has executed and delivered to the Company such representations or agreements as the Committee deems necessary or appropriate to satisfy
any applicable laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Committee
determines is necessary to the lawful issuance and sale of any Shares, will relieve the Company of any liability for failing to issue
or sell such Shares as to which such requisite authority has not been obtained.


 


(h)  The
Committee may impose restrictions on any Award with respect to non-competition, non-solicitation, confidentiality and other restrictive
covenants, or requirements to comply with minimum share ownership requirements, as it deems necessary or appropriate in its sole discretion,
which such restrictions may be set forth in any applicable Award Agreement or otherwise.


 






    	 	 



     


    

 


Section 14.                   Amendments
and Terminations.


 


(a)  Amendment
or Termination of the Plan. Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award
Agreement or in the Plan, the Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time;
provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without
(i) shareholder approval if such approval is required by applicable law or the rules of the stock market or exchange, if any,
on which the Shares are principally quoted or traded or (ii) subject to ‎Section 5(c) and
‎Section 12, the consent of the affected Participant,
if such action would materially adversely affect the rights of such Participant under any outstanding Award, except (x) to the extent
any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock
market or exchange rules and regulations or accounting or tax rules and regulations or (y) to impose any “clawback”
or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in accordance with ‎Section 18.
Notwithstanding anything to the contrary in the Plan, the Committee may amend the Plan, or create sub-plans, in such manner as may be
necessary or desirable to enable the Plan to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance
with local rules and regulations.


 


(b)  Dissolution
or Liquidation. In the event of the dissolution or liquidation of the Company, each Award shall terminate immediately prior to the
consummation of such action, unless otherwise determined by the Committee.


 


(c)  Terms
of Awards. The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate
any Award theretofore granted (including by substituting another Award of the same or a different type), prospectively or retroactively,
without the consent of any relevant Participant or holder or Beneficiary of an Award; provided, however, that, subject
to ‎Section 5(c) and ‎Section 12,
no such action shall materially adversely affect the rights of any affected Participant or holder or Beneficiary under any Award theretofore
granted under the Plan, except (x) to the extent any such action is made to cause the Plan or Award to comply with applicable law,
stock market or exchange rules and regulations or accounting or tax rules and regulations, or (y) to impose any “clawback”
or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in accordance with ‎Section 18.
The Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition
of events (including the events described in ‎Section 5(c))
affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations or accounting principles,
whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan.


 


(d)  No
Repricing. Except as provided in ‎Section 5(c),
the Committee may not, without shareholder approval, seek to effect any re-pricing of any previously granted “underwater”
Option, SAR or similar Award by: (i) amending or modifying the terms of the Option, SAR or similar Award to lower the exercise price;
(ii) cancelling the underwater Option, SAR or similar Award and granting either (A) replacement Options, SARs or similar Awards
having a lower exercise price or (B)  Restricted Shares, RSUs, Performance Awards or Other Share-Based Awards in exchange; or (iii) cancelling
or repurchasing the underwater Options, SARs or similar Awards for cash or other securities. An Option, SAR or similar Award will be
deemed to be “underwater” at any time when the Fair Market Value of the Shares covered by such Award is less than the exercise
price of the Award.


 






    	 	 



     


    

 


Section 15.                   Miscellaneous.


 


(a)  No
Employee, Consultant, non-employee Director, Participant, or other Person shall have any claim to be granted any Award under the Plan,
and there is no obligation for uniformity of treatment of employees, Participants or holders or Beneficiaries of Awards under the Plan.
The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time
Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available
future grants under the Plan.


 


(b)  The
grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or to continue to provide
services to, the Company or any Affiliate. Further, the Company or any applicable Affiliate may at any time dismiss a Participant, free
from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement or in any
other agreement binding on the parties. The receipt of any Award under the Plan is not intended to confer any rights on the receiving
Participant except as set forth in the applicable Award Agreement.


 


(c)  No
payment pursuant to the Plan shall be taken into account in determining any benefits under any severance, pension, retirement, savings,
profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate, except to the extent otherwise expressly
provided in writing in such other plan or an agreement thereunder.


 


(d)  Nothing
contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation
arrangements, including the grant of options and other stock-based awards, and such arrangements may be either generally applicable or
applicable only in specific cases.


 


(e)  The
Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan
or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other Awards, other property, net settlement,
or any combination thereof) of applicable withholding taxes due in respect of an Award, its exercise or settlement or any payment or
transfer under such Award or under the Plan and to take such other action (including providing for elective payment of such amounts in
cash or Shares by such Participant) as may be necessary to satisfy all obligations for the payment of such taxes and, unless otherwise
determined by the Committee in its discretion, to the extent such withholding would not result in liability classification of such Award
(or any portion thereof) pursuant to FASB ASC Subtopic 718-10.


 






    	 	 



     


    

 


(f)  If
any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction,
or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision
shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan or the Award Agreement, such provision shall be stricken as
to such jurisdiction, Person or Award, and the remainder of the Plan and any such Award Agreement shall remain in full force and effect.


 


(g)  Neither
the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between
the Company and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company
pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.


 


(h)  No
fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or other
securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall
be canceled, terminated or otherwise eliminated.


 


(i)  Awards
may be granted to Participants who are non-United States nationals or employed or providing services outside the United States, or both,
on such terms and conditions different from those applicable to Awards to Participants who are employed or providing services in the
United States as may, in the judgment of the Committee, be necessary or desirable to recognize differences in local law, tax policy or
custom. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation
with respect to tax equalization for Participants on assignments outside their home country.


 


Section 16.                   Effective
Date of the Plan. The Plan shall be effective as of the Effective Date.


 


Section 17.                  Term
of the Plan. No Award shall be granted under the Plan after the earliest to occur of (i) the 10-year anniversary of the Effective
Date; (ii) the maximum number of Shares available for issuance under the Plan have been issued; or (iii) the Board terminates
the Plan in accordance with ‎Section 14(a). However, unless otherwise expressly provided in the Plan or in an applicable Award
Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend,
discontinue or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to
amend the Plan, shall extend beyond such date.


 






    	 	 



     


    

 


Section 18.                   Cancellation
or “Clawback” of Awards.


 


(a)  The
Committee may specify in an Award Agreement that a Participant’s rights, payments and benefits with respect to an Award shall be
subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise
applicable vesting or performance conditions of an Award. Such events may include a Termination of Service with or without Cause (and,
in the case of any Cause that is resulting from an indictment or other non-final determination, the Committee may provide for such Award
to be held in escrow or abeyance until a final resolution of the matters related to such event occurs, at which time the Award shall
either be reduced, cancelled or forfeited (as provided in such Award Agreement) or remain in effect, depending on the outcome), violation
of material policies, breach of non-competition, non-solicitation, confidentiality or other restrictive covenants, or requirements to
comply with minimum share ownership requirements, that may apply to the Participant, or other conduct by the Participant that is detrimental
to the business or reputation of the Company and/or its Affiliates.


 


(b)  The
Committee shall have full authority to implement any policies and procedures necessary to comply with Section 10D of the Exchange
Act and any rules promulgated thereunder and any other regulatory regimes. Notwithstanding anything to the contrary contained herein,
any Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall be subject to any clawback or recoupment
arrangements or policies the Company has in place from time to time, and the Committee may, to the extent permitted by applicable law
and stock exchange rules or by any applicable Company policy or arrangement, and shall, to the extent required, cancel or require
reimbursement of any Awards granted to the Participant or any Shares issued or cash received upon vesting, exercise or settlement of
any such Awards or sale of Shares underlying such Awards.


 


Section 19.                   Section 409A
of the Code. With respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements
of Section 409A of the Code, and the provisions of the Plan and any Award Agreement shall be interpreted in a manner that satisfies
the requirements of Section 409A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term
or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted
and deemed amended so as to avoid this conflict. Notwithstanding anything in the Plan to the contrary, if the Board considers a Participant
to be a “specified employee” under Section 409A of the Code at the time of such Participant’s “separation
from service” (as defined in Section 409A of the Code), and any amount hereunder is “deferred compensation” subject
to Section 409A of the Code, any distribution of such amount that otherwise would be made to such Participant with respect to an
Award as a result of such “separation from service” shall not be made until the date that is six months after such “separation
from service,” except to the extent that earlier distribution would not result in such Participant’s incurring interest or
additional tax under Section 409A of the Code. If an Award includes a “series of installment payments” (within the meaning
of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), a Participant’s right to such series of installment payments
shall be treated as a right to a series of separate payments and not as a right to a single payment, and if an Award includes “dividend
equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), a Participant’s right to
such dividend equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding the foregoing,
the tax treatment of the benefits provided under the Plan or any Award Agreement is not warranted or guaranteed, and in no event shall
the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by a Participant
on account of non-compliance with Section 409A of the Code.


 






    	 	 



     


    

 


Section 20.                   Successors
and Assigns. The terms of the Plan shall be binding upon and inure to the benefit of the Company and any successor entity, including
any successor entity contemplated by ‎Section 12(c).


 


Section 21.                   Data
Protection. In connection with the Plan, the Company or its affiliates, as applicable, may need to process personal data (as such
term, “personal information,” “personally identifiable information,” or any other term of comparable intent,
is defined under applicable laws or regulations, in each case to the extent applicable) provided by the Participant to, or otherwise
obtained by, the Company or its affiliates, their respective third party service providers or others acting on the Company’s or
its affiliates’ behalf. Examples of such personal data may include, without limitation, the Participant’s name, account information,
social security number, tax number and contact information. The Company or its affiliates may process such personal data for the performance
of the contract with the Participant in connection with the Plan and in its legitimate business interests for all purposes relating to
the operation and performance of the Plan, including but not limited to:


 


(a)      administering
and maintaining Participant records;


 


(b)      providing
the services described in the Plan;


 


(c)      providing
information to future purchasers or merger partners of the Company or any Affiliate, or the business in which such Participant works;
and


 


(d)      responding
to public authorities, court orders and legal investigations and complying with law, as applicable.


 


The Company or its affiliates
may share the Participant’s personal data with (i) Subsidiaries and affiliates, (ii) trustees of any employee benefit
trust, (iii) registrars, (iv) brokers, (v) third party administrators of the Plan, (vi) third party service providers
acting on the Company’s or its affiliates’ behalf to provide the services described above, (vii) future purchasers or
merger partners (as described above) or (viii) regulators and others, as required by law or in order to provide the services described
in the Plan.


 


If
necessary, the Company or its affiliates may transfer the Participant’s personal data to any of the parties mentioned above in
a country or territory that may not provide the same protection for the information as the Participant’s home country. Any transfer
of the Participant’s personal data to recipients in a third country will be made subject to appropriate safeguards or applicable
derogations provided for, and to the extent required, under applicable law. Further information on those safeguards or derogations can
be obtained through, and other questions regarding this ‎Section 21 may be directed to, the contact set
forth in the applicable employee privacy notice or other privacy policy that previously has been made available by the Company or its
applicable affiliate to the Participant (as applicable, and as updated from time to time by the Company or its applicable affiliate upon
notice to the Participant, the “Employee Privacy Notice”). The terms set forth in this ‎Section 21
are supplementary to the terms set forth in the Employee Privacy Notice (which, among other things, further describes the Company’s
and its affiliates’ processing activities, and the rights of the Participant, with respect to the Participant’s personal
data); provided that, in the event of any conflict between the terms of this ‎Section 21
and the terms of the Employee Privacy Notice, the terms of this ‎Section 21
shall govern and control in relation to the processing of such personal data in connection with the Plan.


 






    	 	 



     


    

 


The Company and its affiliates
will keep personal data collected in connection with the Plan for as long as necessary to operate the Plan or as necessary to comply
with any legal or regulatory requirements and in accordance with the Company’s and its affiliates’ backup and archival policies
and procedures.


 


Certain Participants may have a right, as further
described in the Employee Privacy Notice, to (i) request access to and rectification or erasure of the personal data provided, (ii) request
the restriction of the processing of his or her personal data, (iii) object to the processing of his or her personal data, (iv) receive
the personal data provided to the Company or its affiliates and transmit such data to another party, and (v) to lodge a complaint
with a supervisory authority.


 


Section 22.                   Governing
Law. The Plan and each Award Agreement shall be governed by the laws of the State of Delaware, without application of the conflicts
of law principles thereof.