Exhibit 10.2


 


 


 


 


 


 


 


 


 


ASP ISOTOPES INC.

2022 EQUITY INCENTIVE PLAN


 


 


 


 


 


 


 


 



    


    


    




 





TABLE OF CONTENTS


 


	 	Page
	1. Establishment,
    Purpose and Term of Plan	1
	1.1 Establishment	1
	1.2 Purpose	1
	1.3 Term of Plan	1
	2. Definitions and Construction	1
	2.1 Definitions	1
	2.2 Construction	9
	3. Administration	9
	3.1 Administration by the
    Committee	9
	3.2 Authority of Officers	9
	3.3 Administration with
    Respect to Insiders	10
	3.4 Powers of the Committee	10
	3.5 Option or SAR Repricing	11
	3.6 Indemnification	12
	4. Shares Subject to Plan	12
	4.1 Maximum Number of Shares
    Issuable	12
	4.2 Share Counting	12
	4.3 Adjustments for Changes
    in Capital Structure	13
	4.4 Assumption or Substitution
    of Awards	13
	5. Eligibility, Participation
    and Award Limitations	14
	5.1 Persons Eligible for
    Awards	14
	5.2 Participation in the
    Plan	14
	5.3 Incentive Stock Option
    Limitations	14
	5.4 Nonemployee Director
    Award Limit	15
	6. Stock Options	15
	6.1 Exercise Price	15
	6.2 Exercisability and Term
    of Options	15
	6.3 Payment of Exercise
    Price	16
	6.4 Effect of Termination
    of Service	17
	6.5 Transferability of Options	18



 






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TABLE OF CONTENTS


(continued)


 


	 	Page
	7. Stock Appreciation Rights	18
	7.1 Types of SARs Authorized	18
	7.2 Exercise Price	18
	7.3 Exercisability and Term
    of SARs	18
	7.4 Exercise of SARs	19
	7.5 Deemed Exercise of SARs	19
	7.6 Effect of Termination
    of Service	20
	7.7 Transferability of SARs	20
	8. Restricted Stock Awards	20
	8.1 Types of Restricted
    Stock Awards Authorized	20
	8.2 Purchase Price	20
	8.3 Purchase Period	20
	8.4 Payment of Purchase
    Price	21
	8.5 Vesting and Restrictions
    on Transfer	21
	8.6 Voting Rights; Dividends
    and Distributions	21
	8.7 Effect of Termination
    of Service	22
	8.8 Nontransferability of
    Restricted Stock Award Rights	22
	9. Restricted Stock Units	22
	9.1 Grant of Restricted
    Stock Unit Awards	22
	9.2 Purchase Price	22
	9.3 Vesting	22
	9.4 Voting Rights, Dividend
    Equivalent Rights and Distributions	23
	9.5 Effect of Termination
    of Service	23
	9.6 Settlement of Restricted
    Stock Unit Awards	23
	9.7 Nontransferability of
    Restricted Stock Unit Awards	24
	10. Performance Awards	24
	10.1 Types of Performance
    Awards Authorized	24
	10.2 Initial Value of Performance
    Shares and Performance Units	24
	10.3 Establishment of Performance
    Period, Performance Goals and Performance Award Formula	24
	10.4 Measurement of Performance
    Goals	25
	10.5 Settlement of Performance
    Awards	25
	10.6 Voting Rights; Dividend
    Equivalent Rights and Distributions	27
	10.7 Effect of Termination
    of Service	27
	10.8 Nontransferability
    of Performance Awards	28



 






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TABLE OF CONTENTS


(continued)



 


	 	Page
	11. Cash-Based Awards and
    Other Stock-Based Awards	28
	11.1 Grant of Cash-Based
    Awards	28
	11.2 Grant of Other Stock-Based
    Awards	28
	11.3 Value of Cash-Based
    and Other Stock-Based Awards	28
	11.4 Payment or Settlement
    of Cash-Based Awards and Other Stock-Based Awards	28
	11.5 Voting Rights; Dividend
    Equivalent Rights and Distributions	29
	11.6 Effect of Termination
    of Service	29
	11.7 Nontransferability
    of Cash-Based Awards and Other Stock-Based Awards	29
	12. Standard Forms of Award
    Agreement	30
	12.1 Award Agreements	30
	12.2 Authority to Vary Terms	30
	13. Change in Control	30
	13.1 Effect of Change in
    Control on Awards	30
	13.2 Effect of Change in
    Control on Nonemployee Director Awards	32
	13.3 Federal Excise Tax
    Under Section 4999 of the Code	32
	14. Compliance with Securities
    Law	33
	15. Compliance with Section
    409A	33
	15.1 Awards Subject to Section
    409A	33
	15.2 Deferral and/or Distribution
    Elections	33
	15.3 Subsequent Elections	34
	15.4 Payment of Section
    409A Deferred Compensation	34
	16. Tax Withholding	37
	16.1 Tax Withholding in
    General	37
	16.2 Withholding in or Directed
    Sale of Shares	37
	17. Amendment, Suspension
    or Termination of Plan	37
	18. Miscellaneous Provisions	37
	18.1 Repurchase Rights	37
	18.2 Forfeiture Events	38
	18.3 Provision of Information	38
	18.4 Electronic Delivery
    and Participation	38
	18.5 Change in Time Commitment	39
	18.6 Rights as Employee,
    Consultant or Director	39
	18.7 Rights as a Stockholder	39
	18.8 Delivery of Title to
    Shares	39
	18.9 Fractional Shares	39
	18.10 Provisions for Non-U.S.
    Participants	40
	18.11 Lock-Up Period	40
	18.12 Data Privacy	40
	18.13 Retirement and Welfare
    Plans	40
	18.14 Beneficiary Designation	41
	18.15 Severability	41
	18.16 No Constraint on Corporate
    Action	41
	18.17 Unfunded Obligation	41
	18.18 Choice of Law	41


 






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ASP
Isotopes Inc.

2022 Equity Incentive Plan


 





	 	1.	Establishment, Purpose
    and term of Plan.


 


1.1 Establishment.


 


(a) The ASP Isotopes Inc. 2022 Equity Incentive
Plan (the “Plan”) is hereby established effective as of the Effective Date. Certain capitalized terms used
herein have the meanings set forth in Section 2 of the Plan.


 


(b) The Plan is the successor to the Prior Plan.
As of the Effective Date: (i) no additional awards may be granted under the Prior Plan, and (ii) all awards granted under the Prior Plan
that are outstanding on the Effective Date will remain subject to the terms of the Prior Plan.


 


1.2 Purpose. The purpose of the Plan is to
advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, retain and reward
persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability
of the Participating Company Group. The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Stock Appreciation
Rights, Restricted Stock Awards, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards and Other Stock-Based
Awards.


 


1.3 Term of Plan. The Plan shall continue
in effect until its termination by the Committee; provided, however, that any Incentive Stock Option shall be granted, if at all, within
ten (10) years from the earlier of the date that the Plan was approved by the Board or the stockholders of the Company.


 


	 	2.	Definitions and Construction.


 


2.1 Definitions. Whenever used herein, the
following terms shall have their respective meanings set forth below:


 


(a) “Affiliate” means
(i) a parent entity, other than a Parent Corporation, that directly, or indirectly through one or more intermediary entities, controls
the Company or (ii) a subsidiary entity, other than a Subsidiary Corporation, that is controlled by the Company directly or indirectly
through one or more intermediary entities. For this purpose, the terms “parent,” “subsidiary,” “control”
and “controlled by” shall have the meanings assigned to such terms for the purposes of registration of securities on Form
S-8 under the Securities Act.


 


(b) “Award” means any
Option, Stock Appreciation Right, Restricted Stock Purchase Right, Restricted Stock Bonus, Restricted Stock Unit, Performance Share,
Performance Unit, Cash-Based Award or Other Stock-Based Award granted under the Plan.


 


(c) “Award Agreement”
means a written or electronic agreement between the Company and a Participant setting forth the terms, conditions and restrictions applicable
to an Award.


 






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


 


(e) “Cash-Based Award”
means an Award denominated in cash and granted pursuant to Section 11.


 


(f) “Cashless Exercise”
means a Cashless Exercise as defined in Section 6.3(b)(i).


 


(g) “Cause” has the
meaning ascribed to such term in any written agreement between the Participant and the applicable Participating Company that employs
or engages Participant defining such term and, in the absence of such an agreement that contains such term, ”Cause” means,
with respect to a Participant, the occurrence of any of the following events: (i) the Participant’s theft, dishonesty, willful
misconduct, breach of fiduciary duty for personal profit, or falsification of any Participating Company documents or records; (ii) the
Participant’s material failure to abide by a Participating Company’s code of conduct or other policies (including, without
limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant’s unauthorized use, misappropriation,
destruction or diversion of any tangible or intangible asset or corporate opportunity of a Participating Company (including, without
limitation, the Participant’s improper use or disclosure of a Participating Company’s confidential or proprietary information);
(iv) any intentional act by the Participant which has a material detrimental effect on a Participating Company’s reputation or
business; (v) the Participant’s repeated failure or inability to perform any reasonable assigned duties after written notice from
a Participating Company of, and a reasonable opportunity to cure, such failure or inability; (vi) any material breach by the Participant
of any employment, service, non-disclosure, non-competition, non-solicitation or other similar agreement between the Participant and
a Participating Company, which breach is not cured pursuant to the terms of such agreement (except with respect to a disclosure protected
by applicable law); or (vii) the Participant’s conviction (including any plea of guilty or nolo contendere) of any criminal
act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant’s ability to perform his
or her duties with a Participating Company.


 


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


 


(i) any “person” (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as such term is defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total Fair
Market Value or total combined voting power of the Company’s then-outstanding securities entitled to vote generally in the election
of Directors; provided, however, that a Change in Control shall not be deemed to have occurred if such degree of beneficial ownership
results from any of the following: (A) an acquisition by any person who on the Effective Date is the beneficial owner of more than fifty
percent (50%) of such voting power, (B) any acquisition directly from the Company, including, without limitation, pursuant to or in connection
with a public offering of securities, (C) any acquisition by the Company, (D) any acquisition by a trustee or other fiduciary under an
employee benefit plan of a Participating Company or (E) any acquisition by an entity owned directly or indirectly by the stockholders
of the Company in substantially the same proportions as their ownership of the voting securities of the Company; or


 






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(ii) an Ownership Change Event or series of related
Ownership Change Events (collectively, a “Transaction”) in which the stockholders of the Company immediately
before the Transaction do not retain immediately after the Transaction direct or indirect beneficial ownership of more than fifty percent
(50%) of the total combined voting power of the outstanding securities entitled to vote generally in the election of Directors or, in
the case of an Ownership Change Event described in Section 2.1(gg)(iii), the entity to which the assets of the Company were transferred
(the “Transferee”), as the case may be; or


 


(iii) a date specified by the Committee following
approval by the stockholders of a plan of complete liquidation or dissolution of the Company;


 


provided, however, that a Change in Control shall be deemed not to
include a transaction described in subsections (i) or (ii) of this Section 2.1(h) in which a majority of the members of the board of
directors of the continuing, surviving or successor entity, or parent thereof, immediately after such transaction is comprised of Incumbent
Directors.


 


For purposes of the preceding sentence, indirect
beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more
corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or
more subsidiary corporations or other business entities. The Committee shall determine whether multiple events described in subsections
(i), (ii) and (iii) of this Section 2.1(h) are related and to be treated in the aggregate as a single Change in Control, and its determination
shall be final, binding and conclusive.


 


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


 


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


 


(i) “Code” means the
Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative guidelines promulgated thereunder.


 






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(j) “Committee” means
the Compensation Committee and such other committee or subcommittee of the Board, if any, duly appointed to administer the Plan and having
such powers in each instance as shall be specified by the Board. If, at any time, there is no committee of the Board then authorized
or properly constituted to administer the Plan, the Board shall exercise all of the powers of the Committee granted herein, and, in any
event, the Board may in its discretion exercise any or all of such powers and, in such instances, references herein to the Committee
shall mean the Board. Unless the Board specifically determines otherwise, each member of the Committee shall, at the time it takes any
action with respect to an Award under the Plan, be a “non-employee director” within the meaning of Rule 16b-3 and an “independent
director” under the rules of any stock exchange on which the Stock is listed. However, the fact that a Committee member shall fail
to qualify as “non-employee director” or an “independent director” shall not invalidate any Award granted by
the Committee which Award is otherwise validly granted under the Plan.


 


(k) “Company” means
ASP Isotopes Inc., a Delaware corporation, and any successor corporation thereto.


 


(l) “Consultant” means
a person engaged to provide consulting or advisory services (other than as an Employee or a Director) to a Participating Company, provided
that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the
Company from offering or selling securities to such person pursuant to the Plan in reliance on registration on Form S-8 under the Securities
Act.


 


(m) “Director” means
a member of the Board.


 


(n) “Disability” means
the permanent and total disability of the Participant, within the meaning of Section 22(e)(3) of the Code.


 


(o) “Dividend Equivalent Right”
means the right of a Participant, granted at the discretion of the Committee or as otherwise provided by the Plan, to receive a credit
for the account of such Participant in an amount equal to the cash dividends paid on one share of Stock for each share of Stock represented
by an Award held by such Participant.


 


(p) “Effective Date”
means the IPO Date, provided this Plan is approved by the Company’s stockholders prior to the IPO Date.


 


(q) “Employee” means
any person treated as an employee (including an Officer or a Director who is also treated as an employee) in the records of a Participating
Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the
Code; provided, however, that neither service as a Director nor payment of a Director’s fee shall be sufficient to constitute employment
for purposes of the Plan. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become
or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case
may be. For purposes of an individual’s rights, if any, under the terms of the Plan as of the time of the Company’s determination
of whether or not the individual is an Employee, all such determinations by the Company shall be final, binding and conclusive as to
such rights, if any, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination
as to such individual’s status as an Employee.


 






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(r) “Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


(s) “Fair Market Value”
means, as of any date, the value of a share of Stock or other property as determined by the Committee, in its discretion, or by the Company,
in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:


 


(i) Except as otherwise determined by the Committee,
if, on such date, the Stock is listed or quoted on a national or regional securities exchange or quotation system, the Fair Market Value
of a share of Stock shall be the closing price of a share of Stock as quoted on the national or regional securities exchange or quotation
system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company
deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or quotation system,
the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded or quoted prior to
the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion.


 


(ii) If, on such date, the Stock is not listed or
quoted on a national or regional securities exchange or quotation system, the Fair Market Value of a share of Stock shall be as determined
by the Committee in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse, and
in a manner consistent with the requirements of Section 409A and/or Section 422 of the Code to the extent applicable.


 


(t) “Full Value Award”
means any Award settled in Stock, other than (i) an Option, (ii) a Stock Appreciation Right, or (iii) a Restricted Stock Purchase Right
or an Other Stock-Based Award under which the Company will receive monetary consideration equal to the Fair Market Value (determined
on the effective date of grant) of the shares subject to such Award.


 


(u) “Incentive Stock Option”
means an Option intended to be (as set forth in the Award Agreement) and which qualifies as an incentive stock option within the meaning
of Section 422(b) of the Code.


 


(v) “Incumbent Director”
means a director who either (i) is a member of the Board as of the Effective Date or (ii) is elected, or nominated for election, to the
Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but excluding
a director who was elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors
of the Company).


 


(w) “Insider” means
an Officer, a Director or other person whose transactions in Stock are subject to Section 16 of the Exchange Act.


 


(x) “IPO Date” means
the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Company’s
common stock, pursuant to which the common stock is priced for the initial public offering.


 






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(y) “Materially Impair”
means any amendment to the terms of the Award that materially adversely affects the Participant’s rights under the Award. A Participant's
rights under an Award will not be deemed to have been Materially Impaired by any such amendment if the Committee, in its sole discretion,
determines that the amendment, taken as a whole, does not materially impair the Participant's rights. For example, the following types
of amendments to the terms of an Award do not Materially Impair the Participant’s rights under the Award: (i) imposition of reasonable
restrictions on the minimum number of shares subject to an Option that may be exercised, (ii) to maintain the qualified status of the
Award as an Incentive Stock Option under Section 422 of the Code; (iii) to change the terms of an Incentive Stock Option in a manner
that disqualifies, impairs or otherwise affects the qualified status of the Award as an Incentive Stock Option under Section 422 of the
Code; (iv) to clarify the manner of exemption from, or to bring the Award into compliance with or qualify it for an exemption from, Section
409A; or (v) to comply with other applicable laws.


  


(z) “Net Exercise” means
a Net Exercise as defined in Section 6.3(b)(iii).


 


(aa) “Nonemployee Director”
means a Director who is not an Employee.


 


(bb) “Nonemployee Director Award”
means any Award granted to a Nonemployee Director.


 


(cc) “Nonstatutory Stock Option”
means an Option not intended to be (as set forth in the Award Agreement) or which does not qualify as an incentive stock option within
the meaning of Section 422(b) of the Code.


 


(dd) “Officer” means
any person designated by the Board as an officer of the Company.


 


(ee) “Option” means
an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan.


 


(ff) “Other Stock-Based Award”
means an Award denominated in shares of Stock and granted pursuant to Section 11.


 


(gg) “Ownership Change Event”
means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or
series of related transactions by the stockholders of the Company of securities of the Company representing more than fifty percent (50%)
of the total combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of Directors;
(ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all
of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).


 


(hh) “Parent Corporation”
means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code.


 






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(ii) “Participant” means
any eligible person who has been granted one or more Awards.


 


(jj) “Participating Company”
means the Company or any Parent Corporation, Subsidiary Corporation or Affiliate.


 


(kk) “Participating Company Group”
means, at any point in time, the Company and all other entities collectively which are then Participating Companies.


 


(ll) “Performance Award”
means an Award of Performance Shares or Performance Units.


 


(mm) “Performance Award Formula”
means, for any Performance Award, a formula or table established by the Committee pursuant to Section 10.3 which provides the basis for
computing the value of a Performance Award at one or more levels of attainment of the applicable Performance Goal(s) measured as of the
end of the applicable Performance Period.


 


(nn) “Performance Goal”
means a performance goal established by the Committee pursuant to Section 10.3.


 


(oo) “Performance Period”
means a period established by the Committee pursuant to Section 10.3 at the end of which one or more Performance Goals are to be measured.


 


(pp) “Performance Share”
means a right granted to a Participant pursuant to Section 10 to receive a payment equal to the value of a Performance Share, as determined
by the Committee, based upon attainment of applicable Performance Goal(s).


 


(qq) “Performance Unit”
means a right granted to a Participant pursuant to Section 10 to receive a payment equal to the value of a Performance Unit, as determined
by the Committee, based upon attainment of applicable Performance Goal(s).


 


(rr) “Plan Administrator”
means the person, persons, and/or third-party administrator designated by the Company to administer the day to day operations of the
Plan and the Company’s other equity incentive programs.


 


(ss) “Prior Plan” means
the Company’s 2021 Equity Incentive Plan.


 


(tt) “Post-Termination Exercise
Period” means the period following termination of a Participant’s continuous Service within which an Option or
SAR is exercisable, as specified in Section 6.4(a).


 


(uu) “Restricted Stock Award”
means an Award of a Restricted Stock Bonus or a Restricted Stock Purchase Right.


 


(vv) “Restricted Stock Bonus”
means Stock granted to a Participant pursuant to Section 8.


 






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(ww) “Restricted Stock Purchase Right”
means a right to purchase Stock granted to a Participant pursuant to Section 8.


 


(xx) “Restricted Stock Unit”
means a right granted to a Participant pursuant to Section 9 to receive on a future date or occurrence of a future event a share of Stock
or cash in lieu thereof, as determined by the Committee.


 


(yy) “Rule 16b-3” means
Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.


 


(zz) “SAR” or “Stock
Appreciation Right” means a right granted to a Participant pursuant to Section 7 to receive payment, for each share of
Stock subject to such Award, of an amount equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise
of the Award over the exercise price thereof.


 


(aaa) “Section 409A”
means Section 409A of the Code.


 


(bbb) “Section 409A Deferred Compensation”
means compensation provided pursuant to an Award that constitutes nonqualified deferred compensation within the meaning of Section 409A.


 


(ccc) “Securities Act”
means the Securities Act of 1933, as amended.


 


(ddd) “Service” means
a Participant’s employment or service with the Participating Company Group, whether as an Employee, a Director or a Consultant.
Unless otherwise provided by the Committee, a Participant’s Service shall not be deemed to have terminated merely because of a
change in the capacity in which the Participant renders Service or a change in the Participating Company for which the Participant renders
Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s
Service shall not be deemed to have been interrupted or terminated if the Participant takes any military leave, sick leave, or other
bona fide leave of absence approved by the Company. However, unless otherwise provided by the Committee, if any such leave taken by a
Participant exceeds ninety (90) days, then on the ninety-first (91st) day following the commencement of such leave the Participant’s
Service shall be deemed to have terminated, unless the Participant’s right to return to Service is guaranteed by statute or contract.
Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, an unpaid leave of absence shall not be
treated as Service for purposes of determining vesting under the Participant’s Award Agreement. A Participant’s Service shall
be deemed to have terminated either upon an actual termination of Service or upon the business entity for which the Participant performs
Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the
Participant’s Service has terminated and the effective date of and reason for such termination.


 


(eee) “Stock” means
the common stock of the Company, as adjusted from time to time in accordance with Section 4.


 


(fff) “Stock Tender Exercise”
means a Stock Tender Exercise as defined in Section 6.3(b)(ii).


 






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(ggg) “Subsidiary Corporation”
means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.


 


(hhh) “Ten Percent Owner”
means a Participant who, at the time an Option is granted to the Participant, owns stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of a Participating Company (other than an Affiliate) within the meaning of Section
422(b)(6) of the Code.


 


(iii) “Trading Compliance Policy”
means the written policy of the Company pertaining to the purchase, sale, transfer or other disposition of the Company’s equity
securities by Directors, Officers, Employees or other service providers who may possess material, nonpublic information regarding the
Company or its securities.


 


(jjj) “Vesting Conditions”
mean those conditions established in accordance with the Plan prior to the satisfaction of which an Award or shares subject to an Award
remain subject to forfeiture or a repurchase option in favor of the Company exercisable for the Participant’s monetary purchase
price, if any, for such shares upon the Participant’s termination of Service or failure of a performance condition to be satisfied.


 


2.2 Construction. Captions and titles contained
herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise
indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or”
is not intended to be exclusive, unless the context clearly requires otherwise.


 


	 	3.	Administration.


 


3.1 Administration by the Committee. The
Plan shall be administered by the Committee. All questions of interpretation of the Plan, of any Award Agreement or of any other form
of agreement or other document employed by the Company in the administration of the Plan or of any Award shall be determined by the Committee,
and such determinations shall be final, binding and conclusive upon all persons having an interest in the Plan or such Award, unless
fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Committee in the exercise of
its discretion pursuant to the Plan or Award Agreement or other agreement thereunder (other than determining questions of interpretation
pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest therein. All expenses
incurred in connection with the administration of the Plan shall be paid by the Company.


 


3.2 Authority of Officers. Any Officer shall
have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election that is the
responsibility of or that is allocated to the Company herein, provided that the Officer has apparent authority with respect to such matter,
right, obligation, determination or election. To the extent permitted by applicable law, the Committee may, in its discretion, delegate
to a committee comprised of one or more Officers the authority to grant one or more Awards, without further approval of the Committee,
to any Employee, other than a person who, at the time of such grant, is an Insider, and to exercise such other powers under the Plan
as the Committee may determine; provided, however, that (a) the Committee shall fix the maximum number of shares subject to Awards that
may be granted by such Officers, (b) each such Award shall be subject to the terms and conditions of the appropriate standard form of
Award Agreement approved by the Board or the Committee and shall conform to the provisions of the Plan, and (c) each such Award shall
conform to such other limits and guidelines as may be established from time to time by the Committee.


 






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3.3 Administration with Respect to Insiders.
With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered
pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.


 


3.4 Powers of the Committee. In addition
to any other powers set forth in the Plan and subject to the provisions of the Plan, the Committee shall have the full and final power
and authority, in its discretion:


 


(a) to determine the persons to whom, and the
time or times at which, Awards shall be granted and the number of shares of Stock, units or monetary value to be subject to each Award;


 


(b) to determine the type of Award granted;


 


(c) to determine the Fair Market Value of shares
of Stock or other property;


 


(d) to determine the terms, conditions and restrictions
applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including, without limitation, (i) the
exercise or purchase price of shares pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award, (iii)
the method for satisfaction of any tax withholding obligation arising in connection with any Award, including by the withholding or delivery
of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant
thereto, (v) the Performance Measures, Performance Period, Performance Award Formula and Performance Goals applicable to any Award and
the extent to which such Performance Goals have been attained, (vi) the time of expiration of any Award, (vii) the effect of any Participant’s
termination of Service on any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares
acquired pursuant thereto not inconsistent with the terms of the Plan;


 


(e) to determine whether an Award will be settled
in shares of Stock, cash, other property or in any combination thereof;


 


(f) to approve one or more forms of Award Agreement;


 


(g) to amend, modify, extend, cancel or renew
any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto provided however,
that, a Participant’s rights under any Award will not be Materially Impaired by any such amendment unless (i) the Company requests
the consent of the affected Participant, and (ii) such Participant consents in writing;


 






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(h) to accelerate, continue, extend or defer the
exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period following a Participant’s
termination of Service provided however, that, a Participant’s rights under any Award will not be Materially Impaired by
any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing;


 


(i) to prescribe, amend or rescind rules, guidelines
and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan, including, without
limitation, as the Committee deems necessary or desirable to comply with the laws of, or to accommodate the tax policy, accounting principles
or custom of, foreign jurisdictions whose residents may be granted Awards;


 


(j) To prohibit the exercise of any Option, SAR
or other exercisable Award during a period of up to 30 days prior to the consummation of any pending stock dividend, stock split, combination
or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders,
or any other change affecting the shares of Stock or the share price of the Stock including any Change in Control, for reasons of administrative
convenience;


 


(k) To effect, at any time and from time to time,
subject to the consent of any Participant whose Award is Materially Impaired by such action, (i) the reduction of the exercise price
(or strike price) of any outstanding Option or SAR; (i) the cancellation of any outstanding Option or SAR and the grant in substitution
therefor of (A) a new Option, SAR, Restricted Stock Award, RSU Award or Other Award, under the Plan or another equity plan of the Company,
covering the same or a different number of shares of Stock, (B) cash and/or (C) other valuable consideration (as determined by the Board);
or (iii) any other action that is treated as a repricing under generally accepted accounting principles; and


 


(l) to correct any defect, supply any omission
or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with
respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or
applicable law.


 


3.5 Option or SAR Repricing. The Committee
shall have the authority, without additional approval by the stockholders of the Company, to approve a program providing for either (a)
the cancellation of outstanding Options or SARs having exercise prices per share greater than the then Fair Market Value of a share of
Stock (“Underwater Awards”) and the grant in substitution therefor of new Options or SARs covering the same
or a different number of shares but with an exercise price per share equal to the Fair Market Value per share on the new grant date,
Full Value Awards, or payments in cash, or (b) the amendment of outstanding Underwater Awards to reduce the exercise price thereof to
the Fair Market Value per share on the date of amendment.


 






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3.6 Indemnification. In addition to such
other rights of indemnification as they may have as members of the Board or the Committee or as officers or employees of the Participating
Company Group, to the extent permitted by applicable law, members of the Board or the Committee and any officers or employees of the
Participating Company Group to whom authority to act for the Board, the Committee or the Company is delegated shall be indemnified by
the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason
of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid
by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged
in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided,
however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company,
in writing, the opportunity at its own expense to handle and defend the same.


 


	 	4.	Shares Subject to Plan.


 


4.1 Maximum Number of Shares Issuable. Subject
to adjustment as provided in Sections 4.2 and 4.3, the maximum aggregate number of shares of Stock that may be issued under the Plan
shall be 5,000,000 shares, plus an annual increase commencing on January 1, 2023 and on each subsequent January 1 through and including
January 1, 2032 by a number of shares equal to the lesser of (i) five percent (5%) of the number of shares of Stock outstanding as of
the conclusion of the Company’s immediately preceding fiscal year, or (ii) such amount, if any, as the Board may determine, and
such shares shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof.


 


4.2 Share Counting. If an outstanding Award
for any reason expires or is terminated or canceled without having been exercised or settled in full, or if shares of Stock acquired
pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company for an amount not greater than the
Participant’s purchase price, the shares of Stock allocable to the terminated portion of such Award or such forfeited or repurchased
shares of Stock shall again be available for issuance under the Plan. Shares of Stock shall not be deemed to have been issued pursuant
to the Plan with respect to any portion of an Award that is settled in cash. Upon payment in shares of Stock pursuant to the exercise
of an SAR, the number of shares available for issuance under the Plan shall be reduced by the gross number of shares for which the SAR
is exercised. If the exercise price of an Option is paid by tender to the Company, or attestation to the ownership, of shares of Stock
owned by the Participant, or by means of a Net Exercise, the number of shares available for issuance under the Plan shall be reduced
only by the net number of shares for which the Option is exercised. Shares purchased in the open market with proceeds from the exercise
of Options shall not be added to the limit set forth in Section 4.1. Shares withheld or reacquired by the Company in satisfaction of
tax withholding obligations pursuant to the exercise or settlement of Options or SARs pursuant to Section 16.2 and Shares withheld or
reacquired by the Company in satisfaction of tax withholding obligations pursuant to the vesting or settlement of Full Value Awards pursuant
to Section 16.2 shall again become available for issuance under the Plan.


 






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4.3 Adjustments for Changes in Capital Structure.
Subject to any required action by the stockholders of the Company and the requirements of Section 409A and Section 424 of the Code
to the extent applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through
merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock
split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company,
or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting regular,
periodic cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments
shall be made in the number and kind of shares subject to the Plan and to any outstanding Awards, the annual increase set forth in Section
4.1, the Award limits set forth in Section 5.3, and in the exercise or purchase price per share under any outstanding Award in order
to prevent dilution or enlargement of Participants’ rights under the Plan. For purposes of the foregoing, conversion of any convertible
securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority
of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted into, or
otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”),
the Committee may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares. In the event of any such
amendment, the number of shares subject to, and the exercise or purchase price per share of, the outstanding Awards shall be adjusted
in a fair and equitable manner as determined by the Committee, in its discretion and in accordance with Section 409A and Section 424
of the Code to the extent applicable. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down
to the nearest whole number and the exercise or purchase price per share shall be rounded up to the nearest whole cent. In no event may
the exercise or purchase price, if any, under any Award be decreased to an amount less than the par value, if any, of the stock subject
to such Award. The Committee in its discretion, may also make such adjustments in the terms of any Award to reflect, or related to, such
changes in the capital structure of the Company or distributions as it deems appropriate, including modification of Performance Goals,
Performance Award Formulas and Performance Periods. The adjustments determined by the Committee pursuant to this Section shall be final,
binding and conclusive.


 


4.4 Assumption or Substitution of Awards.
The Committee may, without affecting the number of shares of Stock reserved or available hereunder, authorize the issuance or assumption
of equity awards under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon
such terms and conditions as it may deem appropriate, subject to compliance with Section 409A and any other applicable provisions of
the Code, without reducing the number of shares otherwise available for issuance under the Plan. In addition, subject to compliance with
applicable laws, and listing requirements, shares available for grant under a stockholder approved plan of an acquired company (as appropriately
adjusted to reflect the transaction) may be used for awards under the Plan to individuals who were not Employees or Directors of the
Participating Company Group prior to the transaction and shall not reduce the number of shares otherwise available for issuance under
the Plan.


 






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	 	5.	Eligibility, Participation
    and Award Limitations.


 


5.1 Persons Eligible for Awards. Awards may
be granted only to Employees, Consultants and Directors.


 


5.2 Participation in the Plan. Awards are
granted solely at the discretion of the Committee. Eligible persons may be granted more than one Award. However, eligibility in accordance
with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional
Award.


 


5.3 Incentive Stock Option Limitations.


 


(a) Maximum Number of Shares Issuable Pursuant
to Incentive Stock Options. Subject to adjustment as provided in Section 4.3, the maximum aggregate number of shares of Stock
that may be issued under the Plan pursuant to the exercise of Incentive Stock Options shall not exceed _________1 shares.
The maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to all Awards other than Incentive Stock Options
shall be the number of shares determined in accordance with Section 4.1, subject to adjustment as provided in Sections 4.2 and 4.3.


 


(b) Persons Eligible. An Incentive
Stock Option may be granted only to a person who, on the effective date of grant, is an Employee of the Company, a Parent Corporation
or a Subsidiary Corporation (each being an “ISO-Qualifying Corporation”). Any person who is not an Employee
of an ISO-Qualifying Corporation on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock
Option.


 


(c) Fair Market Value Limitation.
To the extent that options designated as Incentive Stock Options (granted under all stock plans of the Participating Company Group, including
the Plan) become exercisable by a Participant for the first time during any calendar year for stock having a Fair Market Value greater
than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount shall be treated as Nonstatutory
Stock Options. For purposes of this Section, options designated as Incentive Stock Options shall be taken into account in the order in
which they were granted, and the Fair Market Value of stock shall be determined as of the time the option with respect to such stock
is granted. If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation
shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment
to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the
limitation set forth in this Section, the Participant may designate which portion of such Option the Participant is exercising. In the
absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first.
Upon exercise of the Option, shares issued pursuant to each such portion shall be separately identified.


 





 






	1	Note to Company: Recommend setting this limit at 3x the limit
specified in Section 4.1 (so as to provide cushion for subsequent evergreen increases over the life of the plan).



 






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5.4 Nonemployee Director Award Limit. The
limitations in this Section 5.4 shall apply commencing with the annual period that begins on the Company’s first Annual Meeting
of Stockholders following the Effective Date. The aggregate value of all compensation granted or paid (as calculated without giving effect
to any compensation payment deferral election or any expense reimbursement payments), as applicable, to any individual for service as
a Nonemployee Director with respect to any period commencing on the date of the Company’s Annual Meeting of Stockholders for a
particular year and ending on the day immediately prior to the date of the Company’s Annual Meeting of Stockholders for the next
subsequent year, including Awards granted and cash fees paid by the Company to such Non-Employee Director, will not exceed (i) $600,000
in total value or (ii) in the event such Non-Employee Director is first appointed or elected to the Board during such period, $1,000,000
in total value, in each case calculating the value of any Awards based on the grant date fair value of such Awards for financial reporting
purposes.


 


	 	6.	Stock Options.


 


Options shall be evidenced by Award Agreements
specifying the number of shares of Stock covered thereby, in such form as the Committee shall establish. Such Award Agreements may incorporate
all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:


 


6.1 Exercise Price. The exercise price for
each Option shall be established in the discretion of the Committee; provided, however, that (a) the exercise price per share shall be
not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option and (b) no Incentive Stock Option
granted to a Ten Percent Owner shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value
of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock
Option or a Nonstatutory Stock Option) may be granted with an exercise price less than the minimum exercise price set forth above if
such Option is granted pursuant to an assumption or substitution for another option in a manner that would qualify under the provisions
of Section 409A or Section 424(a) of the Code.


 


6.2 Exercisability and Term of Options. Options
shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria
and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such Option; provided, however,
that (a) no Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option, (b)
no Incentive Stock Option granted to a Ten Percent Owner shall be exercisable after the expiration of five (5) years after the effective
date of grant of such Option and (c) no Option granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards
Act of 1938, as amended, shall be first exercisable until at least six (6) months following the date of grant of such Option (except
in the event of such Employee’s death, disability or retirement, upon a Change in Control, or as otherwise permitted by the Worker
Economic Opportunity Act). Subject to the foregoing, unless otherwise specified by the Committee in the grant of an Option, each Option
shall terminate ten (10) years after the effective date of grant of the Option, unless earlier terminated in accordance with its provisions.


 






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6.3 Payment of Exercise Price.


 


(a) Forms of Consideration Authorized.
Except as otherwise provided below, payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option
shall be made (i) in cash, by check or in cash equivalent; (ii) if permitted by the Committee and subject to the limitations contained
in Section 6.3(b), by means of (1) a Cashless Exercise, (2) a Stock Tender Exercise or (3) a Net Exercise (for Nonstatutory Stock Options);
(iii) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or
(iv) if permitted by the Committee, by any combination thereof. The Committee may at any time or from time to time grant Options which
do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one
or more forms of consideration.


 


(b) Limitations on Forms of Consideration.


 


(i) Cashless Exercise. A “Cashless
Exercise” means the delivery of a properly executed notice of exercise together with irrevocable instructions to a broker
providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired
upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as
promulgated from time to time by the Board of Governors of the Federal Reserve System). The Company reserves, at any and all times, the
right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for
the exercise of Options by means of a Cashless Exercise, including with respect to one or more Participants specified by the Company
notwithstanding that such program or procedures may be available to other Participants.


 


(ii) Stock Tender Exercise. A “Stock
Tender Exercise” means the delivery of a properly executed exercise notice accompanied by a Participant’s tender
to the Company, or attestation to the ownership, in a form acceptable to the Company of whole shares of Stock owned by the Participant
having a Fair Market Value that does not exceed the aggregate exercise price for the shares with respect to which the Option is exercised.
A Stock Tender Exercise shall not be permitted if it would constitute a violation of the provisions of any law, regulation or agreement
restricting the redemption of the Company’s stock. If required by the Company, an Option may not be exercised by tender to the
Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Participant for a period
of time required by the Company (and not used for another option exercise by attestation during such period) or were not acquired, directly
or indirectly, from the Company.


 


(iii) Net Exercise. A “Net Exercise”
means the delivery of a properly executed exercise notice followed by a procedure pursuant to which (1) the Company will reduce the number
of shares otherwise issuable to a Participant upon the exercise of an Option by the largest whole number of shares having a Fair Market
Value that does not exceed the aggregate exercise price for the shares with respect to which the Option is exercised, and (2) the Participant
shall pay to the Company in cash the remaining balance of such aggregate exercise price not satisfied by such reduction in the number
of whole shares to be issued.


 






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6.4 Effect of Termination of Service.


 


(a) Option Exercisability. Subject
to earlier termination of the Option as otherwise provided by this Plan and unless otherwise provided by the Committee or in an Award
Agreement, an Option shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during
the applicable time period specified below, or if applicable, such other period provided in the applicable Award Agreement or other written
agreement between the Participant and the Company; provided however, in no event may such Option be exercised after expiration of its
maximum permitted term as set forth in the Award Agreement evidencing such Option or any earlier date the Option is terminated in connection
with a Change in Control (the “Option Expiration Date”), and thereafter shall terminate if not exercised during
such period.


 


(i) Disability. If the Participant’s
Service terminates because of the Disability of the Participant, the Option, to the extent unexercised and exercisable for vested shares
on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s guardian
or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service
terminated.


 


(ii) Death. If the Participant’s Service
terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable for vested shares on the date
on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative or other person
who acquired the right to exercise the Option by reason of the Participant’s death at any time prior to the expiration of twelve
(12) months after the date on which the Participant’s Service terminated. The Participant’s Service shall be deemed to have
terminated on account of death if the Participant dies within three (3) months after the Participant’s termination of Service for
any reason other than Cause.


 


(iii) Termination for Cause. Notwithstanding
any other provision of the Plan to the contrary, if the Participant’s Service is terminated for Cause or if, following the Participant’s
termination of Service and during any period in which the Option otherwise would remain exercisable, the Participant engages in any act
that would constitute Cause, the Option shall terminate in its entirety and cease to be exercisable immediately upon such termination
of Service or act.


 


(iv) Other Termination of Service. If the
Participant’s Service terminates for any reason, except Disability, death or Cause, the Option, to the extent unexercised and exercisable
for vested shares on the date on which the Participant’s Service terminated, may be exercised by the Participant at any time prior
to the expiration of three (3) months after the date on which the Participant’s Service terminated.


 


(b) Extension if Exercise Prevented by Law.
Notwithstanding the foregoing, other than termination of Service for Cause, if the exercise of an Option within the Post-Termination
Exercise Period is prevented by the provisions of Section 14 below or other applicable law, the Option shall remain exercisable until
the later of (i) thirty (30) days after the date such exercise first would no longer be prevented by such provisions or (ii) the end
of the applicable Post-Termination Exercise Period, but in any event no later than the Option Expiration Date.


 






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6.5 Transferability of Options. During the
lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant’s guardian or legal representative.
An Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance,
or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent
and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee, in its discretion, and set forth in the Award
Agreement evidencing such Option, an Option shall be assignable or transferable subject to the applicable limitations, if any, described
in the General Instructions to Form S-8 under the Securities Act or, in the case of an Incentive Stock Option, only as permitted by applicable
regulations under Section 421 of the Code in a manner that does not disqualify such Option as an Incentive Stock Option.


 


	 	7.	Stock Appreciation
    Rights.


 


Stock Appreciation Rights shall be evidenced by
Award Agreements specifying the number of shares of Stock subject to the Award, in such form as the Committee shall establish. Such Award
Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms
and conditions:


 


7.1 Types of SARs Authorized. SARs may be
granted in tandem with all or any portion of a related Option (a “Tandem SAR”) or may be granted independently
of any Option (a “Freestanding SAR”). A Tandem SAR may only be granted concurrently with the grant of the related
Option.


 


7.2 Exercise Price. The exercise price for
each SAR shall be established in the discretion of the Committee; provided, however, that (a) the exercise price per share subject to
a Tandem SAR shall be the exercise price per share under the related Option and (b) the exercise price per share subject to a Freestanding
SAR shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the SAR. Notwithstanding the foregoing,
an SAR may be granted with an exercise price lower than the minimum exercise price set forth above if such SAR is granted pursuant to
an assumption or substitution for another stock appreciation right in a manner that would qualify under the provisions of Section 409A.


 


7.3 Exercisability and Term of SARs.


 


(a) Tandem SARs. Tandem SARs shall
be exercisable only at the time and to the extent, and only to the extent, that the related Option is exercisable, subject to such provisions
as the Committee may specify where the Tandem SAR is granted with respect to less than the full number of shares of Stock subject to
the related Option. The Committee may, in its discretion, provide in any Award Agreement evidencing a Tandem SAR that such SAR may not
be exercised without the advance approval of the Company and, if such approval is not given, then the Option shall nevertheless remain
exercisable in accordance with its terms. A Tandem SAR shall terminate and cease to be exercisable no later than the date on which the
related Option expires or is terminated or canceled. Upon the exercise of a Tandem SAR with respect to some or all of the shares subject
to such SAR, the related Option shall be canceled automatically as to the number of shares with respect to which the Tandem SAR was exercised.
Upon the exercise of an Option related to a Tandem SAR as to some or all of the shares subject to such Option, the related Tandem SAR
shall be canceled automatically as to the number of shares with respect to which the related Option was exercised.


 






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(b) Freestanding SARs. Freestanding
SARs shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria
and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such SAR; provided, however,
that (i) no Freestanding SAR shall be exercisable after the expiration of ten (10) years after the effective date of grant of such SAR
and (ii) no Freestanding SAR granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938,
as amended, shall be first exercisable until at least six (6) months following the date of grant of such SAR (except in the event of
such Employee’s death, disability or retirement, upon a Change in Control, or as otherwise permitted by the Worker Economic Opportunity
Act). Subject to the foregoing, unless otherwise specified by the Committee in the grant of a Freestanding SAR, each Freestanding SAR
shall terminate ten (10) years after the effective date of grant of the SAR, unless earlier terminated in accordance with its provisions.


 


7.4 Exercise of SARs. Upon the exercise (or
deemed exercise pursuant to Section 7.5) of an SAR, the Participant (or the Participant’s legal representative or other person
who acquired the right to exercise the SAR by reason of the Participant’s death) shall be entitled to receive payment of an amount
for each share with respect to which the SAR is exercised equal to the excess, if any, of the Fair Market Value of a share of Stock on
the date of exercise of the SAR over the exercise price. Payment of such amount shall be made (a) in the case of a Tandem SAR, solely
in shares of Stock in a lump sum upon the date of exercise of the SAR and (b) in the case of a Freestanding SAR, in cash, shares of Stock,
or any combination thereof as determined by the Committee and set forth in the Award Agreement, in a lump sum upon the date of exercise
of the SAR. When payment is to be made in shares of Stock, the number of shares to be issued shall be determined on the basis of the
Fair Market Value of a share of Stock on the date of exercise of the SAR. For purposes of Section 7, an SAR shall be deemed exercised
on the date on which the Company receives notice of exercise from the Participant or as otherwise provided in Section 7.5.


 


7.5 Deemed Exercise of SARs. If, on the date
on which an SAR would otherwise terminate or expire, the SAR by its terms remains exercisable immediately prior to such termination or
expiration and, if so exercised, would result in a payment to the holder of such SAR, then any portion of such SAR which has not previously
been exercised shall automatically be deemed to be exercised as of such date with respect to such portion. The Company may elect to discontinue
the deemed exercise of SARs pursuant to this Section 7.5 at any time upon notice to a Participant or to apply the deemed exercise feature
only to certain groups of Participants. The deemed exercise of a SAR pursuant to this Section 7.5 shall apply only to a SAR that has
been timely accepted by a Participant under procedures specified by the Company from time to time.


 






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7.6 Effect of Termination of Service. Subject
to earlier termination of the SAR as otherwise provided herein and unless otherwise provided by the Committee or in an Award Agreement,
an SAR shall be exercisable after a Participant’s termination of Service only to the extent and during the applicable time period
determined in accordance with Section 6.4 (treating the SAR as if it were an Option) and thereafter shall terminate.


 


7.7 Transferability of SARs. During the lifetime
of the Participant, an SAR shall be exercisable only by the Participant or the Participant’s guardian or legal representative.
An SAR shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or
garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent
and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee, in its discretion, and set forth in the Award
Agreement evidencing such Award, a Tandem SAR related to a Nonstatutory Stock Option or a Freestanding SAR shall be assignable or transferable
subject to the applicable limitations, if any, described in the General Instructions to Form S-8 under the Securities Act.


 


	 	8.	Restricted Stock Awards.


 


Restricted Stock Awards shall be evidenced by
Award Agreements specifying whether the Award is a Restricted Stock Bonus or a Restricted Stock Purchase Right and the number of shares
of Stock subject to the Award, in such form as the Committee shall establish. Such Award Agreements may incorporate all or any of the
terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:


 


8.1 Types of Restricted Stock Awards Authorized.
Restricted Stock Awards may be granted in the form of either a Restricted Stock Bonus or a Restricted Stock Purchase Right. Restricted
Stock Awards may be granted upon such conditions as the Committee shall determine, including, without limitation, upon the attainment
of one or more Performance Goals described in Section 10.4. If either the grant of or satisfaction of Vesting Conditions applicable to
a Restricted Stock Award is to be contingent upon the attainment of one or more Performance Goals, the Committee shall follow procedures
substantially equivalent to those set forth in Sections 10.3 through 10.5(a).


 


8.2 Purchase Price. The purchase price for
shares of Stock issuable under each Restricted Stock Purchase Right shall be established by the Committee in its discretion. No monetary
payment (other than applicable tax withholding) shall be required as a condition of receiving shares of Stock pursuant to a Restricted
Stock Bonus, the consideration for which shall be services actually rendered to a Participating Company or for its benefit. Notwithstanding
the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past
services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock subject
to a Restricted Stock Award.


 


8.3 Purchase Period. A Restricted Stock Purchase
Right shall be exercisable within a period established by the Committee, which shall in no event exceed thirty (30) days from the effective
date of the grant of the Restricted Stock Purchase Right.


 






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8.4 Payment of Purchase Price. Except as
otherwise provided below, payment of the purchase price for the number of shares of Stock being purchased pursuant to any Restricted
Stock Purchase Right shall be made (a) in cash, by check or in cash equivalent, (b) by such other consideration as may be approved by
the Committee from time to time to the extent permitted by applicable law, or (c) by any combination thereof.


 


8.5 Vesting and Restrictions on Transfer.
Shares issued pursuant to any Restricted Stock Award may (but need not) be made subject to Vesting Conditions based upon the satisfaction
of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described
in Section 10.4, as shall be established by the Committee and set forth in the Award Agreement evidencing such Award. During any period
in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, such shares may not be sold, exchanged,
transferred, pledged, assigned or otherwise disposed of other than pursuant to an Ownership Change Event or as provided in Section 8.8.
The Committee, in its discretion, may provide in any Award Agreement evidencing a Restricted Stock Award that, if the satisfaction of
Vesting Conditions with respect to any shares subject to such Restricted Stock Award would otherwise occur on a day on which the sale
of such shares would violate the provisions of the Trading Compliance Policy, then satisfaction of the Vesting Conditions automatically
shall be determined on the next trading day on which the sale of such shares would not violate the Trading Compliance Policy. Upon request
by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of
Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for
the placement on such certificates of appropriate legends evidencing any such transfer restrictions.


 


8.6 Voting Rights; Dividends and Distributions.
Except as provided in this Section, Section 8.5 and any Award Agreement, during any period in which shares acquired pursuant to a
Restricted Stock Award remain subject to Vesting Conditions, the Participant shall have all of the rights of a stockholder of the Company
holding shares of Stock, including the right to vote such shares and to receive all dividends and other distributions paid with respect
to such shares; provided, however, that if so determined by the Committee and provided by the Award Agreement, such dividends and distributions
shall be subject to the same Vesting Conditions as the shares subject to the Restricted Stock Award with respect to which such dividends
or distributions were paid, and otherwise shall be paid no later than the end of the calendar year in which such dividends or distributions
are paid to stockholders (or, if later, the 15th day of the third month following the date such dividends or distributions are paid to
stockholders). In the event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon
a change in the capital structure of the Company as described in Section 4.3, any and all new, substituted or additional securities or
other property (other than regular, periodic cash dividends) to which the Participant is entitled by reason of the Participant’s
Restricted Stock Award shall be immediately subject to the same Vesting Conditions as the shares subject to the Restricted Stock Award
with respect to which such dividends or distributions were paid or adjustments were made.


 






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8.7 Effect of Termination of Service. Unless
otherwise provided by the Committee in the Award Agreement evidencing a Restricted Stock Award, if a Participant’s Service terminates
for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then (a) the Company shall
have the option to repurchase for the purchase price paid by the Participant any shares acquired by the Participant pursuant to a Restricted
Stock Purchase Right which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service and
(b) the Participant shall forfeit to the Company any shares acquired by the Participant pursuant to a Restricted Stock Bonus which remain
subject to Vesting Conditions as of the date of the Participant’s termination of Service. The Company shall have the right to assign
at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected
by the Company.


 


8.8 Nontransferability of Restricted Stock Award
Rights. Rights to acquire shares of Stock pursuant to a Restricted Stock Award shall not be subject in any manner to anticipation,
alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment by creditors of the Participant or the Participant’s
beneficiary, except transfer by will or the laws of descent and distribution. All rights with respect to a Restricted Stock Award granted
to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian
or legal representative.


 


	 	9.	Restricted Stock Units.


 


Restricted Stock Unit Awards shall be evidenced
by Award Agreements specifying the number of Restricted Stock Units subject to the Award, in such form as the Committee shall establish.
Such Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following
terms and conditions:


 


9.1 Grant of Restricted Stock Unit Awards.
Restricted Stock Unit Awards may be granted upon such conditions as the Committee shall determine, including, without limitation, upon
the attainment of one or more Performance Goals described in Section 10.4. If either the grant of a Restricted Stock Unit Award or the
Vesting Conditions with respect to such Award is to be contingent upon the attainment of one or more Performance Goals, the Committee
shall follow procedures substantially equivalent to those set forth in Sections 10.3 through 10.5(a).


 


9.2 Purchase Price. No monetary payment (other
than applicable tax withholding, if any) shall be required as a condition of receiving a Restricted Stock Unit Award, the consideration
for which shall be services actually rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required
by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating
Company or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Restricted
Stock Unit Award.


 


9.3 Vesting. Restricted Stock Unit Awards
may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions
or performance criteria, including, without limitation, Performance Goals as described in Section 10.4, as shall be established by the
Committee and set forth in the Award Agreement evidencing such Award.


 






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9.4 Voting Rights, Dividend Equivalent Rights
and Distributions. Participants shall have no voting rights with respect to shares of Stock represented by Restricted Stock Units
until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company). However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Restricted
Stock Unit Award that the Participant shall be entitled to Dividend Equivalent Rights with respect to the payment of cash dividends on
Stock during the period beginning on the date such Award is granted and ending, with respect to each share subject to the Award, on the
earlier of the date the Award is settled or the date on which it is terminated. Dividend Equivalent Rights, if any, shall be paid by
crediting the Participant with a cash amount or with additional whole Restricted Stock Units as of the date of payment of such cash dividends
on Stock, as determined by the Committee. The number of additional Restricted Stock Units (rounded to the nearest whole number), if any,
to be credited shall be determined by dividing (a) the amount of cash dividends paid on the dividend payment date with respect to the
number of shares of Stock represented by the Restricted Stock Units previously credited to the Participant by (b) the Fair Market Value
per share of Stock on such date. If so determined by the Committee and provided by the Award Agreement, such cash amount or additional
Restricted Stock Units shall be subject to the same terms and conditions (including vesting terms) and shall be settled in the same manner
and at the same time as the Restricted Stock Units originally subject to the Restricted Stock Unit Award. In the event of a dividend
or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of the
Company as described in Section 4.3, appropriate adjustments shall be made in the Participant’s Restricted Stock Unit Award so
that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other
than regular, periodic cash dividends) to which the Participant would be entitled by reason of the shares of Stock issuable upon settlement
of the Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same Vesting
Conditions as are applicable to the Award.


 


9.5 Effect of Termination of Service. Unless
otherwise provided by the Committee and set forth in the Award Agreement evidencing a Restricted Stock Unit Award, if a Participant’s
Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then the
Participant shall forfeit to the Company any Restricted Stock Units pursuant to the Award which remain subject to Vesting Conditions
as of the date of the Participant’s termination of Service.


 


9.6 Settlement of Restricted Stock Unit Awards.
The Company shall issue to a Participant on the date on which Restricted Stock Units subject to the Participant’s Restricted
Stock Unit Award vest or on such other date determined by the Committee in compliance with Section 409A, if applicable, and set forth
in the Award Agreement one (1) share of Stock (and/or any other new, substituted or additional securities or other property pursuant
to an adjustment described in Section 9.4) for each Restricted Stock Unit then becoming vested or otherwise to be settled on such date,
subject to the withholding of applicable taxes, if any. The Committee, in its discretion, may provide in any Award Agreement evidencing
a Restricted Stock Unit Award that if the settlement date with respect to any shares issuable upon vesting of Restricted Stock Units
would otherwise occur on a day on which the sale of such shares would violate the provisions of the Trading Compliance Policy, then the
settlement date shall be deferred until the next trading day on which the sale of such shares would not violate the Trading Compliance
Policy but in any event no later than the 15th day of the third calendar month following the year in which such Restricted Stock Units
vest. If permitted by the Committee, the Participant may elect, consistent with the requirements of Section 409A, to defer receipt of
all or any portion of the shares of Stock or other property otherwise issuable to the Participant pursuant to this Section, and such
deferred issuance date(s) and amount(s) elected by the Participant shall be set forth in the Award Agreement or an Election (as defined
in Section 15.2). Notwithstanding the foregoing, the Committee, in its discretion, may provide in an Award Agreement for settlement of
any Restricted Stock Unit Award by payment to the Participant in cash of an amount equal to the Fair Market Value on the payment date
of the shares of Stock or other property otherwise issuable to the Participant pursuant to this Section.


 






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9.7 Nontransferability of Restricted Stock Unit
Awards. The right to receive shares pursuant to a Restricted Stock Unit Award shall not be subject in any manner to anticipation,
alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s
beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to a Restricted Stock Unit Award
granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s
guardian or legal representative.


 


	 	10.	Performance Awards.


 


Performance Awards shall be evidenced by Award
Agreements in such form as the Committee shall establish. Such Award Agreements may incorporate all or any of the terms of the Plan by
reference and shall comply with and be subject to the following terms and conditions:


 


10.1 Types of Performance Awards Authorized.
Performance Awards may be granted in the form of either Performance Shares or Performance Units. Each Award Agreement evidencing
a Performance Award shall specify the number of Performance Shares or Performance Units subject thereto, the Performance Award Formula,
the Performance Goal(s) and Performance Period applicable to the Award, and the other terms, conditions and restrictions of the Award.


 


10.2 Initial Value of Performance Shares and
Performance Units. Unless otherwise provided by the Committee in granting a Performance Award, each Performance Share shall have
an initial monetary value equal to the Fair Market Value of one (1) share of Stock, subject to adjustment as provided in Section 4.3,
on the effective date of grant of the Performance Share, and each Performance Unit shall have an initial monetary value established by
the Committee at the time of grant. The final value payable to the Participant in settlement of a Performance Award determined on the
basis of the applicable Performance Award Formula will depend on the extent to which Performance Goals established by the Committee are
attained within the applicable Performance Period established by the Committee.


 


10.3 Establishment of Performance Period, Performance
Goals and Performance Award Formula. In granting each Performance Award, the Committee shall establish in writing the applicable
Performance Period, Performance Award Formula and one or more Performance Goals which, when measured at the end of the Performance Period,
shall determine on the basis of the Performance Award Formula the final value of the Performance Award to be paid to the Participant.
The Company shall notify each Participant granted a Performance Award of the terms of such Award, including the Performance Period, Performance
Goal(s) and Performance Award Formula.


 






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10.4 Measurement of Performance Goals. Performance
Goals shall be established by the Committee on the basis of targets to be attained (“Performance Targets”)
with respect to one or more measures of objective or subjective business, financial, or individual performance or other performance criteria
established by the Committee (each, a “Performance Measure”), subject to the following:


 


(a) Performance Measures. Unless
otherwise determined by the Committee no later than the grant of the Performance Award, Performance Measures based on objective criteria
shall be calculated in accordance with the Company’s financial statements, or, if such measures are not reported in the Company’s
financial statements, they shall be calculated in accordance with generally accepted accounting principles, a method used generally in
the Company’s industry, or in accordance with a methodology established by the Committee prior to the grant of the Performance
Award. Performance Measures based on subjective criteria shall be determined on the basis established by the Committee in granting the
Award. As specified by the Committee, Performance Measures may be calculated with respect to the Company and each Subsidiary Corporation
consolidated therewith for financial reporting purposes, one or more Subsidiary Corporations or such division or other business unit
of any of them selected by the Committee. Unless otherwise determined by the Committee no later than the grant of the Performance Award,
the Performance Measures applicable to the Performance Award shall be calculated prior to the accrual of expense for any Performance
Award for the same Performance Period and excluding the effect (whether positive or negative) on the Performance Measures of any change
in accounting standards or any unusual or infrequently occurring event or transaction, as determined by the Committee, occurring after
the establishment of the Performance Goals applicable to the Performance Award. Each such adjustment, if any, shall be made solely for
the purpose of providing a consistent basis from period to period for the calculation of Performance Measures in order to prevent the
dilution or enlargement of the Participant’s rights with respect to a Performance Award.


 


(b) Performance Targets. Performance
Targets may include a minimum, maximum, target level and intermediate levels of performance, with the final value of a Performance Award
determined under the applicable Performance Award Formula by the Performance Target level attained during the applicable Performance
Period. A Performance Target may be stated as an absolute value, an increase or decrease in a value, or as a value determined relative
to an index, budget or other standard selected by the Committee.


 


10.5 Settlement of Performance Awards.


 


(a) Determination of Final Value.
As soon as practicable following the completion of the Performance Period applicable to a Performance Award, the Committee shall determine
the extent to which the applicable Performance Goals have been attained and the resulting final value of the Award earned by the Participant
and to be paid upon its settlement in accordance with the applicable Performance Award Formula.


 






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(b) Discretionary Adjustment of Award Formula.
In its discretion, the Committee may, either at the time it grants a Performance Award or at any time thereafter, provide for
the positive or negative adjustment of the Performance Award Formula applicable to a Performance Award to reflect such Participant’s
individual performance in his or her position with the Company or such other factors as the Committee may determine.


 


(c) Effect of Leaves of Absence.
Unless otherwise required by law or a Participant’s Award Agreement, payment of the final value, if any, of a Performance Award
held by a Participant who has taken in excess of thirty (30) days in unpaid leaves of absence during a Performance Period shall be prorated
on the basis of the number of days of the Participant’s Service during the Performance Period during which the Participant was
not on an unpaid leave of absence.


 


(d) Notice to Participants. As soon
as practicable following the Committee’s determination in accordance with Sections 10.5(a) and (b), the Company shall notify each
Participant of the determination of the Committee.


 


(e) Payment in Settlement of Performance
Awards. As soon as practicable following the Committee’s determination in accordance with Sections 10.5(a) and (b), but
in any event within the Short-Term Deferral Period described in Section 15.1 (except as otherwise provided below or consistent with the
requirements of Section 409A), payment shall be made to each eligible Participant (or such Participant’s legal representative or
other person who acquired the right to receive such payment by reason of the Participant’s death) of the final value of the Participant’s
Performance Award. Payment of such amount shall be made in cash, shares of Stock, or a combination thereof as determined by the Committee
and set forth in the Award Agreement. Unless otherwise provided in the Award Agreement evidencing a Performance Award, payment shall
be made in a lump sum. If permitted by the Committee, the Participant may elect, consistent with the requirements of Section 409A, to
defer receipt of all or any portion of the payment to be made to the Participant pursuant to this Section, and such deferred payment
date(s) elected by the Participant shall be set forth in the Award Agreement or an Election. If any payment is to be made on a deferred
basis, the Committee may, but shall not be obligated to, provide for the payment during the deferral period of Dividend Equivalent Rights
or interest.


 


(f) Provisions Applicable to Payment in
Shares. If payment is to be made in shares of Stock, the number of such shares shall be determined by dividing the final value
of the Performance Award by the Fair Market Value of a share of Stock determined by the method specified in the Award Agreement. Shares
of Stock issued in payment of any Performance Award may be fully vested and freely transferable shares or may be shares of Stock subject
to Vesting Conditions as provided in Section 8.5. Any shares subject to Vesting Conditions shall be evidenced by an appropriate Award
Agreement and shall be subject to the provisions of Sections 8.5 through 8.8 above.


 






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10.6 Voting Rights; Dividend Equivalent Rights
and Distributions. Participants shall have no voting rights with respect to shares of Stock represented by Performance Share Awards
until the date of the issuance of such shares, if any (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company). However, the Committee, in its discretion, may provide in the Award Agreement evidencing any
Performance Share Award that the Participant shall be entitled to Dividend Equivalent Rights with respect to the payment of cash dividends
on Stock during the period beginning on the date the Award is granted and ending, with respect to each share subject to the Award, on
the earlier of the date on which the Performance Shares are settled or the date on which they are forfeited. Such Dividend Equivalent
Rights, if any, shall be credited to the Participant either in cash or in the form of additional whole Performance Shares as of the date
of payment of such cash dividends on Stock, as determined by the Committee. The number of additional Performance Shares (rounded to the
nearest whole number), if any, to be so credited shall be determined by dividing (a) the amount of cash dividends paid on the dividend
payment date with respect to the number of shares of Stock represented by the Performance Shares previously credited to the Participant
by (b) the Fair Market Value per share of Stock on such date. Dividend Equivalent Rights, if any, shall be accumulated and paid to the
extent that the related Performance Shares become nonforfeitable. Settlement of Dividend Equivalent Rights may be made in cash, shares
of Stock, or a combination thereof as determined by the Committee, and may be paid on the same basis as settlement of the related Performance
Share as provided in Section 10.5. Dividend Equivalent Rights shall not be paid with respect to Performance Units. In the event of a
dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure
of the Company as described in Section 4.3, appropriate adjustments shall be made in the Participant’s Performance Share Award
so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other
than regular, periodic cash dividends) to which the Participant would be entitled by reason of the shares of Stock issuable upon settlement
of the Performance Share Award, and all such new, substituted or additional securities or other property shall be immediately subject
to the same Performance Goals as are applicable to the Award.


 


10.7 Effect of Termination of Service. Unless
otherwise provided by the Committee and set forth in the Award Agreement evidencing a Performance Award, the effect of a Participant’s
termination of Service on the Performance Award shall be as follows:


 


(a) Death or Disability. If the
Participant’s Service terminates because of the death or Disability of the Participant before the completion of the Performance
Period applicable to the Performance Award, the final value of the Participant’s Performance Award shall be determined by the extent
to which the applicable Performance Goals have been attained with respect to the entire Performance Period and shall be prorated based
on the number of months of the Participant’s Service during the Performance Period. Payment shall be made following the end of
the Performance Period in any manner permitted by Section 10.5.


 


(b) Other Termination of Service.
If the Participant’s Service terminates for any reason except death or Disability before the completion of the Performance Period
applicable to the Performance Award, such Award shall be forfeited in its entirety; provided, however, that in the event of an involuntary
termination of the Participant’s Service, the Committee, in its discretion, may waive the automatic forfeiture of all or any portion
of any such Award and determine the final value of the Performance Award in the manner provided by Section 10.7(a). Payment of any amount
pursuant to this Section shall be made following the end of the Performance Period in any manner permitted by Section 10.5.


 






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10.8 Nontransferability of Performance Awards.
Prior to settlement in accordance with the provisions of the Plan, no Performance Award shall be subject in any manner to anticipation,
alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s
beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to a Performance Award granted
to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian
or legal representative.


 


	 	11.	Cash-Based Awards and
    Other Stock-Based Awards.


 


Cash-Based Awards and Other Stock-Based Awards
shall be evidenced by Award Agreements in such form as the Committee shall establish. Such Award Agreements may incorporate all or any
of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:


 


11.1 Grant of Cash-Based Awards. Subject
to the provisions of the Plan, the Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such
amounts and upon such terms and conditions, including the achievement of performance criteria, as the Committee may determine.


 


11.2 Grant of Other Stock-Based Awards. The
Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including
the grant or offer for sale of unrestricted securities, stock-equivalent units, stock appreciation units, securities or debentures convertible
into common stock or other forms determined by the Committee) in such amounts and subject to such terms and conditions as the Committee
shall determine. Other Stock-Based Awards may be made available as a form of payment in the settlement of other Awards or as payment
in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may involve the transfer of actual shares
of Stock to Participants, or payment in cash or otherwise of amounts based on the value of Stock and may include, without limitation,
Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.


 


11.3 Value of Cash-Based and Other Stock-Based
Awards. Each Cash-Based Award shall specify a monetary payment amount or payment range as determined by the Committee. Each Other
Stock-Based Award shall be expressed in terms of shares of Stock or units based on such shares of Stock, as determined by the Committee.
The Committee may require the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including,
without limitation, Performance Goals as described in Section 10.4, as shall be established by the Committee and set forth in the Award
Agreement evidencing such Award. If the Committee exercises its discretion to establish performance criteria, the final value of Cash-Based
Awards or Other Stock-Based Awards that will be paid to the Participant will depend on the extent to which the performance criteria are
met.


 


11.4 Payment or Settlement of Cash-Based Awards
and Other Stock-Based Awards. Payment or settlement, if any, with respect to a Cash-Based Award or an Other Stock-Based Award shall
be made in accordance with the terms of the Award, in cash, shares of Stock or other securities or any combination thereof as the Committee
determines and set forth in the Award Agreement. To the extent applicable, payment or settlement with respect to each Cash-Based Award
and Other Stock-Based Award shall be made in compliance with the requirements of Section 409A.


 






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11.5 Voting Rights; Dividend Equivalent Rights
and Distributions. Participants shall have no voting rights with respect to shares of Stock represented by Other Stock-Based Awards
until the date of the issuance of such shares of Stock (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), if any, in settlement of such Award. However, the Committee, in its discretion, may provide
in the Award Agreement evidencing any Other Stock-Based Award that the Participant shall be entitled to Dividend Equivalent Rights with
respect to the payment of cash dividends on Stock during the period beginning on the date such Award is granted and ending, with respect
to each share subject to the Award, on the earlier of the date the Award is settled or the date on which it is terminated. Such Dividend
Equivalent Rights, if any, shall be paid in accordance with the provisions set forth in Section 9.4. Dividend Equivalent Rights shall
not be granted with respect to Cash-Based Awards. In the event of a dividend or distribution paid in shares of Stock or other property
or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.3, appropriate adjustments
shall be made in the Participant’s Other Stock-Based Award so that it represents the right to receive upon settlement any and all
new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which the Participant would
be entitled by reason of the shares of Stock issuable upon settlement of such Award, and all such new, substituted or additional securities
or other property shall be immediately subject to the same Vesting Conditions and performance criteria, if any, as are applicable to
the Award.


 


11.6 Effect of Termination of Service. Each
Award Agreement evidencing a Cash-Based Award or Other Stock-Based Award shall set forth the extent to which the Participant shall have
the right to retain such Award following termination of the Participant’s Service. Such provisions shall be determined in the discretion
of the Committee, need not be uniform among all Cash-Based Awards or Other Stock-Based Awards, and may reflect distinctions based on
the reasons for termination, subject to the requirements of Section 409A, if applicable.


 


11.7 Nontransferability of Cash-Based Awards
and Other Stock-Based Awards. Prior to the payment or settlement of a Cash-Based Award or Other Stock-Based Award, the Award shall
not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by
creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution.
The Committee may impose such additional restrictions on any shares of Stock issued in settlement of Cash-Based Awards and Other Stock-Based
Awards as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal
securities laws, under the requirements of any stock exchange or market upon which such shares of Stock are then listed and/or traded,
or under any state securities laws or foreign law applicable to such shares of Stock.


 






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	 	12.	Standard Forms of Award
    Agreement.


 


12.1 Award Agreements. Each Award shall comply
with and be subject to the terms and conditions set forth in the appropriate form of Award Agreement approved by the Committee and as
amended from time to time. No Award or purported Award shall be a valid and binding obligation of the Company unless evidenced by a Company-executed
Award Agreement, which execution may be evidenced by electronic means.


 


12.2 Authority to Vary Terms. The Committee
shall have the authority from time to time to vary the terms of any standard form of Award Agreement either in connection with the grant
or amendment of an individual Award or in connection with the authorization of a new standard form or forms; provided, however, that
the terms and conditions of any such new, revised or amended standard form or forms of Award Agreement are not inconsistent with the
terms of the Plan.


 


	 	13.	Change in Control.


 


13.1 Effect of Change in Control on Awards.
In the event of a Change in Control, outstanding Awards shall be subject to the definitive agreement entered into by the Company in connection
with the Change in Control. Subject to the requirements and limitations of Section 409A, if applicable, the following provisions will
apply to Awards in the event of a Change in Control unless otherwise provided in the Award Agreement or any other written agreement between
the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Committee at the time of grant of an Award.
In the event of a Change in Control, then, notwithstanding any other provision of the Plan, the Committee may take one or more of the
following actions with respect to Awards, contingent upon the closing or completion of the Change in Control. The Committee need not
take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants and in each case may
make such determination in its discretion and without the consent of any Participant (unless otherwise provided in the Award Agreement
or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the
Committee at the time of grant of an Award).


 


(a) Accelerated Vesting. The Committee
may take such action as it deems appropriate to provide for acceleration of the exercisability, vesting and/or settlement in connection
with a Change in Control of each or any outstanding Award or portion thereof and shares acquired pursuant thereto upon such conditions,
including termination of the Participant’s Service prior to, upon, or following the Change in Control, and to such extent as the
Committee determines.


 


(b) Assumption, Continuation or Substitution.
The Committee may arrange for the surviving, continuing, successor, or purchasing corporation or other business entity or parent
thereof, as the case may be (the “Acquiror”), to assume or continue the Company’s rights and obligations
under each or any Award or portion thereof outstanding immediately prior to the Change in Control or substitute for each or any such
outstanding Award or portion thereof a substantially equivalent award with respect to the Acquiror’s stock, as applicable, with
appropriate adjustments in accordance with Section 4.3. For purposes of this Section, if so determined by the Committee in its discretion,
an Award denominated in shares of Stock shall be deemed assumed if, following the Change in Control, the Award confers the right to receive,
subject to the terms and conditions of the Plan and the applicable Award Agreement, for each share of Stock subject to the Award immediately
prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which
a holder of a share of Stock on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration
is not solely common stock of the Acquiror, the Committee may provide for the consideration to be received upon the exercise or settlement
of the Award, for each share of Stock subject to the Award, to consist solely of common stock of the Acquiror equal in Fair Market Value
to the per share consideration received by holders of Stock pursuant to the Change in Control. Any Award or portion thereof which is
not assumed, continued, or substituted by the Acquiror in connection with the Change in Control nor exercised prior to the time of consummation
of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control.


 






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(c) Assignment or Lapse of Reacquisition or
Repurchase Rights. The Committee may arrange for the assignment of any reacquisition or repurchase rights held by the Company in
respect of Stock issued pursuant to the Award to the Acquiror or arrange for the lapse, in whole or in part, of any reacquisition or
repurchase rights held by the Company with respect to the Award.


 


(d) Cancellation. In its discretion, the
Committee may cancel or arrange for the cancellation of the Award, to the extent not vested or not exercised prior to the effective time
of the Change in Control, in exchange for no consideration ($0) or such consideration, if any, as determined by the Committee.


 


(e) Cash-Out of Outstanding Stock-Based Awards.
The Committee may determine that, upon the occurrence of a Change in Control, each or any Award denominated in shares of Stock or
portion thereof outstanding immediately prior to the Change in Control and not previously exercised shall be canceled in exchange for
a payment with respect to each vested share (and each unvested share, if so determined by the Committee) of Stock subject to such canceled
Award in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the Change in Control, or (iii)
other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration
to be paid per share of Stock in the Change in Control, reduced (but not below zero) by the exercise or purchase price per share, if
any, under such Award. In the event such determination is made by the Committee, an Award having an exercise or purchase price per share
equal to or greater than the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control may be canceled
without notice or payment of consideration to the holder thereof. Payment pursuant to this Section (reduced by applicable withholding
taxes, if any) shall be made to Participants in respect of the vested portions of their canceled Awards as soon as practicable following
the date of the Change in Control and in respect of the unvested portions of their canceled Awards in accordance with the vesting schedules
applicable to such Awards or, if determined by the Committee and in compliance with Section 409A, as soon as practicable following the
date of the Change in Control.


 






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(f) Adjustments and Earnouts. In making
any determination pursuant to this Section 13.1 in the event of a Change in Control, the Committee may, in its discretion, determine
that an Award shall or shall not be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback
terms, earnouts and similar conditions as the other holders of the Company's Stock, subject to any limitations or reductions as may be
necessary to comply with Section 409A or Section 424 of the Code.


 


13.2 Effect of Change in Control on Nonemployee
Director Awards. Subject to the requirements and limitations of Section 409A, if applicable, including as provided by Section 15.4(f),
in the event of a Change in Control, each outstanding Nonemployee Director Award shall become immediately exercisable and vested in full
effective immediately prior to and contingent upon the Change in Control and, except to the extent assumed, continued or substituted
for pursuant to Section 13.1(b) or otherwise restricted by Section 409A, shall be settled effective immediately prior to the time of
consummation of the Change in Control if not exercised prior to the Change in Control.


 


13.3 Federal Excise Tax Under Section 4999 of
the Code.


 


(a) Excess Parachute Payment. If any acceleration
of vesting pursuant to an Award and any other payment or benefit received or to be received by a Participant would subject the Participant
to any excise tax pursuant to Section 4999 of the Code due to the characterization of such acceleration of vesting, payment or benefit
as an “excess parachute payment” under Section 280G of the Code, then, provided such election would not subject the Participant
to taxation under Section 409A, the Participant may elect to reduce the amount of any acceleration of vesting called for under the Award
in order to avoid such characterization.


 


(b) Determination by Tax Firm. To aid the
Participant in making any election called for under Section 13.3(a), no later than the date of the occurrence of any event that might
reasonably be anticipated to result in an “excess parachute payment” to the Participant as described in Section 13.3(a),
the Company shall request a determination in writing by the professional firm engaged by the Company for general tax purposes, or, if
the tax firm so engaged by the Company is serving as accountant or auditor for the Acquiror, the Company will appoint a nationally recognized
tax firm to make the determinations required by this Section (the “Tax Firm”). As soon as practicable thereafter,
the Tax Firm shall determine and report to the Company and the Participant the amount of such acceleration of vesting, payments and benefits
which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the Tax Firm may rely
on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant
shall furnish to the Tax Firm such information and documents as the Tax Firm may reasonably request in order to make its required determination.
The Company shall bear all fees and expenses the Tax Firm charges in connection with its services contemplated by this Section.


 






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	 	14.	Compliance with Securities
    Law.


 


The grant of Awards and the issuance of shares
of Stock pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and foreign law with
respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition,
no Award may be exercised or shares issued pursuant to an Award unless (a) a registration statement under the Securities Act shall at
the time of such exercise or issuance be in effect with respect to the shares issuable pursuant to the Award, or (b) in the opinion of
legal counsel to the Company, the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption
from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction
the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares under
the Plan shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite
authority shall not have been obtained. As a condition to issuance of any Stock, the Company may require the Participant to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation
or warranty with respect thereto as may be requested by the Company.


 


	 	15.	Compliance with Section
    409A.


 


15.1 Awards Subject to Section 409A. The
Company intends that Awards granted pursuant to the Plan shall either be exempt from or comply with Section 409A, and the Plan shall
be so construed. The provisions of this Section 15 shall apply to any Award or portion thereof that constitutes or provides for payment
of Section 409A Deferred Compensation. Such Awards may include, without limitation:


 


(a) A Nonstatutory Stock Option or SAR that includes
any feature for the deferral of compensation other than the deferral of recognition of income until the later of (i) the exercise or
disposition of the Award or (ii) the time the stock acquired pursuant to the exercise of the Award first becomes substantially vested.


 


(b) Any Restricted Stock Unit Award, Performance
Award, Cash-Based Award or Other Stock-Based Award that either (i) provides by its terms for settlement of all or any portion of the
Award at a time or upon an event that will or may occur later than the end of the Short-Term Deferral Period (as defined below) or (ii)
permits the Participant granted the Award to elect one or more dates or events upon which the Award will be settled after the end of
the Short-Term Deferral Period.


 


Subject to the provisions of Section 409A, the
term “Short-Term Deferral Period” means the 2 1/2 month period ending on the later of (i) the 15th day of the
third month following the end of the Participant’s taxable year in which the right to payment under the applicable portion of the
Award is no longer subject to a substantial risk of forfeiture or (ii) the 15th day of the third month following the end of the Company’s
taxable year in which the right to payment under the applicable portion of the Award is no longer subject to a substantial risk of forfeiture.
For this purpose, the term “substantial risk of forfeiture” shall have the meaning provided by Section 409A.


 


15.2 Deferral and/or Distribution Elections.
Except as otherwise permitted or required by Section 409A and the Company, the following rules shall apply to any compensation deferral
and/or payment elections (each, an “Election”) that may be permitted or required by the Committee pursuant
to an Award providing Section 409A Deferred Compensation:


 


(a) Elections must be in writing and specify the
amount of the payment in settlement of an Award being deferred, as well as the time and form of payment as permitted by this Plan.


 






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(b) Elections shall be made by the end of the
Participant’s taxable year prior to the year in which services commence for which an Award may be granted to the Participant.


 


(c) Elections shall continue in effect until a
written revocation or change in Election is received by the Company, except that a written revocation or change in Election must be received
by the Company prior to the last day for making the Election determined in accordance with paragraph (b) above or as permitted by Section
15.3.


 


15.3 Subsequent Elections. Except as otherwise
permitted or required by Section 409A, any Award providing Section 409A Deferred Compensation which permits a subsequent Election to
delay the payment or change the form of payment in settlement of such Award shall comply with the following requirements:


 


(a) No subsequent Election may take effect until
at least twelve (12) months after the date on which the subsequent Election is made.


 


(b) Each subsequent Election related to a payment
in settlement of an Award not described in Section 15.4(a)(ii), 15.4(a)(iii) or 15.4(a)(vi) must result in a delay of the payment for
a period of not less than five (5) years from the date on which such payment would otherwise have been made.


 


(c) No subsequent Election related to a payment
pursuant to Section 15.4(a)(vi) shall be made less than twelve (12) months before the date on which such payment would otherwise have
been made.


 


(d) Subsequent Elections shall continue in effect
until a written revocation or change in the subsequent Election is received by the Company, except that a written revocation or change
in a subsequent Election must be received by the Company prior to the last day for making the subsequent Election determined in accordance
the preceding paragraphs of this Section 15.3.


 


15.4 Payment of Section 409A Deferred Compensation.


 


(a) Permissible Payments. Except
as otherwise permitted or required by Section 409A, an Award providing Section 409A Deferred Compensation must provide for payment in
settlement of the Award only upon one or more of the following:


 


(i) The Participant’s “separation from
service” (as defined by Section 409A);


 






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(ii) The Participant’s becoming “disabled”
(as defined by Section 409A);


 


(iii) The Participant’s death;


 


(iv) A time or fixed schedule that is either (i)
specified by the Committee upon the grant of an Award and set forth in the Award Agreement evidencing such Award or (ii) specified by
the Participant in an Election complying with the requirements of Section 15.2 or 15.3, as applicable;


 


(v) A change in the ownership or effective control
or the Company or in the ownership of a substantial portion of the assets of the Company determined in accordance with Section 409A;
or


 


(vi) The occurrence of an “unforeseeable emergency”
(as defined by Section 409A).


 


(b) Installment Payments. It is
the intent of this Plan that any right of a Participant to receive installment payments (within the meaning of Section 409A) shall, for
all purposes of Section 409A, be treated as a right to a series of separate payments.


 


(c) Required Delay in Payment to Specified
Employee Pursuant to Separation from Service. Notwithstanding any provision of the Plan or an Award Agreement to the contrary,
except as otherwise permitted by Section 409A, no payment pursuant to Section 15.4(a)(i) in settlement of an Award providing for Section
409A Deferred Compensation may be made to a Participant who is a “specified employee” (as defined by Section 409A) as of
the date of the Participant’s separation from service before the date (the “Delayed Payment Date”) that
is six (6) months after the date of such Participant’s separation from service, or, if earlier, the date of the Participant’s
death. All such amounts that would, but for this paragraph, become payable prior to the Delayed Payment Date shall be accumulated and
paid on the Delayed Payment Date.


 


(d) Payment Upon Disability. All
distributions of Section 409A Deferred Compensation payable pursuant to Section 15.4(a)(ii) by reason of a Participant becoming disabled
shall be paid in a lump sum or in periodic installments as established by the Participant’s Election. If the Participant has made
no Election with respect to distributions of Section 409A Deferred Compensation upon becoming disabled, all such distributions shall
be paid in a lump sum or commence upon the determination that the Participant has become disabled.


 


(e) Payment Upon Death. If a Participant
dies before complete distribution of amounts payable upon settlement of an Award subject to Section 409A, such undistributed amounts
shall be distributed to his or her beneficiary under the distribution method for death established by the Participant’s Election
upon receipt by the Committee of satisfactory notice and confirmation of the Participant’s death. If the Participant has made no
Election with respect to distributions of Section 409A Deferred Compensation upon death, all such distributions shall be paid in a lump
sum upon receipt by the Committee of satisfactory notice and confirmation of the Participant’s death.


 






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(f) Payment Upon Change in Control.
Notwithstanding any provision of the Plan or an Award Agreement to the contrary, to the extent that any amount constituting Section 409A
Deferred Compensation would become payable under this Plan by reason of a Change in Control, such amount shall become payable only if
the event constituting a Change in Control would also constitute a change in ownership or effective control of the Company or a change
in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A. Any Award which constitutes
Section 409A Deferred Compensation and which would vest and otherwise become payable upon a Change in Control as a result of the failure
of the Acquiror to assume, continue or substitute for such Award in accordance with Section 13.1(b) shall vest to the extent provided
by such Award but shall be converted automatically at the effective time of such Change in Control into a right to receive, in cash on
the date or dates such award would have been settled in accordance with its then existing settlement schedule (or as required by Section
15.4(c)), an amount or amounts equal in the aggregate to the intrinsic value of the Award at the time of the Change in Control.


 


(g) Payment Upon Unforeseeable Emergency.
The Committee shall have the authority to provide in the Award Agreement evidencing any Award providing for Section 409A Deferred
Compensation for payment pursuant to Section 15.4(a)(vi) in settlement of all or a portion of such Award in the event that a Participant
establishes, to the satisfaction of the Committee, the occurrence of an unforeseeable emergency. In such event, the amount(s) distributed
with respect to such unforeseeable emergency cannot exceed the amounts reasonably necessary to satisfy the emergency need plus amounts
necessary to pay taxes reasonably anticipated as a result of such distribution(s), after taking into account the extent to which such
emergency need is or may be relieved through reimbursement or compensation by insurance or otherwise, by liquidation of the Participant’s
assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by cessation of deferrals under
the Award. All distributions with respect to an unforeseeable emergency shall be made in a lump sum upon the Committee’s determination
that an unforeseeable emergency has occurred. The Committee’s decision with respect to whether an unforeseeable emergency has occurred
and the manner in which, if at all, the payment in settlement of an Award shall be altered or modified, shall be final, conclusive, and
not subject to approval or appeal.


 


(h) Prohibition of Acceleration of Payments.
Notwithstanding any provision of the Plan or an Award Agreement to the contrary, this Plan does not permit the acceleration of
the time or schedule of any payment under an Award providing Section 409A Deferred Compensation, except as permitted by Section 409A.
The Company reserves the right in its discretion to accelerate the time or schedule of any payment under an Award providing Section 409A
Deferred Compensation to the maximum extent permitted by Section 409A.


 


(i) No Representation Regarding Section
409A Compliance. Notwithstanding any other provision of the Plan, the Company makes no representation that Awards shall be exempt
from or comply with Section 409A. No Participating Company shall be liable for any tax, penalty or interest imposed on a Participant
by Section 409A.


 






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	 	16.	Tax Withholding.


 


16.1 Tax Withholding in General. The Company
shall have the right to deduct from any and all payments made under the Plan, or to require the Participant, through payroll withholding,
cash payment or otherwise, to make adequate provision for, the federal, state, local and foreign taxes (including social insurance),
if any, required by law to be withheld by any Participating Company with respect to an Award or the shares acquired pursuant thereto.
The Company shall have no obligation to deliver shares of Stock, to release shares of Stock from an escrow established pursuant to an
Award Agreement, or to make any payment in cash under the Plan until the Participating Company Group’s tax withholding obligations
have been satisfied by the Participant.


 


16.2 Withholding in or Directed Sale of Shares.
The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable to a Participant upon the exercise
or settlement of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value,
as determined by the Company, equal to all or any part of the tax withholding obligations of any Participating Company. The Fair Market
Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall be determined by the Company
in accordance with the Company’s withholding procedures and considering any accounting consequences or cost. The Company may require
a Participant to direct a broker, upon the vesting, exercise or settlement of an Award, to sell a portion of the shares subject to the
Award determined by the Company in its discretion to be sufficient to cover the tax withholding obligations of any Participating Company
and to remit an amount equal to such tax withholding obligations to such Participating Company in cash.


 


	 	17.	Amendment, Suspension
    or Termination of Plan.


 


The Committee may amend, suspend or terminate
the Plan at any time. However, without the approval of the Company’s stockholders, there shall be (a) no increase in the maximum
aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Sections 4.2 and 4.3,
(b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would
require approval of the Company’s stockholders under any applicable law, regulation or rule, including the rules of any stock exchange
or quotation system upon which the Stock may then be listed or quoted. No amendment, suspension or termination of the Plan shall affect
any then outstanding Award unless expressly provided by the Committee. Except as provided by the next sentence, no amendment, suspension
or termination of the Plan may have a materially adverse effect on any then outstanding Award without the consent of the Participant.
Notwithstanding any other provision of the Plan or any Award Agreement to the contrary, the Committee may, in its sole and absolute discretion
and without the consent of any Participant, amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as it deems
necessary or advisable for the purpose of conforming the Plan or such Award Agreement to any present or future law, regulation or rule
applicable to the Plan, including, but not limited to, Section 409A.


 


	 	18.	Miscellaneous Provisions.


 


18.1 Repurchase Rights. Shares issued
under the Plan may be subject to one or more repurchase options, or other conditions and restrictions as determined by the Committee
in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right it may
have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company,
each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder
and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement
on such certificates of appropriate legends evidencing any such transfer restrictions.


 






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18.2 Forfeiture Events.


 


(a) The Committee may specify in an Award Agreement
that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture,
or recoupment upon the occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of an
Award. Such events may include, but shall not be limited to, termination of Service for Cause or any act by a Participant, whether before
or after termination of Service, that would constitute Cause for termination of Service, or any accounting restatement due to material
noncompliance of the Company with any financial reporting requirements of securities laws as a result of which, and to the extent that,
such reduction, cancellation, forfeiture, or recoupment is required by applicable securities laws. In addition, to the extent that claw-back
or similar provisions applicable to Awards are required by applicable law, listing standards and/or policies adopted by the Company,
Awards granted under the Plan shall be subject to such provisions.


 


(b) If the Company is required to prepare an accounting
restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under
the securities laws, any Participant who knowingly or through gross negligence engaged in the misconduct, or who knowingly or through
gross negligence failed to prevent the misconduct, and any Participant who is one of the individuals subject to automatic forfeiture
under Section 304 of the Sarbanes-Oxley Act of 2002, shall reimburse the Company for (i) the amount of any payment in settlement of an
Award received by such Participant during the twelve- (12-) month period following the first public issuance or filing with the United
States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement,
and (ii) any profits realized by such Participant from the sale of securities of the Company during such twelve- (12-) month period.


 


(c) No recovery of compensation pursuant to the
foregoing provisions will constitute an event giving rise to a Participant’s right to voluntarily terminate employment upon a “resignation
for good reason” or for a “constructive termination” or any similar term under any plan or agreement with the Company.


 


18.3 Provision of Information. Each Participant
shall be given access to information concerning the Company equivalent to that information generally made available to the Company’s
common stockholders.


 


18.4 Electronic Delivery and Participation.
Any reference herein or in an Award Agreement to a “written” agreement or document will include any agreement or document
delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet
(or other shared electronic medium controlled by the Company to which the Participant has access). By accepting any Award, the Participant
consents to receive documents by electronic delivery and to participate in the Plan through any on-line electronic system established
and maintained by the Plan Administrator or another third party selected by the Plan Administrator. The form of delivery of any Stock
(e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.


 






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18.5 Change in Time Commitment. In the event
a Participant’s regular level of time commitment in the performance of his or her services for the Company and any Affiliates is
reduced (for example, and without limitation, if the Participant is an Employee of the Company and the Employee has a change in status
from a full-time Employee to a part-time Employee or takes an extended leave of absence) after the date of grant of any Award to the
Participant, the Board may determine, to the extent permitted by Applicable Law, to (i) make a corresponding reduction in the number
of shares, amount of cash, or other property subject to any portion of such Award that is scheduled to vest or become payable after the
date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule
applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award
that is so reduced or extended.


 


18.6 Rights as Employee, Consultant or Director.
No person, even though eligible pursuant to Section 5, shall have a right to be selected as a Participant, or, having been so selected,
to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan shall confer on any Participant a right
to remain an Employee, Consultant or Director or interfere with or limit in any way any right of a Participating Company to terminate
the Participant’s Service at any time. To the extent that an Employee of a Participating Company other than the Company receives
an Award under the Plan, that Award shall in no event be understood or interpreted to mean that the Company is the Employee’s employer
or that the Employee has an employment relationship with the Company.


 


18.7 Rights as a Stockholder. A Participant
shall have no rights as a stockholder with respect to any shares covered by an Award until the date of the issuance of such shares (as
evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment
shall be made for dividends, distributions or other rights for which the record date is prior to the date such shares are issued, except
as provided in Section 4 or another provision of the Plan.


 


18.8 Delivery of Title to Shares. Subject
to any governing rules or regulations, the Company shall issue or cause to be issued the shares of Stock acquired pursuant to an Award
and shall deliver such shares to or for the benefit of the Participant by means of one or more of the following: (a) by delivering to
the Participant evidence of book entry shares of Stock credited to the account of the Participant, (b) by depositing such shares of Stock
for the benefit of the Participant with any broker with which the Participant has an account relationship, or (c) by delivering such
shares of Stock to the Participant in certificate form.


 


18.9 Fractional Shares. The Company shall
not be required to issue fractional shares upon the exercise or settlement of any Award.


 






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18.10 Provisions for Non-U.S. Participants.
The Committee may modify Awards granted to Participants who are foreign nationals or employed outside the United States or establish
subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such foreign jurisdictions with
respect to tax, securities, currency, employee benefit or other matters.


 


18.11 Lock-Up Period. The Company may, at
the request of any underwriter representative or otherwise, in connection with registering the offering of any Company securities under
the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise transferring any share of Stock or other
Company securities during a period of up to 180 days following the effective date of a Company registration statement filed under the
Securities Act, or such longer period as determined by the underwriter.


 


18.12 Data Privacy. As a condition for receiving
any Award, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of
personal data as described in this section by and among the Company and its Subsidiaries and affiliates exclusively for implementing,
administering and managing the Participant’s participation in the Plan. The Company and its Subsidiaries and affiliates may hold
certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social
security, insurance number or other identification number; salary; nationality; job title(s); any shares of Stock held in the Company
or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and Awards (the “Data”).
The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage
a Participant’s participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties
assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s
country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’
country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required
Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any shares of Stock. The
Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participant’s participation
in the Plan. A Participant may, at any time, view the Data that the Company holds regarding such Participant, request additional information
about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the
Participant or refuse or withdraw the consents in this Section 18.12 in writing, without cost, by contacting the local human resources
representative. If the Participant refuses or withdraws the consents in this Section 18.12, the Company may cancel Participant’s
ability to participate in the Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards.
For more information on the consequences of refusing or withdrawing consent, Participants may contact their local human resources representative.


 


18.13 Retirement and Welfare Plans. Neither
Awards made under this Plan nor shares of Stock or cash paid pursuant to such Awards may be included as “compensation” for
purposes of computing the benefits payable to any Participant under any Participating Company’s retirement plans (both qualified
and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account
in computing a Participant’s benefit. In addition, unless a written employment agreement or other service agreement specifically
references Awards, a general reference to “benefits” or a similar term in such agreement shall not be deemed to refer to
Awards granted hereunder.


 






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18.14 Beneficiary Designation. Subject to
local laws and procedures, each Participant may file with the Company a written designation of a beneficiary who is to receive any benefit
under the Plan to which the Participant is entitled in the event of such Participant’s death before he or she receives any or all
of such benefit. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Company,
and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. If a married
Participant designates a beneficiary other than the Participant’s spouse, the effectiveness of such designation may be subject
to the consent of the Participant’s spouse. If a Participant dies without an effective designation of a beneficiary who is living
at the time of the Participant’s death, the Company will pay any remaining unpaid benefits to the Participant’s legal representative.


 


18.15 Severability. If any one or more of
the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any respect, such provision shall
be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions
(or any part thereof) of the Plan shall not in any way be affected or impaired thereby.


 


18.16 No Constraint on Corporate Action.
Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s or another Participating Company’s
right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge
or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or (b) limit the right or power
of the Company or another Participating Company to take any action which such entity deems to be necessary or appropriate.


 


18.17 Unfunded Obligation. Participants shall
have the status of general unsecured creditors of the Company. Any amounts payable to Participants pursuant to the Plan shall be considered
unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security
Act of 1974. No Participating Company shall be required to segregate any monies from its general funds, or to create any trusts, or establish
any special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of any investments,
including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation
or maintenance of any trust or any Participant account shall not create or constitute a trust or fiduciary relationship between the Committee
or any Participating Company and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participant’s
creditors in any assets of any Participating Company. The Participants shall have no claim against any Participating Company for any
changes in the value of any assets which may be invested or reinvested by the Company with respect to the Plan.


 


18.18 Choice of Law. Except to the extent
governed by applicable federal law, the validity, interpretation, construction and performance of the Plan and each Award Agreement shall
be governed by the laws of the State of Delaware, without regard to its conflict of law rules.


 






    41


    


    

 


ASP ISOTOPES INC.


NOTICE OF GRANT OF RESTRICTED STOCK


 


You have been granted an award (the “Award”)
of certain shares of Stock (the “Shares”) of ASP Isotopes Inc. pursuant to the ASP Isotopes Inc. 2022 Equity
Incentive Plan (the “Plan”) and your Restricted Stock Agreement (the “Agreement”),
as follows:


 


	Participant:	_______________________
	Date of Grant:	_______________________
	 	 
	Total Number of Shares:	_______________________ , subject
    to adjustment as provided by the Agreement.
	 	 
	Fair Market Per Share on Date of Grant:	$_______________________
	 	 
	Vesting Commencement Date:	[Insert Date]
	 	 
	Vested Shares:	Except as provided
    below or in the Agreement, the number of Vested Shares (disregarding any resulting fractional share) as of any date is determined
    by multiplying the Total Number of Shares by the “Vested Ratio” determined as of such date as follows:
	 	 
	 	 	Vested
    Ratio
	 	_______________________________	___
	 	_______________________________	___
	 	 	 


 


You and the Company agree that the Award is governed
by this Notice of Grant and by the provisions of the Plan and the Agreement, all of which are attached to and made a part of this document.
You acknowledge receipt of copies of the Plan and the Agreement, represent that you have read and are familiar with their provisions and
accept the Award subject to all of their terms and conditions.


 


	ASP ISOTOPES INC.	 	PARTICIPANT
	 	 	 
	 	 	 
	By: 	 	 	 
	 	 	Signature
	Its: 	 	 	 
	 	 	Date
	Address:	 	 	 
	 	 	 	Address
	 	 	 	 


 


	ATTACHMENTS:	2022 Equity Incentive Plan, as amended, Restricted Stock Agreement, Assignment Separate from Certificate, form of Section 83(b) Election
and Plan Prospectus



 






     


    


    

 


ASP ISOTOPES INC. 


RESTRICTED STOCK AGREEMENT


 


ASP Isotopes Inc. has granted to the Participant
named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock
Agreement (the “Agreement”) is attached an Award consisting of shares of Stock subject to the terms and conditions
set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to, and is in all respects subject to, the terms
and conditions of, the ASP Isotopes Inc. 2022 Equity Incentive Plan (the “Plan”).


 


By signing the Grant Notice, the Participant: (a) acknowledges
receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Agreement, the Plan and a prospectus
for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the
Award (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the
Grant Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations
of the Committee upon any questions arising under the Grant Notice, this Agreement or the Plan.


 


Unless otherwise defined by this Agreement, capitalized
terms have the meanings assigned by the Grant Notice or the Plan.


 


1. Tax
Matters.


 


1.1 Election
under Section 83(b) of the Code. The Participant understands that Section 83 of the Code taxes as ordinary income the fair market
value of the shares of Stock as of the date on which the shares of Stock are “substantially vested,” within the meaning of
Section 83. In this context, “substantially vested” means that the right of the Company to reacquire the shares of Stock
pursuant to the Company Reacquisition Right has lapsed. The Participant understands that he or she may elect to have his or her taxable
income determined at the time he or she acquires the shares of Stock rather than when the Company Reacquisition Right lapses by filing
an election under Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30) days after the date of acquisition
of the shares of Stock. The Participant understands that failure to make a timely filing under Section 83(b) will result in his or
her recognition of ordinary income, as the Company Reacquisition Right lapses, on the Fair Market Value of the shares of Stock at the
time such restrictions lapse. The Participant further understands, however, that if shares of Stock with respect to which an election
under Section 83(b) has been made are forfeited to the Company pursuant to its Company Reacquisition Right, he or she will be unable
to recognize any loss on the forfeiture of the shares of Stock even though the Participant incurred a tax liability by making an election
under Section 83(b).


 


1.2 Notice
to Company. The Participant will notify the Company in writing if the Participant files an election pursuant to Section 83(b)
of the Code. The Company intends, in the event it does not receive from the Participant evidence of such filing, to claim a tax deduction
for any amount which would otherwise be taxable to the Participant in the absence of such an election.


 






    


     


    

 


1.3 Consultation
with Tax Advisors. The Participant hereby acknowledges that the Participant been advised by the Company to seek independent tax advice
from Participant’s own advisors regarding the availability and advisability of making an election under Section 83(b) of the Internal
Revenue Code of 1986, as amended, and that any such election, if made, must be made within 30 days of the Grant Date. Participant expressly
acknowledges that Participant is solely responsible for filing any such Section 83(b) election with the appropriate governmental authorities,
irrespective of the fact that such election is also delivered to the Company. Participant may not rely on the Company or any of its officers,
directors or employees for tax or legal advice regarding this Award. Participant acknowledges that Participant has sought tax and legal
advice from Participant’s own advisors regarding this Award or has voluntarily and knowingly foregone such consultation.


 


ANY ELECTION UNDER SECTION 83(b) THE PARTICIPANT
WISHES TO MAKE MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE PARTICIPANT ACQUIRES THE SHARES OF STOCK. THIS TIME PERIOD
CANNOT BE EXTENDED. THE PARTICIPANT ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE PARTICIPANT’S SOLE RESPONSIBILITY,
EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF.


 


1.4 Tax
Withholding.


 


(a) In
General. At the time the Grant Notice is executed, or at any time thereafter as requested by a Participating Company, the Participant
authorizes withholding from payroll and any other amounts payable to the Participant,
and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax (including
any social insurance) withholding obligations of the Participating Company Group, if any, which arise in connection with the Award, including,
without limitation, obligations arising upon (i) the transfer of shares of Stock to the Participant, (ii) the lapsing of any
restriction with respect to any shares of Stock, (iii) the filing of an election to recognize tax liability, or (iv) the transfer
by the Participant of any shares of Stock. The Company has no obligation to deliver the shares of Stock or to release any shares of Stock
from the Escrow established pursuant to Section 7 until the tax withholding obligations of the Participating Company have been satisfied
by the Participant.


 


(b) Withholding
in Shares. The Company has the right, but not the obligation, to require the Participant to satisfy all or any portion of a Participating
Company’s tax withholding obligations by withholding a number of whole Vested Shares otherwise deliverable to the Participant or
by the Participant’s tender to the Company of a number of whole Vested Shares or vested shares acquired otherwise than pursuant
to the Award having, in any such case, a Fair Market Value, as determined by the Company as of the date on which the tax withholding obligations
arise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding rates.


 






    2


     


    

 


2. Administration.


 


All questions of interpretation concerning the Grant
Notice, this Agreement, the Plan or any other form of agreement or other document employed by the Company in the administration of the
Plan or the Award are determined by the Committee as set forth in Section 3 of the Plan. All such determinations by the Committee shall
be final, binding and conclusive upon all persons having an interest in the Award, unless fraudulent or made in bad faith. Any and all
actions, decisions and determinations taken or made by the Committee in the exercise of its discretion pursuant to the Plan or the Award
or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final,
binding and conclusive upon all persons having an interest in the Award. Any Officer shall have the authority to act on behalf of the
Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company
herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election.


 


3. The
Award.


 


3.1 Grant
and Issuance of Shares. On the Date of Grant, the Participant will acquire and the Company will issue, subject to the provisions of
this Agreement, a number of shares of Stock equal to the Total Number of Shares. As a condition to the issuance of the shares of Stock,
the Participant will execute and deliver the Grant Notice to the Company, accompanied by an Assignment Separate from Certificate duly
endorsed (with date and number of shares blank) in the form provided by the Company.


 


3.2 No
Monetary Payment Required. The Participant is not required to make any monetary payment (other than to satisfy applicable tax withholding,
if any, with respect to the issuance or vesting of the shares of Stock) as a condition to receiving the shares of Stock, the consideration
will be past services actually rendered or future services to be rendered to a Participating Company or for its benefit. Notwithstanding
the foregoing, if required by applicable law, the Participant will furnish consideration in the form of cash or past services rendered
to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued pursuant to the
Award.


 


3.3 Beneficial
Ownership of Shares of Stock; Certificate Registration. The Participant authorizes the Company, in its sole discretion, to
deposit the shares of Stock with the Company’s transfer agent, including any successor transfer agent, to be held in book entry
form. Furthermore, the Participant authorizes the Company, in its sole discretion, to deposit, following the term of the Escrow pursuant
to Section 7, for the benefit of the Participant with any broker with which the Participant has an account relationship of which
the Company has notice any or all shares of Stock which are no longer subject to such Escrow. Except as provided by the foregoing, a certificate
for the shares of Stock will be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.


 


3.4 Issuance
of Shares in Compliance with Law. The issuance of shares of Stock will be subject to compliance with all applicable requirements
of federal, state or foreign law with respect to such securities. No shares of Stock will be issued if their issuance would constitute
a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange
or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction
the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares of Stock will
relieve the Company of any liability in respect of the failure to issue such shares of Stock as to which such requisite authority will
not have been obtained. As a condition to the issuance of the shares of Stock, the Company may require the Participant to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation
or warranty as may be requested by the Company.


 






    3


     


    

 


4. Vesting
of Shares.


 


Shares of Stock acquired pursuant to this Agreement
will become Vested Shares as provided in the Grant Notice. For purposes of determining the number of Vested Shares following an Ownership
Change Event, credited Service will include all Service with any corporation which is a Participating Company at the time the Service
is rendered, whether or not such corporation is a Participating Company both before and after the Ownership Change Event.


 


5. Company
Reacquisition Right.


 


5.1 Grant
of Company Reacquisition Right. In the event that (a) the Participant’s
Service terminates for any reason or no reason, with or without Cause, or, (b) the Participant, the Participant’s
legal representative, or other holder of the shares of Stock, attempts to sell, exchange, transfer, pledge, or otherwise dispose of (other
than pursuant to an Ownership Change Event), including, without limitation, any transfer to a nominee or agent of the Participant, any
shares of Stock which are not Vested Shares (“Unvested Shares”), the Participant will forfeit and the Company
will automatically reacquire the Unvested Shares, and the Participant will not be entitled to any payment therefor (the “Company
Reacquisition Right”).


 


5.2 Ownership
Change Event, Dividends, Distributions and Adjustments. Upon the occurrence of an Ownership Change Event, a dividend or distribution
to the stockholders of the Company paid in shares of Stock or other property, or any other adjustment upon a change in the capital structure
of the Company as described in Section 9, any and all new, substituted or additional securities or other property (other than regular,
periodic dividends paid on Stock pursuant to the Company’s dividend policy) to which the Participant is entitled by reason of the
Participant’s ownership of Unvested Shares will be immediately subject
to the Company Reacquisition Right and included in the terms “Shares,” “Stock” and “Unvested Shares”
for all purposes of the Company Reacquisition Right with the same force and effect as the Unvested Shares immediately prior to the Ownership
Change Event, dividend, distribution or adjustment, as the case may be. For purposes of determining the number of Vested Shares following
an Ownership Change Event, dividend, distribution or adjustment, credited Service includes all Service with any corporation which is a
Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and
after any such event.


 






    4


     


    

 


5.3 Regular
Periodic Dividends. Any regular dividends that become payable with respect to an Unvested Share will be accrued and held by the Company
until the Unvested Share becomes vested and will be paid to Participant within fifteen days after the date on which the related Unvested
Share becomes vested.


 


6. Stock
Distributions Subject to Agreement.


 


If, from time to time, there is any stock dividend,
stock split or other change, as described in Section 9, in the character or amount of any of the outstanding stock of the corporation
the stock of which is subject to the provisions of this Agreement, then in such event any and all new, substituted or additional securities
to which the Participant is entitled by reason of the Participant’s ownership of the shares of Stock acquired pursuant to this Agreement
will be immediately subject to the Company Reacquisition Right set forth in the Plan with the same force and effect as the shares subject
to the Company Reacquisition Right immediately before such event.


 


7. Escrow.


 


7.1 Appointment
of Agent. To ensure that shares of Stock subject to the Company Reacquisition Right will be available for reacquisition, the Participant
and the Company hereby appoint the Secretary of the Company, or any other person designated by the Company, as their agent and as attorney-in-fact
for the Participant (the “Agent”) to hold any and all Unvested Shares and to sell, assign and transfer to the
Company any Unvested Shares reacquired by the Company pursuant to the Company Reacquisition Right. The Participant understands that appointment
of the Agent is a material inducement to make this Agreement and that such appointment is coupled with an interest and is irrevocable.
The Agent will not be personally liable for any act the Agent may do or omit to do hereunder as escrow agent, agent for the Company, or
attorney in fact for the Participant while acting in good faith and in the exercise of the Agent’s own good judgment, and any act
done or omitted by the Agent pursuant to the advice of the Agent’s own attorneys will be conclusive evidence of good faith. The
Agent may rely upon any letter, notice or other document executed by any signature purporting to be genuine and may resign at any time.


 


7.2 Establishment
of Escrow. The Participant authorizes the Company to deposit the Unvested Shares with the Company’s transfer agent to
be held in book entry form, as provided by Section 3.3, and the Participant agrees to deliver to and deposit with the Agent each
certificate, if any, evidencing the shares of Stock and an Assignment Separate from Certificate with respect to such book entry shares
and each such certificate duly endorsed (with date and number of shares of Stock blank) in the form attached to this Agreement, to be
held by the Agent under the terms and conditions of this Section (the “Escrow”). Upon the occurrence of an Ownership
Change Event, a dividend or distribution to the stockholders of the Company paid in shares of Stock or other property (other than regular,
periodic dividends paid on Stock pursuant to the Company’s dividend policy), or any other adjustment upon a change in the capital
structure of the Company, as described in Section 9, any and all new, substituted or additional securities or other property to which
the Participant is entitled by reason of his or her ownership of the shares of Stock that remain, following such Ownership Change Event,
dividend, distribution or change described in Section 9, subject to the Company Reacquisition Right will be immediately subject to
the Escrow to the same extent as the shares of Stock immediately before such event. The Company will bear the expenses of the Escrow.


 






    5


     


    

 


7.3 Delivery
of Shares of Stock to Participant. The Escrow will continue with respect to any shares of Stock for so long as the shares of
Stock remain subject to the Company Reacquisition Right. Upon termination of the Company Reacquisition Right with respect to shares of
Stock, the Company will notify the Agent and direct the Agent to deliver such number of shares of Stock to the Participant. As soon as
practicable after receipt of such notice, the Agent will cause the shares of Stock specified by such notice to be delivered to the Participant,
and the Escrow will terminate with respect to such shares of Stock.


 


8. Effect
of Change in Control.


 


In the event of a Change in Control, the treatment
of the Award and the shares of Stock will be governed by Section 13 of the Plan and any applicable provisions of the Grant Notice.


 


9. Adjustments
for Changes in Capital Structure.


 


The Shares are subject to the adjustment as provided
by Section 4.3 of the Plan.


 


10. Rights
as a Stockholder.


 


10.1 In
General. Subject to the provisions of this Agreement, the Participant will exercise all rights and privileges of a stockholder of
the Company with respect to shares of Stock deposited in the Escrow pursuant to Section 7 hereof.


 


11. Rights
as a Director, Employee or Consultant.


 


If the Participant is an Employee, the Participant
understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company
and the Participant, the Participant’s employment is “at will”
and is for no specified term. Nothing in this Agreement confers upon the Participant any right to continue in the Service of a Participating
Company or interferes in any way with any right of the Participating Company Group to terminate the Participant’s
Service, as the case may be, at any time.


 


12. Legends.


 


The Company may at any time place legends referencing
the Company Reacquisition Right and any applicable federal, state or foreign securities law restrictions on all certificates representing
shares of Stock. The Participant must, at the request of the Company, promptly present to the Company any and all certificates representing
shares of Stock in the possession of the Participant in order to carry out the provisions of this Section. Unless otherwise specified
by the Company, legends placed on such certificates may include, but are not limited to, the following:


 






    6


     


    

 


12.1 “THE
SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND REAQUISITION RIGHTS IN FAVOR OF THE
CORPORATION OR ITS ASSIGNEE SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR SUCH HOLDER’S
PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION.”


 


13. Miscellaneous
Provisions.


 


13.1 Captions.
Captions and titles contained herein are for convenience only and do not affect the meaning or interpretation of any provision of this
Agreement. Except when otherwise indicated by the context, the singular includes the plural and the plural includes the singular. Use
of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


 


13.2 Further
Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary
to carry out the intent of this Agreement.


 


13.3 Binding
Effect. This Agreement will inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on
transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and
assigns.


 


13.4 Delivery
of Documents and Notices. Any document relating to participation in the Plan, or any notice required or permitted hereunder must be
given in writing and will be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual
receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by a Participating
Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized
overnight courier service, with postage and fees prepaid, addressed to the other party at the address of such party set forth in the Grant
Notice or at such other address as such party may designate in writing from time to time to the other party.


 


(a) Description
of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the Plan, the Grant Notice, this
Agreement, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant
electronically. In addition, if permitted by the Company, the Participant may deliver electronically the Grant Notice to the Company or
to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery
may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved
in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.


 


(b) Consent
to Electronic Delivery. The Participant acknowledges that the Participant has read Section 13.4(a) of this Agreement and
consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Grant Notice and notices
in connection with the Escrow, as described in Section 13.4(a). The Participant acknowledges that he or she may receive from the
Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or
in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted
electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any
designated third-party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails.
The Participant may revoke his or her consent to the electronic delivery of documents described in Section 13.4(a) or may change
the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any
time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally,
the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 13.4(a).








 


13.5 Entire
Agreement. The Grant Notice, this Agreement and the Plan constitute the entire understanding and agreement of the Participant
and the Participating Company Group with respect to the subject matter contained herein or therein and supersede any prior or contemporaneous
agreements, understandings, restrictions, representations, or warranties among the Participant
and the Participating Company Group with respect to the subject matter hereof, and may not be modified adversely to the Participant’s
interest (other than as permitted by the Plan) except by means of a writing signed by the Company and Participant. To the extent contemplated
herein or therein, the provisions of the Grant Notice, this Agreement and the Plan will survive any settlement of the Award and will remain
in full force and effect.


 


13.6 Applicable
Law. The Agreement will be governed by the laws of Delaware as such laws are applied to agreements between Delaware residents entered
into and to be performed entirely within Delaware.


 


13.7 Counterparts.
The Grant Notice may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute
one and the same instrument.


 






    7


     


    




 


 


ASSIGNMENT SEPARATE FROM CERTIFICATE


 


FOR VALUE RECEIVED the undersigned does hereby
sell, assign and transfer unto ___________________________________________________________________________


___________________________________________________ (_________________)
shares of the Capital Stock of ASP Isotopes Inc. standing in the undersigned’s name on the books of said corporation represented
by Certificate No. __________________ herewith and does hereby irrevocably constitute and appoint ________________________________ Attorney
to transfer the said stock on the books of said corporation with full power of substitution in the premises.


 


	Dated:	 	 	 
	 	 	 
	 	 	Signature
	 	 	 
	 	 	Print Name






 


Instructions: Please do not fill in any blanks other than the
signature line. The purpose of this assignment is to enable the Company to exercise its Company Reacquisition Right set forth in the Restricted
Stock Agreement without requiring additional signatures on the part of the Participant.


 




     


    


    


 


SAMPLE


 


	Internal Revenue Service	 
	 	 
	 	 
	[IRS Service Center	 
	where Form 1040 is Filed]	 









 


	Re:	Section 83(b) Election



 


Dear Sir or Madam:


 


The following information is submitted pursuant to section 1.83-2
of the Treasury Regulations in connection with this election by the undersigned under section 83(b) of the Internal Revenue Code
of 1986, as amended (the “Code”).


 


1. The name, address and taxpayer
identification number of the taxpayer are:


 


	 	Name:________________________________	 
	 	 
	 	Address:____________________________	 
	 	 	_______________________________	 
	 	 
	 	Social Security Number:____________________	 






 


		2.	The following is a description of each item of property with respect to which the election is made:



 


________________ shares of common stock of ASP Isotopes Inc.
(the “Shares”), acquired from ASP Isotopes Inc. (the “Company”) pursuant to a restricted stock grant.


 


		3.	The property was transferred to the undersigned on:



 


Restricted stock grant date: ________________________


 


The taxable year for which the election
is made is:


 


Calendar Year ___________


 


		4.	The nature of the restriction to which the property is subject:



 


The Shares are subject to automatic forfeiture to the Company
upon the occurrence of certain events. This forfeiture provision lapses with regard to a portion of the Shares based upon the continued
performance of services by the taxpayer over time.


 






     


    


    

 


		5.	The following is the fair market value at the time of transfer (determined without regard to any restriction other than a restriction
which by its terms will never lapse) of the property with respect to which the election is made:



 


$__________________ (_____________ Shares at $__________ per share).


 


The property was transferred to the taxpayer pursuant to the
grant of an award of restricted stock.


 


		6.	The following is the amount paid for the property:



 


No monetary consideration was provided in exchange for the
Shares.


 


		7.	A copy of this election has been furnished to the Company, the corporation for which the services were performed by the undersigned.



 


Please acknowledge receipt of this election by date or received-stamping
the enclosed copy of this letter and returning it to the undersigned. A self-addressed stamped envelope is provided for your convenience.


 


	Very truly yours,	 	 
	 	 	Date:	 






 


Enclosures


 


	cc:	ASP Isotopes Inc.



 






     


    


    

 


ASP ISOTOPES INC.


STOCK OPTION AGREEMENT


(U.S. Participants)


 


ASP Isotopes Inc., a Delaware
corporation (the “Company”), has granted to the Participant named in the Notice of Grant of Stock Option
(the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”)
is attached an option (the “Option”) to purchase a number of shares of Stock upon the terms and conditions set
forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the
terms and conditions of the ASP Isotopes Inc. 2022 Equity Incentive Plan (the “Plan”), as amended, the provisions
of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents
that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared
in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan
Prospectus”), (b) accepts the Option subject to all of the terms and conditions of the Grant Notice, this Option Agreement
and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any
questions arising under the Grant Notice, this Option Agreement or the Plan.


 


1. Definitions
and Construction.


 


1.1 Definitions.
Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.


 


1.2 Construction.
Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this
Option Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the
singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


 


2. Tax
Consequences.


 


2.1 Tax
Status of Option. This Option is intended to have the tax status designated in the Grant Notice.


 


(a) Incentive
Stock Option. If the Grant Notice so designates, this Option is intended to be an Incentive Stock Option within the meaning of
Section 422(b) of the Code, but the Company does not represent or warrant that this Option qualifies as such. The Participant should
consult with the Participant’s own tax advisor regarding the tax effects of this Option and the requirements necessary to obtain
favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements. (NOTE TO
PARTICIPANT: If the Option is exercised more than three (3) months after the date on which you cease to be an Employee (other than by
reason of your death or permanent and total disability as defined in Section 22(e)(3) of the Code), the Option will be treated as
a Nonstatutory Stock Option and not as an Incentive Stock Option to the extent required by Section 422 of the Code.)


 






     


     


    

 


(b) Nonstatutory
Stock Option. If the Grant Notice so designates, this Option is intended to be a Nonstatutory Stock Option and shall not be treated
as an Incentive Stock Option within the meaning of Section 422(b) of the Code.


 


2.2 ISO
Fair Market Value Limitation. If the Grant Notice designates this Option as an Incentive Stock Option, then to the extent that
the Option (together with all Incentive Stock Options granted to the Participant under all stock option plans of the Participating Company
Group, including the Plan) becomes exercisable for the first time during any calendar year for shares having a Fair Market Value greater
than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount will be treated as Nonstatutory Stock
Options. For purposes of this Section 2.2, options designated as Incentive Stock Options are taken into account in the order in which
they were granted, and the Fair Market Value of stock is determined as of the time the option with respect to such stock is granted. If
the Code is amended to provide for a different limitation from that set forth in this Section 2.2, such different limitation shall
be deemed incorporated herein effective as of the date required or permitted by such amendment to the Code. If the Option is treated as
an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section 2.2,
the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant
shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such
portion shall be issued upon the exercise of the Option. (NOTE TO PARTICIPANT: If the aggregate Exercise Price of the Option (that is,
the Exercise Price multiplied by the Number of Option Shares) plus the aggregate exercise price of any other Incentive Stock Options you
hold (whether granted pursuant to the Plan or any other stock option plan of the Participating Company Group) is greater than $100,000,
you should contact the Plan Administrator to ascertain whether the entire Option qualifies as an Incentive Stock Option.)


 


3. Administration.


 


All questions of interpretation
concerning the Grant Notice, this Option Agreement, the Plan or any other form of agreement or other document employed by the Company
in the administration of the Plan or the Option shall be determined by the Committee. All such determinations by the Committee shall be
final, binding and conclusive upon all persons having an interest in the Option, unless fraudulent or made in bad faith. Any and all actions,
decisions and determinations taken or made by the Committee in the exercise of its discretion pursuant to the Plan or the Option or other
agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and
conclusive upon all persons having an interest in the Option. Any Officer shall have the authority to act on behalf of the Company with
respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided
the Officer has apparent authority with respect to such matter, right, obligation, or election.


 


4. Exercise
of the Option.


 


4.1 Right
to Exercise. Except as otherwise provided herein, the Option shall be exercisable on and after the Vesting Start Date and prior
to the termination of the Option (as provided in Section 6) in an amount not to exceed the number of Vested Shares less the number
of shares previously acquired upon exercise of the Option. In no event shall the Option be exercisable for more shares than the Number
of Option Shares, as adjusted pursuant to Section 9.


 






    2


     


    

 


4.2 Method
of Exercise. Exercise of the Option shall be by means of electronic or written notice (the “Exercise Notice”)
in a form authorized by the Company. An electronic Exercise Notice must be digitally signed or authenticated by the Participant in such
manner as required by the notice and transmitted to the Company or an authorized representative of the Company (including a third-party
administrator designated by the Company). In the event that the Participant is not authorized or is unable to provide an electronic Exercise
Notice, the Option shall be exercised by a written Exercise Notice addressed to the Company, which shall be signed by the Participant
and delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile transmission, or by such other
means as the Company may permit, to the Company, or an authorized representative of the Company (including a third-party administrator
designated by the Company). Each Exercise Notice, whether electronic or written, must state the Participant’s election to exercise
the Option, the number of whole shares of Stock for which the Option is being exercised and such other representations and agreements
as to the Participant’s investment intent with respect to such shares as may be required pursuant to the provisions of this Option
Agreement. Further, each Exercise Notice must be received by the Company prior to the termination of the Option as set forth in Section 6
and must be accompanied by full payment of the aggregate Exercise Price for the number of shares of Stock being purchased. The Option
shall be deemed to be exercised upon receipt by the Company of such electronic or written Exercise Notice and the aggregate Exercise Price.


 


4.3 Payment
of Exercise Price.


 


(a) Forms
of Consideration Authorized. Except as otherwise provided below, payment of the aggregate Exercise Price for the number of shares
of Stock for which the Option is being exercised shall be made (i) in cash, by check or in cash equivalent; (ii) if permitted
by the Company and subject to the limitations contained in Section 4.3(b), by means of (1) a Cashless Exercise, (2) a Net-Exercise,
or (3) a Stock Tender Exercise; or (iii) by any combination of the foregoing.


 


(b) Limitations
on Forms of Consideration. The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion,
to establish, decline to approve or terminate any program or procedure providing for payment of the Exercise Price through any of the
means described below, including with respect to the Participant notwithstanding that such program or procedures may be available to others.
Any determination by the Company with respect to whether to permit the withholding or tendering of shares of Stock to satisfy the Exercise
Price shall be made by the Committee if the Participant is subject to Section 16 of the Exchange Act.


 


(i) Cashless
Exercise. A “Cashless Exercise” means the delivery of a properly executed Exercise Notice together with
irrevocable instructions to a broker in a form acceptable to the Company providing for the assignment to the Company of the proceeds of
a sale or loan with respect to shares of Stock acquired upon the exercise of the Option in an amount not less than the aggregate Exercise
Price for such shares (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated
from time to time by the Board of Governors of the Federal Reserve System).


 






    3


     


    

 


(ii) Net-Exercise.
A “Net-Exercise” means the delivery of a properly executed Exercise Notice electing a procedure pursuant to
which (1) the Company will reduce the number of shares otherwise issuable to the Participant upon the exercise of the Option by the
largest whole number of shares having a Fair Market Value that does not exceed the aggregate Exercise Price for the shares with respect
to which the Option is exercised, and (2) the Participant shall pay to the Company in cash the remaining balance of such aggregate
Exercise Price not satisfied by such reduction in the number of whole shares to be issued. Following a Net-Exercise, the number of shares
remaining subject to the Option, if any, shall be reduced by the sum of (1) the net number of shares issued to the Participant upon
such exercise, and (2) the number of shares deducted by the Company for payment of the aggregate Exercise Price.


 


(iii) Stock
Tender Exercise. A “Stock Tender Exercise” means the delivery of a properly executed Exercise Notice accompanied
by (1) the Participant’s tender to the Company, or attestation to the ownership, in a form acceptable to the Company of whole
shares of Stock having a Fair Market Value that does not exceed the aggregate Exercise Price for the shares with respect to which the
Option is exercised, and (2) the Participant’s payment to the Company in cash of the remaining balance of such aggregate Exercise
Price not satisfied by such shares’ Fair Market Value. A Stock Tender Exercise shall not be permitted if it would constitute a violation
of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. If required by the Company,
the Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either
have been owned by the Participant for a period of time required by the Company (and not used for another option exercise by attestation
during such period) or were not acquired, directly or indirectly, from the Company.


 


4.4 Tax
Withholding.


 


(a) In
General. At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by a Participating Company,
the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make
adequate provision for (including by means of a Cashless Exercise to the extent permitted by the Company), any sums required to satisfy
the federal, state, local and foreign tax (including any social insurance) withholding obligations of the Participating Company Group,
if any, which arise in connection with the Option. The Company shall have no obligation to deliver shares of Stock until the tax withholding
obligations of the Participating Company Group have been satisfied by the Participant.


 


(b) Withholding
in Shares. The Company shall have the right, but not the obligation, to require the Participant to satisfy all or any portion
of a Participating Company’s tax withholding obligations upon exercise of the Option by deducting from the shares of Stock otherwise
issuable to the Participant upon such exercise a number of whole shares having a fair market value, as determined by the Company as of
the date of exercise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding
rates if required to avoid liability classification of the Option under generally accepted accounting principles in the United States.
Any determination by the Company with respect to whether to permit the withholding of shares of Stock to satisfy the tax withholding obligations
shall be made by the Committee if the Participant is subject to Section 16 of the Exchange Act.


 






    4


     


    

 


4.5 Beneficial
Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit
for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice
any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as provided by the preceding sentence, a
certificate for the shares as to which the Option is exercised shall be registered in the name of the Participant, or, if applicable,
in the names of the heirs of the Participant.


 


4.6 Restrictions
on Grant of the Option and Issuance of Shares. The grant of the Option and the issuance of shares of Stock upon exercise of
the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities.
The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal,
state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the
Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the Securities Act
shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option, or (ii) in
the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms
of an applicable exemption from the registration requirements of the Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY
NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN
DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority,
if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option
shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority
shall not have been obtained. As a condition to the exercise of the Option, the Company may require the Participant to satisfy any qualifications
that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty
with respect thereto as may be requested by the Company.


 


4.7 Fractional
Shares. The Company shall not be required to issue fractional shares upon the exercise of the Option.


 


5. Nontransferability
of the Option.


 


During the lifetime of the Participant,
the Option shall be exercisable only by the Participant or the Participant’s guardian or legal representative. The Option shall
not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by
creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution.
Following the death of the Participant, the Option, to the extent provided in Section 7, may be exercised by the Participant’s
legal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws
of descent and distribution.


 






    5


     


    

 


6. Termination
of the Option.


 


The Option shall terminate and
may no longer be exercised after the first to occur of (a) the close of business on the Option Expiration Date, (b) the close
of business on the last date for exercising the Option following termination of the Participant’s Service as described in Section 7,
or (c) a Change in Control to the extent provided in Section 8.


 


7. Effect
of Termination of Service.


 


7.1 Option
Exercisability. The Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is
then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during
the applicable time period as determined below and thereafter shall terminate.


 


(a) Disability.
If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent unexercised and
exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant (or
the Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on
which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.


 


(b) Death.
If the Participant’s Service terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable
for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative
or other person who acquired the right to exercise the Option by reason of the Participant’s death at any time prior to the expiration
of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration
Date. The Participant’s Service shall be deemed to have terminated on account of death if the Participant dies within three (3)
months after the Participant’s termination of Service other than for Cause.


 


(c) Termination
for Cause. Notwithstanding any other provision of this Option Agreement to the contrary, if the Participant’s Service is
terminated for Cause or if, following the Participant’s termination of Service and during any period in which the Option otherwise
would remain exercisable, the Participant engages in any act that would constitute Cause, the Option shall terminate in its entirety and
cease to be exercisable immediately upon such termination of Service or act.


 


(d) Other
Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death or Cause, the Option,
to the extent unexercised and exercisable for Vested Shares by the Participant on the date on which the Participant’s Service terminated,
may be exercised by the Participant at any time prior to the expiration of three (3) months after the date on which the Participant’s
Service terminated, but in any event no later than the Option Expiration Date.


 






    6


     


    

 


7.2 Extension
if Exercise Prevented by Law. Notwithstanding the foregoing, other than termination of the Participant’s Service for
Cause, if the exercise of the Option within the applicable time periods set forth in Section 7.1 is prevented by the provisions of
Section 4.6, the Option shall remain exercisable until the later of (a) thirty (30) days after the date such exercise first
would no longer be prevented by such provisions, or (b) the end of the applicable time period under Section 7.1, but in any
event no later than the Option Expiration Date.


 


8. Effect
of Change in Control.


 


In the event of a Change in
Control, the Option shall be subject to and treated as set forth in Section 13 of the Plan.


 


9. Adjustments
for Changes in Capital Structure.


 


The Option shall be subject
to and treated as set forth in Section 4.3 of the Plan.


 


10. Rights
as a Stockholder, Director, Employee or Consultant.


 


The Participant shall have no
rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of the shares for which the Option
has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).
No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are
issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except
as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s
employment is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Participant any
right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group
to terminate the Participant’s Service as a Director, an Employee or Consultant, as the case may be, at any time.


 


11. Notice
of Sales Upon Disqualifying Disposition.


 


The Participant shall dispose
of the shares acquired pursuant to the Option only in accordance with the provisions of this Option Agreement. In addition, if the
Grant Notice designates this Option as an Incentive Stock Option, the Participant shall (a) promptly notify the Plan Administrator
if the Participant disposes of any of the shares acquired pursuant to the Option within one (1) year after the date the Participant exercises
all or part of the Option or within two (2) years after the Date of Grant and (b) provide the Company with a description of the circumstances
of such disposition. Until such time as the Participant disposes of such shares in a manner consistent with the provisions of this Option
Agreement, unless otherwise expressly authorized by the Company, the Participant shall hold all shares acquired pursuant to the Option
in the Participant’s name (and not in the name of any nominee) for the one-year period immediately after the exercise of the Option
and the two-year period immediately after Date of Grant. At any time during the one-year or two-year periods set forth above, the Company
may place a legend on any certificate representing shares acquired pursuant to the Option requesting the transfer agent for the Company’s
stock to notify the Company of any such transfers. The obligation of the Participant to notify the Company of any such transfer shall
continue notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence.


 






    7


     


    

 


12. Legends.


 


The Company may at any time
place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares
of Stock subject to the provisions of this Option Agreement. The Participant shall, at the request of the Company, promptly present to
the Company any and all certificates representing shares acquired pursuant to the Option in the possession of the Participant in order
to carry out the provisions of this Section. Unless otherwise specified by the Company, legends placed on such certificates may include,
but shall not be limited to, the following:


 


“THE SHARES EVIDENCED BY THIS CERTIFICATE
WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER UPON EXERCISE OF AN INCENTIVE STOCK OPTION AS DEFINED IN SECTION 422 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (“ISO”). IN ORDER TO OBTAIN THE PREFERENTIAL TAX TREATMENT AFFORDED TO ISOs,
THE SHARES SHOULD NOT BE TRANSFERRED PRIOR TO EITHER THE TWO-YEAR ANNIVERSARY OF THE DATE OF GRANT OR THE ONE-YEAR ANNIVERSARY OF THE
DATE OF EXERCISE. SHOULD THE REGISTERED HOLDER ELECT TO TRANSFER ANY OF THE SHARES PRIOR TO THIS DATE AND FOREGO ISO TAX TREATMENT, THE
TRANSFER AGENT FOR THE SHARES SHALL NOTIFY THE CORPORATION IMMEDIATELY. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE
INCENTIVE STOCK OPTION IN THE REGISTERED HOLDER’S NAME (AND NOT IN THE NAME OF ANY NOMINEE) PRIOR TO THIS DATE OR UNTIL TRANSFERRED
AS DESCRIBED ABOVE.”


 


13. Miscellaneous
Provisions.


 


13.1 Termination
or Amendment. The Committee may terminate or amend the Plan or the Option at any time; provided, however, that except as provided
in Section 8 in connection with a Change in Control, no such termination or amendment may have a materially adverse effect on the
Option or any unexercised portion thereof without the consent of the Participant unless such termination or amendment is necessary to
comply with any applicable law or government regulation. No amendment or addition to this Option Agreement shall be effective unless in
writing.


 


13.2 Further
Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary
to carry out the intent of this Option Agreement.


 


13.3 Binding
Effect. This Option Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions
on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors
and assigns.


 






    8


     


    

 


13.4 Delivery
of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given (except to the extent that this Option Agreement provides for effectiveness only
upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant
by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with
a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address of such
party set forth in the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.


 


(a) Description
of Electronic Delivery and Signature. The Plan documents, which may include but do not necessarily include: the Plan, the Grant
Notice, this Option Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders,
may be delivered to the Participant electronically. In addition, if permitted by the Company, the Participant may deliver electronically
the Grant Notice and Exercise Notice called for by Section 4.2 to the Company or to such third party involved in administering the
Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the
delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the
document via e-mail or such other means of electronic delivery specified by the Company. Any and all such documents and notices may be
electronically signed.


 


(b) Consent
to Electronic Delivery and Signature. The Participant acknowledges that the Participant has read Section 13.4(a) of this
Option Agreement and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Grant
Notice and Exercise Notice, as described in Section 13.4(a). The Participant agrees that any and all such documents requiring a signature
may be electronically signed and that such electronic signature shall have the same effect as handwritten signature for the purposes of
validity, enforceability and admissibility. The Participant acknowledges that he or she may receive from the Company a paper copy of any
documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant
further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of
such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third-party
administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke
his or her consent to the electronic delivery of documents described in Section 13.4(a) or may change the electronic mail address
to which such documents are to be delivered (if the Participant has provided an electronic mail address) at any time by notifying the
Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands
that he or she is not required to consent to electronic delivery of documents described in Section 13.4(a).


 


13.5 Integrated
Agreement. The Grant Notice, this Option Agreement and the Plan, together with the Superseding Agreement, if any, shall constitute
the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained
herein and supersede any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the
Participating Company Group with respect to such subject matter. To the extent contemplated herein, the provisions of the Grant Notice,
the Option Agreement and the Plan shall survive any exercise of the Option and shall remain in full force and effect.








 


13.6 Applicable
Law. This Option Agreement shall be governed by the laws of the State of Delaware as such laws are applied to agreements between Delaware
residents entered into and to be performed entirely within the State of Delaware.


 


13.7 Counterparts.
The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 



    9


    


    




 


ASP ISOTOPES INC.


NOTICE OF GRANT OF STOCK OPTION


(U.S. Participants)


 


ASP Isotopes Inc., a Delaware corporation (the
“Company”), has granted to the Participant an option (the “Option”) to purchase certain
shares of Stock pursuant to the ASP Isotopes Inc. 2022 Equity Incentive Plan (the “Plan”), as follows:


 


	Participant:	 __________________	Employee ID:	_______________ 
	Date of Grant:	__________________ 
	Number of Option Shares:	 __________________, subject to adjustment as provided by the Option Agreement.
	Exercise Price:	$__________________ 
	Vesting Start Date:	 
	Option Expiration Date:	The tenth anniversary of the Date of Grant.
	Tax Status of Option:	__________________ Stock Option.  (Enter “Incentive” or “Nonstatutory.”  If blank, this Option will be a Nonstatutory Stock Option.)
	Vested Shares:	Except as provided in the Option Agreement and provided the Participant’s Service has not terminated prior to the applicable date, the number of Vested Shares (disregarding any resulting fractional share) as of any date is determined by multiplying the Number of Option Shares by the “Vested Percentage” determined as of such date, as follows:
	 	
    Vesting Date
	Vested

 Percentage
	 	_______________________________	___
	 	_______________________________	___
	 	_______________________________	___
	 	 	 
	 	 	 
	Superseding Agreement:	None.


 


By their signatures below or by electronic acceptance
or authentication in a form authorized by the Company, the Company and the Participant agree that the Option is governed by this Grant
Notice and by the provisions of the Option Agreement and the Plan, both of which are made a part of this document, and by the Superseding
Agreement, if any. The Participant acknowledges that copies of the Plan, the Option Agreement and the prospectus for the Plan are available
on the Company’s internal web site and may be viewed and printed by the Participant for attachment to the Participant’s copy
of this Grant Notice. The Participant represents that the Participant has read and is familiar with the provisions of the Option Agreement
and the Plan, and hereby accepts the Option subject to all of their terms and conditions.


 


	ASP ISOTOPES INC.	 	PARTICIPANT
	 	 	 
	By: 	 	 	 
	[Officer Name]	 	Signature
	[Officer Title]	 	 
	 	 	Date
	Address: 	 	 	 
	 	              	 	Address
	 	 	 	 


 


 


	ATTACHMENTS:	2022 Equity Incentive Plan, as amended, Stock Option Agreement, Exercise Notice, and Plan Prospectus