Exhibit 10.18


 


Certara,
Inc.

2020 Incentive Plan


 


1.             Purpose.
The purpose of the Certara, Inc. 2020 Incentive Plan is to provide a means through which the Company and the other members of
the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants
and advisors of the Company and the other members of the Company Group can acquire and maintain an equity interest in the Company,
or be paid incentive compensation, including incentive compensation measured by reference to the value of Common Stock, thereby
strengthening their commitment to the welfare of the Company Group and aligning their interests with those of the Company’s
stockholders. 


 


2.             Definitions. The following definitions shall be applicable throughout the Plan.


 


(a)           
“Adjustment Event” has the meaning given to such term in Section 11(a) of the Plan.


 


(b)          
“Affiliate” means any Person that directly or indirectly controls, is controlled by or is under
common control with the Company. The term “control” (including, with correlative meaning, the terms “controlled
by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting
or other securities, by contract or otherwise.


 


(c)           
“Applicable Law” means each applicable law, rule, regulation and requirement, including, but not
limited to, each applicable U.S. federal, state or local law, any rule or regulation of the applicable securities exchange or inter-dealer
quotation system on which the securities of the Company may be listed or quoted and each applicable law, rule or regulation of
any other country or jurisdiction where Awards are granted under the Plan or Participants reside or provide services, as each such
laws, rules and regulations shall be in effect from time to time.


 


(d)          
“Award” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option,
Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Equity-Based Award and Cash-Based Incentive Award granted
under the Plan.


 


(e)           
“Award Agreement” means the document or documents by which each Award (other than a Cash-Based
Incentive Award) is evidenced, which may be in written or electronic form.


 


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


 


(g)          
“Cash-Based Incentive Award” means an Award, denominated in cash, that is granted under Section
10 of the Plan.


 



     


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(h)           “Cause”
means, as to any Participant, unless the applicable Award Agreement states otherwise, (i) “Cause,” as defined in any
employment, severance, consulting or other similar agreement between the Participant and the Service Recipient in effect at the
time of such Termination; or (ii) in the absence of any such employment, severance, consulting or other similar agreement (or
the absence of any definition of “Cause” contained therein), the Participant’s (A) willful neglect in the performance
of the Participant’s duties for the Service Recipient or willful or repeated failure or refusal to perform such duties;
(B) engagement in conduct in connection with the Participant’s employment or service with the Service Recipient, which results
in, or could reasonably be expected to result in, material harm to the business or reputation of the Service Recipient or any
other member of the Company Group; (C) conviction of, or plea of guilty or no contest to, (I) any felony or (II) any other crime
that results in, or could reasonably be expected to result in, material harm to the business or reputation of the Service Recipient
or any other member of the Company Group; (D) (i) the disclosure or misuse of confidential information (including, but limited
to, pursuant to the Proprietary Information and Inventions Agreement) or (ii) material violation of the written policies of the
Service Recipient, including, but not limited to, those relating to sexual harassment, or those set forth in the manuals or statements
of policy of the Service Recipient; (E) fraud or misappropriation, embezzlement or misuse of funds or property belonging to the
Service Recipient or any other member of the Company Group; or (F) act of personal dishonesty that involves personal profit
in connection with the Participant’s employment or service to the Service Recipient; provided, in any case, that
a Participant’s resignation after an event that would be grounds for a Termination for Cause will be treated as a Termination
for Cause hereunder.


 


(i)             “Change
in Control” means, unless the applicable Award Agreement states otherwise:


 


(i)                
the acquisition (whether by purchase, merger, consolidation, combination or other similar transaction) by any Person
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% (on a fully diluted
basis) of either (A) the Outstanding Common Stock; or (B) the Outstanding Company Voting Securities; provided, however,
that for purposes of the Plan, the following acquisitions shall not constitute a Change in Control: (I) any acquisition by the
Company or any Affiliate; (II) any acquisition by any employee benefit plan sponsored or maintained by the Company or any Affiliate;
or (III) in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of Persons including
the Participant (or any entity controlled by the Participant or any group of Persons including the Participant);


 


(ii)              
during any period of 24 months, individuals who, at the beginning of such period, constitute the Board (the “Incumbent
Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a
director subsequent to the Effective Date, whose election or nomination for election was approved by a vote of at least two-thirds
of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in
which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director;
provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual
or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with
respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any
person other than the Board shall be deemed to be an Incumbent Director;


 



     


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(iii)              the
consummation of a reorganization, recapitalization, merger, consolidation, or similar corporate transaction involving the Company
that requires the approval of the Company’s stockholders (a “Business Combination”), unless immediately
following such Business Combination: more than 50% of the total voting power of (A) the entity resulting from such Business Combination
(the “Surviving Company”), or (B) if applicable, the ultimate parent entity that directly or indirectly has
beneficial ownership of sufficient voting securities eligible to elect a majority of the board of directors (or the analogous
governing body) of the Surviving Company, is represented by the Outstanding Company Voting Securities that were outstanding immediately
prior to such Business Combination (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities
were converted pursuant to such Business Combination); or


 


(iv)             
the sale, transfer or other disposition of all or substantially all of the assets of the Company Group (taken as
a whole) to any Person that is not an Affiliate of the Company. For the avoidance of doubt, a registered public offering of the
Common Stock will not constitute a Change in Control.


 


(j)            
“Code” means the U.S. Internal Revenue Code of 1986, as amended, and any successor thereto. Reference
in the Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section,
and any amendments or successor provisions to such section, regulations or guidance.


 


(k)           
“Committee” means the Compensation Committee of the Board or any properly delegated subcommittee
thereof or, if no such Compensation Committee or subcommittee thereof exists, the Board.


 


(l)            
“Common Stock” means the common stock of the Company, par value $0.01 per share (and any stock
or other securities into which such Common Stock may be converted or into which it may be exchanged).


 


(m)          
“Company” means Certara, Inc., a Delaware corporation, and any successor thereto.


 


(n)          
“Company Group” means, collectively, the Company and its Subsidiaries.


 


(o)          
“Date of Grant” means the date on which the granting of an Award is authorized, or such other
date as may be specified in such authorization.


 


(p)          
“Designated Foreign Subsidiaries” means all members of the Company Group that are organized under
the laws of any jurisdiction other than the United States of America.


 


(q)           “Detrimental
Activity” means any of the following: (i) unauthorized disclosure or use of any confidential or proprietary
information of any member of the Company Group; (ii) any activity that would be grounds to terminate the Participant’s
employment or service with the Service Recipient for Cause; (iii) a breach by the Participant of any restrictive covenant by
which such Participant is bound, including, without limitation, any covenant not to compete or not to solicit, in any
agreement with any member of the Company Group; or (iv) fraud or conduct contributing to any financial restatements or
irregularities, in each case, as determined by the Committee in its sole discretion.


 






     


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(r)            “Disability” means, as to any Participant, unless the applicable Award Agreement states otherwise,
(i) “Disability,” as defined in any employment, severance, consulting or other similar agreement between the Participant
and the Service Recipient in effect at the time of such Termination; or (ii) in the absence of any such employment, severance,
consulting or other similar agreement (or the absence of any definition of “Disability” contained therein), a condition
entitling the Participant to receive benefits under a long-term disability plan of the Service Recipient or other member of the
Company Group in which such Participant is eligible to participate, or, in the absence of such a plan, the complete and permanent
inability of the Participant by reason of illness or accident to perform the duties of the position at which the Participant was
employed or served when such disability commenced. Any determination of whether Disability exists in the absence of a long-term
disability plan shall be made by the Company (or its designee) in its sole and absolute discretion.


 


(s)           
“Effective Date” means [•], 2020.


 


(t)           
“Eligible Person” means: any (i) individual employed by any member of the Company Group; provided,
however, that no such U.S. employee covered by a collective bargaining agreement shall be an Eligible Person unless and to
the extent that such eligibility is set forth in such collective bargaining agreement or in an agreement or instrument relating
thereto; (ii) director or officer of any member of the Company Group; or (iii) consultant or advisor to any member of the
Company Group who may be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act,
who, in the case of each of clauses (i) through (iii) above, has entered into an Award Agreement or who has received written notification
from the Committee or its designee that they have been selected to participate in the Plan.


 


(u)          
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto.
Reference in the Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations
or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules,
regulations or guidance.


 


(v)          
“Exercise Price” has the meaning given to such term in Section 7(b) of the Plan.


 


(w)          
“Fair Market Value” means, as of any date, the fair market value of a share of Common Stock, as
determined under Applicable Law or otherwise reasonably determined by the Company and consistently applied for purposes of the
Plan, which may include, without limitation, the closing sales price on the trading day immediately prior to or on such date, or
a trailing average of previous closing prices prior to such date.


 


(x)           
“GAAP” has the meaning given to such term in Section 7(d) of the Plan.


 


(y)           “Grant
Date Fair Market Value” means, as of a Date of Grant, (i) if the Common Stock is listed on a national securities
exchange, the closing sales price of the Common Stock reported on the primary exchange on which the Common Stock is listed
and traded on such date, or, if there are no such sales on that date, then on the last preceding date on which such sales
were reported; (ii) if the Common Stock is not listed on any national securities exchange but is quoted in an inter-dealer
quotation system on a last-sale basis, the average between the closing bid price and ask price reported on such date, or, if
there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the Common
Stock is not listed on a national securities exchange or quoted in an inter-dealer quotation system on a last-sale basis, the
amount determined by the Committee in good faith to be the fair market value of the Common Stock; provided, however,
as to any Awards granted on or with a Date of Grant of the date of the pricing of the Company’s initial public
offering, “Grant Date Fair Market Value” shall be equal to the per share price at which the Common Stock is
offered to the public in connection with such initial public offering.


 






     


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(z)           
“Immediate Family Members” has the meaning given to such term in Section 13(b)(ii) of the Plan.


 


(aa)         
“Incentive Stock Option” means an Option which is designated by the Committee as an incentive
stock option as described in Section 422 of the Code and otherwise meets the requirements set forth in the Plan.


 


(bb)        
“Indemnifiable Person” has the meaning given to such term in Section 4(e) of the Plan.


 


(cc)         
“Non-Employee Director” means a member of the Board who is not an employee of any member of the
Company Group.


 


(dd)          
“Nonqualified Stock Option” means an Option which is not designated by the Committee as an Incentive
Stock Option.


 


(ee)         
“Option” means an Award granted under Section 7 of the Plan.


 


(ff)          
“Option Period” has the meaning given to such term in Section 7(c)(ii) of the Plan.


 


(gg)        
“Other Equity-Based Award” means an Award that is not an Option, Cash-Based Incentive Award, Restricted
Stock or Restricted Stock Unit, that is granted under Section 9 of the Plan and is (i) payable by delivery of Common Stock and/or
(ii) measured by reference to the value of Common Stock.


 


(hh)        
“Outstanding Common Stock” means the then-outstanding shares of Common Stock, taking into account
as outstanding for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible
stock or debt, the exercise of any similar right to acquire such Common Stock, and the exercise or settlement of then-outstanding
Awards (or similar awards under any prior incentive plans maintained by the Company).


 


(ii)           
“Outstanding Company Voting Securities” means the combined voting power of the then-outstanding
voting securities of the Company entitled to vote generally in the election of directors.


 






     


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(jj)          
 “Participant” means an Eligible Person who has been selected by the Committee to participate
in the Plan and to receive an Award pursuant to the Plan.


 


(kk)         
“Performance Conditions” means specific levels of performance of the Company (and/or one or more
members of the Company Group, divisions or operational and/or business units, product lines, brands, business segments, administrative
departments, or any combination of the foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis on, without
limitation, the following measures: (i) net earnings, net income (before or after taxes), or consolidated net income; (ii) basic
or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue
growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including,
but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow
measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may be but
are not required to be measured on a per share basis; (viii) actual or adjusted earnings before or after interest, taxes, depreciation,
and/or amortization (including EBIT and EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price
(including, but not limited to, growth measures and total stockholder return); (xii) expense targets or cost reduction goals, general
and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv)
working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise
value; (xviii) sales; (xix) stockholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee
retention; (xxiii) objective measures of personal targets, goals, or completion of projects (including, but not limited to, succession
and hiring projects, completion of specific acquisitions, dispositions, reorganizations, or other corporate transactions or capital-raising
transactions, expansions of specific business operations, and meeting divisional or project budgets); (xxiv) comparisons of continuing
operations to other operations; (xxv) market share; (xxvi) cost of capital, debt leverage, year-end cash position or book value;
(xxvii) strategic objectives; (xxviii) gross or net authorizations; (xxix) backlog; or (xxx) any combination of the foregoing.
Any one or more of the aforementioned performance criteria may be stated as a percentage of another performance criteria, or used
on an absolute or relative basis to measure the performance of one or more members of the Company Group as a whole or any divisions
or operational and/or business units, product lines, brands, business segments, or administrative departments of the Company and/or
one or more members of the Company Group or any combination thereof, as the Committee may deem appropriate, or any of the above
performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special
index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.


 


(ll)           
“Permitted Transferee” has the meaning given to such term in Section 13(b)(ii) of the Plan.


 


(mm)       
“Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act).


 


(nn)        
“Plan” means this Certara, Inc. 2020 Incentive Plan, as it may be amended and/or restated from
time to time.


 



     


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(oo)       
 “Plan Share Reserve” has the meaning given to such term in Section 6(a) of the Plan.


 


(pp)        
“Qualifying Director” means a Person who is, with respect to actions intended to obtain an exemption
from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 under the Exchange Act, a “non-employee director” within
the meaning of Rule 16b-3 under the Exchange Act.


 


(qq)        
“Restricted Period” means the period of time determined by the Committee during which an Award
is subject to restrictions, including vesting conditions.


 


(rr)          
“Restricted Stock” means Common Stock, subject to certain specified restrictions (which may include,
without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified
period of time), granted under Section 8 of the Plan.


 


(ss)         
“Restricted Stock Unit” means an unfunded and unsecured promise to deliver shares of Common Stock,
cash, other securities or other property, subject to certain restrictions (which may include, without limitation, a requirement
that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under
Section 8 of the Plan.


 


(tt)          
“Securities Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference
in the Plan to any section of (or rule promulgated under) the Securities Act shall be deemed to include any rules, regulations
or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules,
regulations or guidance.


 


(uu)        
“Service Recipient” means, with respect to a Participant holding a given Award, the member of
the Company Group by which the original recipient of such Award is, or following a Termination was most recently, principally employed
or to which such original recipient provides, or following a Termination was most recently providing, services, as applicable.


 


(vv)        
“SAR Base Price” means, as to any Stock Appreciation Right, the price per share of Common Stock
designated as the base value above which appreciation in value is measured.


 


(ww)       
“Stock Appreciation Right” or “SAR” means an Other-Equity Based Award designated
in an applicable Award Agreement as a stock appreciation right.


 


(xx)         
“Sub-Plans” means any sub-plan to the Plan that has been adopted by the Board or the Committee
for the purpose of permitting or facilitating the offering of Awards to employees of certain Designated Foreign Subsidiaries or
otherwise outside the jurisdiction of the United States of America, with each such Sub-Plan designed to comply with Applicable
Law in such foreign jurisdictions. Although any Sub-Plan may be designated a separate and independent plan from the Plan in order
to comply with Applicable Law, the Plan Share Reserve and the other limits specified in Section 6(a) of the Plan shall apply in
the aggregate to the Plan and any Sub-Plan adopted hereunder.


 



     


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(yy)       
 “Subsidiary” means, with respect to any specified Person:


 


(i)                
any corporation, association or other business entity of which more than 50% of the total voting power of shares
of such entity’s voting securities (without regard to the occurrence of any contingency and after giving effect to any voting
agreement or stockholders’ agreement that effectively transfers voting power) is at the time owned or controlled, directly
or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and


 


(ii)              
any partnership (or any comparable foreign entity) (A) the sole general partner (or functional equivalent thereof)
or the managing general partner of which is such Person or Subsidiary of such Person or (B) the only general partners (or functional
equivalents thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


(zz)          
“Substitute Awards” has the meaning given to such term in Section 6(e) of the Plan.


 


(aaa)       
“Termination” means the termination of a Participant’s employment or service, as applicable,
with the Service Recipient for any reason (including death or Disability).


 


3.            
Effective Date; Duration. The Plan shall be effective as of the Effective Date.
The expiration date of the Plan, on and after which date no Awards may be granted hereunder, shall be the 10th anniversary
of the Effective Date; provided, however, that such expiration shall not affect Awards then outstanding, and the terms and
conditions of the Plan shall continue to apply to such Awards.


 


4.             
Administration. 


 


(a)           
General. The Committee shall administer the Plan. To the extent required to comply with the provisions of
Rule 16b-3 promulgated under the Exchange Act (if the Board is not acting as the Committee under the Plan) it is intended that
each member of the Committee shall, at the time such member takes any action with respect to an Award under the Plan that is intended
to qualify for the exemptions provided by Rule 16b-3 promulgated under the Exchange Act be a Qualifying Director. However, the
fact that a Committee member shall fail to qualify as a Qualifying Director shall not invalidate any Award granted by the Committee
that is otherwise validly granted under the Plan.


 


(b)           Committee
Authority. Subject to the provisions of the Plan and Applicable Law, the Committee shall have the sole and plenary
authority, in addition to other express powers and authorizations conferred on the Committee by the Plan, to (i) designate
Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of
shares of Common Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in
connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and
under what circumstances Awards may be settled in, or exercised for, cash, shares of Common Stock, other securities, other
Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled,
exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the
delivery of cash, shares of Common Stock, other securities, other Awards, or other property and other amounts payable with
respect to an Award shall be deferred either automatically or at the election of the Participant or of the Committee; (vii)
interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any
instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules
and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan;
(ix) adopt Sub-Plans; and (x) make any other determination and take any other action that the Committee deems necessary or
desirable for the administration of the Plan.


 






     


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(c)           
Delegation. Except to the extent prohibited by Applicable Law, the Committee may allocate all or any portion
of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and
powers to any Person or Persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time.
Without limiting the generality of the foregoing, the Committee may delegate to one or more officers of any member of the Company
Group, the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election which is the
responsibility of, or which is allocated to, the Committee herein, and which may be so delegated in accordance with Applicable
Law, except with respect to grants of Awards to Persons (i) who are Non-Employee Directors, or (ii) who are subject to Section
16 of the Exchange Act.


 


(d)          
Finality of Decisions. Unless otherwise expressly provided in the Plan, all designations, determinations,
interpretations, and other decisions under or with respect to the Plan, any Award or any Award Agreement shall be within the sole
discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all Persons, including, without
limitation, any member of the Company Group, any Participant, any holder or beneficiary of any Award, and any stockholder of the
Company.


 


(e)            Indemnification.
No member of the Board or the Committee or any employee or agent of any member of the Company Group (each such Person, an
 “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or any determination
made with respect to the Plan or any Award hereunder (unless constituting fraud or a willful criminal act or omission). Each
Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or
expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection
with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such
Indemnifiable Person may be involved by reason of any action taken or omitted to be taken or determination made with respect
to the Plan or any Award hereunder and against and from any and all amounts paid by such Indemnifiable Person with the
Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any
such action, suit or proceeding against such Indemnifiable Person, and the Company shall advance to such Indemnifiable Person
any such expenses promptly upon written request (which request shall include an undertaking by the Indemnifiable Person to
repay the amount of such advance if it shall ultimately be determined, as provided below, that the Indemnifiable Person is
not entitled to be indemnified); provided, that the Company shall have the right, at its own expense, to assume and
defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company
shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification
shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either
case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts, omissions or
determinations of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable
Person’s fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by
Applicable Law or by the organizational documents of any member of the Company Group. The foregoing right of indemnification
shall not be exclusive of or otherwise supersede any other rights of indemnification to which such Indemnifiable Persons may
be entitled under (i) the organizational documents of any member of the Company Group, (ii) pursuant to Applicable Law, (iii)
an individual indemnification agreement or contract or otherwise, or (iv) any other power that the Company may have to
indemnify such Indemnifiable Persons or hold such Indemnifiable Persons harmless.


 






     


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(f)           
Board Authority. Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole
discretion, at any time and from time to time, grant Awards and administer the Plan with respect to such Awards. Any such actions
by the Board shall be subject to the applicable rules of the securities exchange or inter-dealer quotation system on which the
Common Stock is listed or quoted. In any such case, the Board shall have all the authority granted to the Committee under the Plan.


 


5.            
Grants of Awards; Eligibility. The Committee may, from time to time, grant Awards
to one or more Eligible Persons. Participation in the Plan shall be limited to Eligible Persons.


 


6.            
Shares Subject to the Plan; Limitations.


 


(a)           
Share Reserve. Subject to Section 11 of the Plan, 20,000,000 shares of Common Stock (the “Plan Share
Reserve”) shall be available for Awards under the Plan. Each Award granted under the Plan will reduce the Plan Share
Reserve by the number of shares of Common Stock underlying the Award. Notwithstanding the foregoing, the Plan Share Reserve shall
be automatically increased on the first day of each fiscal year following the fiscal year in which the Effective Date falls by
a number of shares of Common Stock equal to the lesser of (i) the positive difference, if any, between (A) 4% of the Outstanding
Common Stock on the last day of the immediately preceding fiscal year, and (B) the Plan Share Reserve on the last day of the immediately
preceding fiscal year, and (ii) the number of shares of Common Stock as may be determined by the Board.


 


(b)            Additional
Limits. Subject to Section 11 of the Plan, (i) no more than the number of shares of Common Stock equal to the Plan Share
Reserve may be issued in the aggregate pursuant to the exercise of Incentive Stock Options granted under the Plan; and (ii)
during a single fiscal year, the number of Awards eligible to be made to a Non-Employee Director, taken together with any
cash fees paid to such Non-Employee Director during such fiscal year in respect of such Director’s service as a member
of the Board during such fiscal year, shall not exceed a total value of $1,000,000 (calculating the value of any such Awards
based on the grant date fair value of such Awards for financial reporting purposes); provided, that the Committee, or
a separate committee of Non-Employee Directors may make exceptions to this limit for a non- executive chair of the Board,
provided that the Non-Employee Director receiving such additional compensation does not participate in the decision to award
such compensation.


 






     


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(c)           
Share Counting. Other than with respect to Substitute Awards, to the extent that an Award expires or is canceled,
forfeited, or terminated without issuance to the Participant of the full number of shares of Common Stock to which the Award related,
the unissued shares underlying such Award will be returned to the Plan Share Reserve and again be available for grant under the
Plan. No Shares shall be deemed to have been issued in settlement of a SAR, Other Equity-Based Award or Restricted Stock Unit that
only provides for settlement in, and settles only in, cash, or in respect of any Cash-Based Incentive Award. Shares of Common Stock
withheld in payment of the Exercise Price or taxes relating to an Award and shares equal to the number of shares of Common Stock
surrendered in payment of any Exercise Price, SAR Base Price, or taxes relating to an Award shall constitute shares of Common Stock
issued to the Participant and shall reduce the Plan Share Reserve.


 


(d)          
Source of Shares. Shares of Common Stock issued by the Company in settlement of Awards may be authorized and
unissued shares, shares of Common Stock held in the treasury of the Company, shares of Common Stock purchased on the open market
or by private purchase or a combination of the foregoing.


 


(e)           
Substitute Awards. Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption
of, or in substitution for, outstanding awards previously granted by an entity directly or indirectly acquired by the Company or
with which the Company combines (“Substitute Awards”). Substitute Awards shall not be counted against the Plan
Share Reserve; provided, that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding
options intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code shall be counted
against the aggregate number of shares of Common Stock available for Awards of Incentive Stock Options under the Plan. Subject
to applicable stock exchange requirements, available shares under a stockholder-approved plan of an entity directly or indirectly
acquired by the Company or with which the Company combines (as appropriately adjusted to reflect the acquisition or combination
transaction) may be used for Awards under the Plan and shall not reduce the number of shares of Common Stock available for issuance
under the Plan.


 


7.            
Options.


 


(a)            General.
Each Option granted under the Plan shall be evidenced by an Award Agreement, which agreement need not be the same for each
Participant. Each Option so granted shall be subject to the conditions set forth in this Section 7, and to such other
conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. All Options granted under
the Plan shall be Nonqualified Stock Options unless the applicable Award Agreement expressly states that the Option is
intended to be an Incentive Stock Option. Incentive Stock Options shall be granted only to Eligible Persons who are employees
of a member of the Company Group, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to
receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has
been approved by the stockholders of the Company in a manner intended to comply with the stockholder approval requirements of
Section 422(b)(1) of the Code; provided, that any Option intended to be an Incentive Stock Option shall not fail to be
effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified
Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions
of such grant shall be subject to, and comply with, such rules as may be prescribed by Section 422 of the Code. If for any
reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock
Option, then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified
Stock Option appropriately granted under the Plan.


 






     


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(b)           
Exercise Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the exercise
price (“Exercise Price”) per share of Common Stock for each Option shall not be less than 100% of the Grant
Date Fair Market Value of such share; provided, however, that in the case of an Incentive Stock Option granted to an employee
who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock
of any member of the Company Group, the Exercise Price per share shall be no less than 110% of the Grant Date Fair Market Value
per share.


 


(c)           
Vesting and Expiration; Termination.


 


(i)               
Options shall vest and become exercisable in such manner and on such date or dates or upon such event or events as
determined by the Committee, including, without limitation, satisfaction of Performance Conditions; provided, however, that
notwithstanding any such vesting dates or events, the Committee may in its sole discretion accelerate the vesting of any Options
at any time and for any reason.


 


(ii)              
Options shall expire upon a date determined by the Committee, not to exceed 10 years from the Date of Grant (the
 “Option Period”); provided, that if the Option Period (other than in the case of an Incentive Stock Option)
would expire on a date when trading in the shares of Common Stock is prohibited by the Company’s insider trading policy (or
Company-imposed “blackout period”) and the Fair Market Value of the Common Stock exceeds the per-share Exercise Price
of the Options on the date of expiration, then the Option Period shall be automatically extended until the 30th day
following the expiration of such prohibition. Notwithstanding the foregoing, in no event shall the Option Period exceed five years
from the Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns stock representing
more than 10% of the voting power of all classes of stock of any member of the Company Group.


 


(iii)              Unless
otherwise provided by the Committee, whether in an Award Agreement or otherwise, in the event of: (A) a Participant’s
Termination by the Service Recipient for Cause, all outstanding Options granted to such Participant shall immediately
terminate and expire; (B) a Participant’s Termination due to death or Disability, each outstanding unvested Option
granted to such Participant shall immediately terminate and expire, and each outstanding vested Option shall remain
exercisable for one year thereafter (but in no event beyond the expiration of the Option Period); and (C) a
Participant’s Termination for any other reason, each outstanding unvested Option granted to such Participant shall
immediately terminate and expire, and each outstanding vested Option shall remain exercisable for 90 days thereafter (but in
no event beyond the expiration of the Option Period).


 






     


    13


    

 


(d)           
Method of Exercise and Form of Payment. No shares of Common Stock shall be issued pursuant to any exercise
of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the
Company an amount equal to any Federal, state, local and non-U.S. income, employment and any other applicable taxes that are statutorily
required to be withheld as determined in accordance with Section 13(d) hereof. Options which have become exercisable may be exercised
by delivery of written or electronic notice of exercise to the Company (or telephonic instructions to the extent provided by the
Committee) in accordance with the terms of the Option accompanied by payment of the Exercise Price. The Exercise Price shall be
payable: (i) in cash, check, cash equivalent and/or shares of Common Stock valued at the Fair Market Value at the time the Option
is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient
number of shares of Common Stock in lieu of actual issuance of such shares to the Company); provided, that such shares of
Common Stock are not subject to any pledge or other security interest and have been held by the Participant for at least six months
(or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying
generally accepted accounting principles (“GAAP”)); or (ii) by such other method as the Committee may permit,
in its sole discretion, including, without limitation (A) in other property having a fair market value on the date of exercise
equal to the Exercise Price; (B) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted
 “cashless exercise” pursuant to which the Company is delivered (including telephonically to the extent permitted by
the Committee) a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise issuable upon the
exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price; or (C) a “net exercise”
procedure effected by withholding the minimum number of shares of Common Stock otherwise issuable in respect of an Option that
are needed to pay the Exercise Price and any Federal, state, local and non-U.S. income, employment and any other applicable taxes
that are statutorily required to be withheld as determined in accordance with Section 13(d) hereof. Unless otherwise determined
by the Committee, any fractional shares of Common Stock shall be settled in cash.


 


(e)           
Notification upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive
Stock Option under the Plan shall notify the Company in writing immediately after the date the Participant makes a disqualifying
disposition of any shares of Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition
is any disposition (including, without limitation, any sale) of such shares of Common Stock before the later of (i) the date that
is two years after the Date of Grant of the Incentive Stock Option or (ii) the date that is one year after the date of exercise
of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by
the Committee, retain possession, as agent for the applicable Participant, of any shares of Common Stock acquired pursuant to the
exercise of an Incentive Stock Option until the end of the period described in the preceding sentence, subject to complying with
any instructions from such Participant as to the sale of such shares of Common Stock.


 



     


    14


    

 


(f)            Compliance With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to
exercise an Option in a manner which the Committee determines would violate the Sarbanes-Oxley Act of 2002, as it may be amended
from time to time, or any other Applicable Law.


 


8.             Restricted
Stock and Restricted Stock Units.


 


(a)            General.
Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement. Each Restricted Stock and
Restricted Stock Unit so granted shall be subject to the conditions set forth in this Section 8, and to such other conditions
not inconsistent with the Plan as may be reflected in the applicable Award Agreement.


 


(b)           Stock
Certificates and Book-Entry; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, the Committee shall cause
a stock certificate registered in the name of the Participant to be issued or shall cause share(s) of Common Stock to be registered
in the name of the Participant and held in book-entry form subject to the Company’s directions and, if the Committee determines
that the Restricted Stock shall be held by the Company or in escrow rather than issued to the Participant pending the release
of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i)
an escrow agreement satisfactory to the Committee, if applicable and (ii) the appropriate stock power (endorsed in blank) with
respect to the Restricted Stock covered by such agreement. Subject to the restrictions set forth in this Section 8, Section 13(b)
of the Plan and the applicable Award Agreement, a Participant generally shall have the rights and privileges of a stockholder
as to shares of Restricted Stock, including, without limitation, the right to vote such Restricted Stock. To the extent shares
of Restricted Stock are forfeited, any stock certificates issued to the Participant evidencing such shares shall be returned to
the Company, and all rights of the Participant to such shares and as a stockholder with respect thereto shall terminate without
further obligation on the part of the Company. A Participant shall have no rights or privileges as a stockholder as to Restricted
Stock Units.


 


(c)            Vesting;
Termination.


 


(i)               
Restricted Stock and Restricted Stock Units shall vest, and any applicable Restricted Period shall lapse, in such
manner and on such date or dates or upon such event or events as determined by the Committee, including, without limitation, satisfaction
of Performance Conditions; provided, however, that, notwithstanding any such dates or events, the Committee may, in its
sole discretion, accelerate the vesting of any Restricted Stock or Restricted Stock Unit or the lapsing of any applicable Restricted
Period at any time and for any reason.


 


(ii)              
Unless otherwise provided by the Committee, whether in an Award Agreement or otherwise,
in the event of a Participant’s Termination for any reason prior to the time that such Participant’s Restricted Stock
or Restricted Stock Units, as applicable, have vested, (A) all vesting with respect to such Participant’s Restricted Stock
or Restricted Stock Units, as applicable, shall cease and (B) unvested shares of Restricted Stock and unvested Restricted Stock
Units, as applicable, shall be forfeited to the Company by the Participant for no consideration as of the date of such Termination.


 



     


    15


    

 


(d)          
 Issuance of Restricted Stock and Settlement of Restricted Stock Units.


 


(i)               
Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set
forth in the applicable Award Agreement shall be of no further force or effect with respect to such shares, except as set forth
in the applicable Award Agreement. If an escrow arrangement is used, upon such expiration, the Company shall issue to the Participant,
or the Participant’s beneficiary, without charge, the stock certificate (or, if applicable, a notice evidencing a book-entry
notation) evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted
Period has expired (rounded down to the nearest full share).


 


(ii)              
Unless otherwise provided by the Committee in an Award Agreement or otherwise, upon the expiration of the Restricted
Period with respect to any outstanding Restricted Stock Units, the Company shall issue to the Participant or the Participant’s
beneficiary, without charge, one share of Common Stock (or other securities or other property, as applicable) for each such outstanding
Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect to (A) pay cash or part
cash and part shares of Common Stock in lieu of issuing only shares of Common Stock in respect of such Restricted Stock Units;
or (B) defer the issuance of shares of Common Stock (or cash or part cash and part shares of Common Stock, as the case may be)
beyond the expiration of the Restricted Period if such extension would not cause adverse tax consequences under Section 409A of
the Code. If a cash payment is made in lieu of issuing shares of Common Stock in respect of such Restricted Stock Units, the amount
of such payment shall be equal to the Fair Market Value per share of the Common Stock as of the date on which the Restricted Period
lapsed with respect to such Restricted Stock Units.


 


(e)           
Legends on Restricted Stock. Each certificate, if any, or book entry representing Restricted Stock awarded
under the Plan, if any, shall bear a legend or book entry notation substantially in the form of the following, in addition to any
other information the Company deems appropriate, until the lapse of all restrictions with respect to such shares of Common Stock:


 


TRANSFER
OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE Certara, Inc. 2020 INCENTIVE PLAN
AND A RESTRICTED STOCK AWARD AGREEMENT BETWEEN Certara, Inc. AND THE PARTICIPANT. A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON
FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF Certara, Inc.


 



     


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9.            
Other Equity-Based Awards. The Committee may grant Other Equity-Based Awards under
the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts and dependent on such conditions as the Committee
shall from time to time in its sole discretion determine, including, without limitation, satisfaction of Performance Conditions.
Each Other Equity-Based Award granted under the Plan shall be evidenced by an Award Agreement
and shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.


 


10.           Cash-Based
Incentive Awards. The Committee may grant Cash-Based Incentive Awards under the Plan to any
Eligible Person, in such amounts and dependent on such conditions as the Committee shall from time to time in its sole discretion
determine, including, without limitation, satisfaction of Performance Conditions. Each Cash-Based Incentive Award granted under
the Plan shall be evidenced in such form as the Committee may determine from time to time.


 


11.           Changes
in Capital Structure and Similar Events. Notwithstanding any other provision in the Plan to
the contrary, the following provisions shall apply to all Awards granted hereunder (other than Cash-Based Incentive Awards):


 


(a)            General. In the event of (i) any dividend (other than regular cash dividends) or other distribution (whether
in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of Common
Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities
of the Company, or other similar corporate transaction or event that affects the shares of Common Stock (including a Change in
Control); or (ii) unusual or nonrecurring events affecting the Company, including changes in applicable rules, rulings, regulations
or other requirements, that the Committee determines, in its sole discretion, could result in substantial dilution or enlargement
of the rights intended to be granted to, or available for, Participants (any event in (i) or (ii), an “Adjustment Event”),
the Committee shall, in respect of any such Adjustment Event, make such proportionate substitution or adjustment, if any, as it
deems equitable, to any or all of (A) the Plan Share Reserve, or any other limit applicable under the Plan with respect to the
number of Awards which may be granted hereunder; (B) the number of shares of Common Stock or other securities of the Company (or
number and kind of other securities or other property) which may be issued in respect of Awards or with respect to which Awards
may be granted under the Plan or any Sub-Plan; and (C) the terms of any outstanding Award, including, without limitation, (I) the
number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property)
subject to outstanding Awards or to which outstanding Awards relate; (II) the Exercise Price or SAR Base Price with respect to
any Option or SAR, as applicable, or any amount payable as a condition of issuance of shares of Common Stock (in the case of any
other Award); or (III) any applicable performance measures; provided, that in the case of any “equity restructuring”
(within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement
thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring.


 






     


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(b)           Change
in Control. Without limiting the foregoing, in connection with any Adjustment Event that is a Change in Control, the Committee
may, in its sole discretion, provide for any one or more of the following:


 


(i)              
 substitution or assumption of, acceleration of the vesting of, exercisability of, or lapse of restrictions on, any
one or more outstanding Awards; and


 


(ii)              
cancellation of any one or more outstanding Awards and payment to the holders of such Awards that are vested as of
such cancellation (including, without limitation, any Awards that would vest as a result of the occurrence of such event but for
such cancellation or for which vesting is accelerated by the Committee in connection with such event pursuant to clause (i) above),
the value of such Awards, if any, as determined by the Committee (which value, if applicable, may be based upon the price per share
of Common Stock received or to be received by other stockholders of the Company in such event), including, without limitation,
in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market Value
(as of a date specified by the Committee) of the shares of Common Stock subject to such Option or SAR over the aggregate Exercise
Price or SAR Base Price of such Option or SAR (it being understood that, in such event, any Option or SAR having a per share Exercise
Price or SAR Base Price equal to, or in excess of, the Fair Market Value of a share of Common Stock subject thereto may be canceled
and terminated without any payment or consideration therefor).


 


For purposes
of clause (i) above, an award will be considered granted in substitution of an Award if it has an equivalent value (as determined
consistent with clause (ii) above) with the original Award, whether designated in securities of the acquiror in such Change in
Control transaction (or an Affiliate thereof), or in cash or other property (including in the same consideration that other stockholders
of the Company receive in connection with such Change in Control transaction), and retains the vesting schedule applicable to the
original Award.


 


Payments
to holders pursuant to clause (ii) above shall be made in cash or, in the sole discretion of the Committee, in the form of such
other consideration necessary for a Participant to receive property, cash, or securities (or combination thereof) as such Participant
would have been entitled to receive upon the occurrence of the transaction if the Participant had been, immediately prior to such
transaction, the holder of the number of shares of Common Stock covered by the Award at such time (less any applicable Exercise
Price or SAR Base Price).


 


(c)           
Other Requirements. Prior to any payment or adjustment contemplated under this Section 11, the Committee may
require a Participant to (i) represent and warrant as to the unencumbered title to the Participant’s Awards; (ii) bear such
Participant’s pro rata share of any post-closing indemnity obligations, and be subject to the same post-closing purchase
price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of Common Stock, subject
to any limitations or reductions as may be necessary to comply with Section 409A of the Code; and (iii) deliver customary transfer
documentation as reasonably determined by the Committee.


 


(d)          
Fractional Shares. Any adjustment provided under this Section 11 may provide for the elimination of any fractional
share that might otherwise become subject to an Award.


 






     


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(e)           
Binding Effect. Any adjustment, substitution, determination of value or other action taken by the Committee
under this Section 11 shall be conclusive and binding for all purposes.


 


12.          
Amendments and Termination.


 


(a)           
Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the
Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuance or termination
shall be made without stockholder approval if (i) such approval is required under Applicable Law; (ii) it would materially
increase the number of securities which may be issued under the Plan (except for increases pursuant to Section 6 or 11 of the Plan);
or (iii) it would materially modify the requirements for participation in the Plan; provided, further, that any such amendment,
alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant
or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the
affected Participant, holder or beneficiary. Notwithstanding the foregoing, no amendment shall be made to Section 12(c) of the
Plan without stockholder approval.


 


(b)          
Amendment of Award Agreements. The Committee may, to the extent consistent with the terms of the Plan and
any applicable Award Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel
or terminate, any Award theretofore granted or the associated Award Agreement, prospectively or retroactively (including after
a Participant’s Termination); provided, that, other than pursuant to Section 11, any such waiver, amendment, alteration,
suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant
with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant.


 


(c)           
No Repricing. Notwithstanding anything in the Plan to the contrary, without stockholder approval, except as
otherwise permitted under Section 11 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option
or the SAR Base Price of any SAR; (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option
or SAR (with a lower Exercise Price or SAR Base Price, as the case may be) or other Award or cash payment that is greater than
the intrinsic value (if any) of the cancelled Option or SAR; and (iii) the Committee may not take any other action which is considered
a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system
on which the securities of the Company are listed or quoted.


 


13.          
General. 


 


(a)            Award
Agreements. Each Award (other than a Cash-Based Incentive Award) under the Plan shall be evidenced by an Award Agreement,
which shall be delivered to the Participant to whom such Award was granted and shall specify the terms and conditions of the
Award and any rules applicable thereto, including, without limitation, the effect on such Award of the death, Disability or
Termination of a Participant, or of such other events as may be determined by the Committee. For purposes of the Plan, an
Award Agreement may be in any such form (written or electronic) as determined by the Committee (including, without
limitation, a Board or Committee resolution, an employment agreement, a notice, a certificate or a letter) evidencing the
Award. The Committee need not require an Award Agreement to be signed by the Participant or a duly authorized representative
of the Company.


 






     


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(b)          
Nontransferability.


 


(i)               
Each Award shall be exercisable only by such Participant to whom such Award was granted during the Participant’s
lifetime, or, if permissible under Applicable Law, by the Participant’s legal guardian or representative. No Award may be
assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant (unless such transfer is specifically
required pursuant to a domestic relations order or by Applicable Law) other than by will or by the laws of descent and distribution
and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable
against any member of the Company Group; provided, that the designation of a beneficiary shall not constitute an assignment,
alienation, pledge, attachment, sale, transfer or encumbrance.


 


(ii)              
Notwithstanding the foregoing, the Committee may (after giving due consideration to any applicable non-U.S. laws),
in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant, without consideration,
subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve the purposes of the
Plan, to (A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form
S-8 under the Securities Act or any successor form of registration statement promulgated by the Securities and Exchange Commission
(collectively, the “Immediate Family Members”); (B) a trust solely for the benefit of the Participant and the
Participant’s Immediate Family Members; (C) a partnership or limited liability company whose only partners or stockholders
are the Participant and the Participant’s Immediate Family Members; or (D) a beneficiary to whom donations are eligible to
be treated as “charitable contributions” for federal income tax purposes (each transferee described in clauses (A),
(B), (C) and (D) above is hereinafter referred to as a “Permitted Transferee”); provided, that the Participant
gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies
the Participant in writing that such a transfer would comply with the requirements of the Plan.


 


(iii)              The
terms of any Award transferred in accordance with clause (ii) above shall apply to the Permitted Transferee and any reference
in the Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee,
except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent
and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in
effect a registration statement on an appropriate form covering the shares of Common Stock to be acquired pursuant to the
exercise of such Option if the Committee determines, consistent with any applicable Award Agreement, that such a registration
statement is necessary or appropriate; (C) neither the Committee nor the Company shall be required to provide any notice to a
Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant
under the Plan or otherwise; and (D) the consequences of a Participant’s Termination under the terms of the Plan and
the applicable Award Agreement shall continue to be applied with respect to the Participant, including, without limitation,
that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the
Plan and the applicable Award Agreement.


 






     


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(c)           
Dividends and Dividend Equivalents.


 


(i)                The
Committee may, in its sole discretion, provide a Participant as part of an Award with dividends, dividend equivalents, or similar
payments in respect of Awards, payable in cash, shares of Common Stock, other securities, other Awards or other property, on a
current or deferred basis, on such terms and conditions as may be determined by the Committee in its sole discretion, including,
without limitation, payment directly to the Participant, withholding of such amounts by the Company subject to vesting of the
Award or reinvestment in additional shares of Common Stock, Restricted Stock or other Awards.


 


(ii)              
Without limiting the foregoing, unless otherwise provided in the Award Agreement, any dividend otherwise payable
in respect of any share of Restricted Stock that remains subject to vesting conditions at the time of payment of such dividend
shall be retained by the Company and remain subject to the same vesting conditions as the share of Restricted Stock to which the
dividend relates and shall be delivered (without interest) to the Participant within 15 days following the date on which such restrictions
on such Restricted Stock lapse (and the right to any such accumulated dividends shall be forfeited upon the forfeiture of the Restricted
Stock to which such dividends relate).


 


(iii)             
To the extent provided in an Award Agreement, the holder of outstanding Restricted Stock Units shall be entitled
to be credited with dividend equivalent payments (upon the payment by the Company of dividends on shares of Common Stock) either
in cash or, in the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of
such dividends (and interest may, in the sole discretion of the Committee, be credited on the amount of cash dividend equivalents
at a rate and subject to such terms as determined by the Committee), which accumulated dividend equivalents (and interest thereon,
if applicable) shall be payable at the same time as the underlying Restricted Stock Units are settled following the date on which
the Restricted Period lapses with respect to such Restricted Stock Units, and if such Restricted Stock Units are forfeited, the
Participant shall have no right to such dividend equivalent payments (or interest thereon, if applicable).


 


(d)          
Tax Withholding.


 


(i)                 A
Participant shall be required to pay to the Company or one or more of its Subsidiaries, as applicable, an amount in cash (by
check or wire transfer) equal to the aggregate amount of any income, employment and/or other applicable taxes that are
statutorily required to be withheld in respect of an Award. Alternatively, the Company or any of its Subsidiaries may elect,
in its sole discretion, to satisfy this requirement by withholding such amount from any cash compensation or other cash
amounts owing to a Participant.


 






     


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(ii)              
Without limiting the foregoing, the Committee may (but is not obligated to), in its sole discretion, permit or require
a Participant to satisfy, all or any portion of the minimum income, employment and/or other applicable taxes that are statutorily
required to be withheld with respect to an Award by (A) the delivery of shares of Common Stock (which are not subject to any pledge
or other security interest) that have been both held by the Participant and vested for at least six months (or such other period
as established from time to time by the Committee in order to avoid adverse accounting treatment under applicable accounting standards)
having an aggregate Fair Market Value equal to such minimum statutorily required withholding liability (or portion thereof); or
(B) having the Company withhold from the shares of Common Stock otherwise issuable or deliverable to, or that would otherwise be
retained by, the Participant upon the grant, exercise, vesting or settlement of the Award, as applicable, a number of shares of
Common Stock with an aggregate Fair Market Value equal to an amount, subject to clause (iii) below, not in excess of such minimum
statutorily required withholding liability (or portion thereof).


 


(iii)            
 The Committee, subject to its having considered the applicable accounting impact of any such determination, has
full discretion to allow Participants to satisfy, in whole or in part, any additional income, employment and/or other applicable
taxes payable by them with respect to an Award by electing to have the Company withhold from the shares of Common Stock otherwise
issuable or deliverable to, or that would otherwise be retained by, a Participant upon the grant, exercise, vesting or settlement
of the Award, as applicable, shares of Common Stock having an aggregate Fair Market Value that is greater than the applicable minimum
required statutory withholding liability (but such withholding may in no event be in excess of the maximum statutory withholding
amount(s) in a Participant’s relevant tax jurisdictions).


 


(e)            No
Claim to Awards; No Rights to Continued Employment; Waiver. No employee of any member of the Company Group, or other
Person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an
Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or
holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and
interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among
Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall
be construed as giving any Participant any right to be retained in the employ or service of the Service Recipient or any
other member of the Company Group, nor shall it be construed as giving any Participant any rights to continued service on the
Board. The Service Recipient or any other member of the Company Group may at any time dismiss a Participant from employment
or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly
provided in the Plan or any Award Agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to
have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to
non-continuation of the Award beyond the period provided under the Plan or any Award Agreement, except to the extent of any
provision to the contrary in any written employment contract or other agreement between the Service Recipient and/or any
member of the Company Group and the Participant, whether any such agreement is executed before, on or after the Date of
Grant.


 






     


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(f)           
International Participants. With respect to Participants who reside or work outside of the United States of
America, the Committee may, in its sole discretion, amend the terms of the Plan and create or amend Sub-Plans or amend outstanding
Awards with respect to such Participants in order to permit or facilitate participation in the Plan by such Participants, conform
such terms with the requirements of Applicable Law or to obtain more favorable tax or other treatment for a Participant or any
member of the Company Group.


 


(g)           
Designation and Change of Beneficiary. To the extent allowed under Applicable Law and permitted by the Company,
each Participant may file with the Committee a written designation of one or more Persons as the beneficiary(ies) who shall be
entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon the Participant’s death.
However, the Company may prohibit designation of a beneficiary at any time and for any reason, including due to any conclusion
by the Company that such designation would be inconsistent with the provisions of Applicable Law. A Participant may, from time
to time, revoke or change the Participant’s beneficiary designation without the consent of any prior beneficiary by filing
a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however,
that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s
death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant
or in the event the Company determines that any such designation does not comply with Applicable Law, the beneficiary shall be
deemed to be the Participant’s estate.


 


(h)          
Termination. Except as otherwise provided in an Award Agreement, unless determined otherwise by the Committee
at any point following such event: (i) neither a temporary absence from employment or service due to illness, vacation or leave
of absence (including, without limitation, a call to active duty for military service through a Reserve or National Guard unit)
nor a transfer from employment or service with one Service Recipient to employment or service with another Service Recipient (or
vice-versa) shall be considered a Termination; and (ii) if a Participant undergoes a Termination, but such Participant continues
to provide services to the Company Group in a non-employee capacity, such change in status shall not be considered a Termination
for purposes of the Plan. Further, unless otherwise determined by the Committee, in the event that any Service Recipient ceases
to be a member of the Company Group (by reason of sale, divestiture, spin-off or other similar transaction), unless a Participant’s
employment or service is transferred to another entity that would constitute a Service Recipient immediately following such transaction,
such Participant shall be deemed to have suffered a Termination hereunder as of the date of the consummation of such transaction.


 


(i)            
No Rights as a Stockholder. Except as otherwise specifically provided in the Plan or any Award Agreement,
no Person shall be entitled to the privileges of ownership in respect of shares of Common Stock which are subject to Awards hereunder
until such shares have been issued or delivered to such Person.


 






     


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(j)           
  Government and Other Regulations.


 


(i)                The
obligation of the Company to settle Awards in shares of Common Stock or other consideration shall be subject to all Applicable
Law. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to
sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Common Stock pursuant to an Award unless
such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission
or unless the Company has received an opinion of counsel (if the Company has requested such an opinion), satisfactory to the Company,
that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and
conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under
the Securities Act any of the shares of Common Stock to be offered or sold under the Plan. The Committee shall have the authority
to provide that all shares of Common Stock or other securities of any member of the Company Group issued under the Plan shall
be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable
Award Agreement and Applicable Law, and, without limiting the generality of Section 8 of the Plan, the Committee may cause a legend
or legends to be put on certificates representing shares of Common Stock or other securities of any member of the Company Group
issued under the Plan to make appropriate reference to such restrictions or may cause such Common Stock or other securities of
any member of the Company Group issued under the Plan in book-entry form to be held subject to the Company’s instructions
or subject to appropriate stop-transfer orders. Notwithstanding any provision in the Plan to the contrary, the Committee reserves
the right to add, at any time, any additional terms or provisions to any Award granted under the Plan that the Committee, in its
sole discretion, deems necessary or advisable in order that such Award complies with the legal requirements of any governmental
entity to whose jurisdiction the Award is subject.


 


(ii)               The
Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual
restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of shares of
Common Stock from the public markets, the Company’s issuance of Common Stock to the Participant, the
Participant’s acquisition of Common Stock from the Company and/or the Participant’s sale of Common Stock to the
public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award
in accordance with the foregoing, the Company shall, subject to any limitations or reductions as may be necessary to comply
with Section 409A of the Code, (A) in the case of Options, SARs or other Awards subject to exercise, pay to the Participant
an amount equal to the excess of (I) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or
portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested
or issued, as applicable); over (II) the aggregate Exercise Price or SAR Base Price (in the case of an Option or SAR,
respectively) or any amount payable as a condition of issuance of shares of Common Stock (in the case of any other Award
subject to exercise), or (B) in the case of Restricted Stock, Restricted Stock Units or Other Equity-Based Awards, provide
the Participant with a cash payment or equity subject to deferred vesting and delivery consistent with the vesting
restrictions applicable to such Restricted Stock, Restricted Stock Units or Other Equity-Based Awards, or the underlying
shares in respect thereof. Any applicable amounts shall be delivered to the Participant as soon as practicable following the
cancellation of such Award or portion thereof.


 






     


    24


    

 


(k)           
No Section 83(b) Elections Without Consent of Company. No election under Section 83(b) of the Code or under
a similar provision of law may be made unless expressly permitted by the terms of the applicable Award Agreement or by action of
the Committee in writing prior to the making of such election. If a Participant, in connection with the acquisition of shares of
Common Stock under the Plan or otherwise, is expressly permitted to make such election and the Participant makes the election,
the Participant shall notify the Company of such election within 10 days after filing notice of the election with the Internal
Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to Section 83(b)
of the Code or other applicable provision.


 


(l)            
Payments to Persons Other Than Participants. If the Committee shall find that any Person to whom any amount
is payable under the Plan is unable to care for the Participant’s affairs because of illness or accident, or is a minor,
or has died, then any payment due to such Person or the Participant’s estate (unless a prior claim therefor has been made
by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to the Participant’s spouse,
child, relative, an institution maintaining or having custody of such Person, or any other Person deemed by the Committee to be
a proper recipient on behalf of such Person otherwise entitled to payment. Any such payment shall be a complete discharge of the
liability of the Committee and the Company therefor.


 


(m)          
Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor the submission of the Plan to
the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt
such other incentive arrangements as it may deem desirable, including, without limitation, the granting of equity-based awards
otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.


 


(n)           
No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between any member of the Company Group, on the one hand, and a Participant
or other Person, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying
any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made
or otherwise to segregate any assets, nor shall the Company be obligated to maintain separate bank accounts, books, records or
other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall
have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become
entitled to payment of additional compensation by performance of services, they shall have the same rights as other service providers
under general law.


 






     


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(o)           Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in
acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance
upon any report made by the independent public accountant of any member of the Company Group and/or any other information furnished
in connection with the Plan by any agent of the Company or the Committee or the Board, other than himself or herself.


 


(p)          
Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits
under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically
provided in such other plan or as required by Applicable Law.


 


(q)          
Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State
of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict
of laws provisions thereof. EACH PARTICIPANT WHO ACCEPTS AN AWARD IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT,
ACTION, OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTICIPANT IN RESPECT OF THE PARTICIPANT’S RIGHTS OR OBLIGATIONS
HEREUNDER.


 


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


 


(s)           
Obligations Binding on Successors. The obligations of the Company under the Plan shall be binding upon any
successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon
any successor corporation or organization succeeding to substantially all of the assets and business of the Company.


 


(t)           
Section 409A of the Code.


 


(i)                 Notwithstanding
any provision of the Plan to the contrary, it is intended that the provisions of the Plan comply with Section 409A of the
Code, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for
avoiding taxes or penalties under Section 409A of the Code. Each Participant is solely responsible and liable for the
satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with the Plan
(including any taxes and penalties under Section 409A of the Code), and neither the Service Recipient nor any other member of
the Company Group shall have any obligation to indemnify or otherwise hold such Participant (or any beneficiary) harmless
from any or all of such taxes or penalties. With respect to any Award that is considered “deferred compensation”
subject to Section 409A of the Code, references in the Plan to “termination of employment” (and substantially
similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For
purposes of Section 409A of the Code, each of the payments that may be made in respect of any Award granted under the Plan is
designated as separate payments.


 






     


    26


    

 


(ii)              
Notwithstanding anything in the Plan to the contrary, if a Participant is a “specified employee” within
the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments in respect of any Awards that are “deferred compensation”
subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service”
(as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date
of such Participant’s “separation from service” or, if earlier, the date of the Participant’s death. Following
any applicable six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under
Section 409A of the Code that is also a business day.


 


(iii)             
Unless otherwise provided by the Committee in an Award Agreement or otherwise, in the event that the timing of payments
in respect of any Award (that would otherwise be considered “deferred compensation” subject to Section 409A of the
Code) would be accelerated upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event
giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation,
or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code; or (B)
a Disability, no such acceleration shall be permitted unless the Disability also satisfies the definition of “Disability”
pursuant to Section 409A of the Code.


 


(u)           Clawback/Repayment. All Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the
extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by the Board or the Committee and
as in effect from time to time; and (ii) Applicable Law. Further, unless otherwise determined by the Committee, to the extent that
the Participant receives any amount in excess of the amount that the Participant should otherwise have received under the terms
of the Award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other
administrative error), the Participant shall be required to repay any such excess amount to the Company.


 


(v)           Detrimental
Activity. Notwithstanding anything to the contrary contained herein, if a Participant has engaged in any Detrimental Activity,
as determined by the Committee, the Committee may, in its sole discretion, provide for one or more of the following:


 


(i)                
cancellation of any or all of such Participant’s outstanding Awards; or


 


(ii)               
forfeiture by the Participant of any gain realized in respect of Awards, and repayment of any such gain promptly
to the Company.


 






     


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(w)           Right
of Offset. The Company will have the right to offset against its obligation to deliver shares of Common Stock (or other
property or cash) under the Plan or any Award Agreement any outstanding amounts (including, without limitation, travel and
entertainment or advance account balances, loans, repayment obligations under any Awards, or amounts repayable to the Company
pursuant to tax equalization, housing, automobile or other employee programs) that the Participant then owes to any member of
the Company Group and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or
agreement. Notwithstanding the foregoing, if an Award is “deferred compensation” subject to Section 409A of the
Code, the Committee will have no right to offset against its obligation to deliver shares of Common Stock (or other property
or cash) under the Plan or any Award Agreement if such offset could subject the Participant to the additional tax imposed
under Section 409A of the Code in respect of an outstanding Award.


 


(x)            
Expenses; Titles and Headings. The expenses of administering the Plan shall be borne by the Company Group.
The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the
text of the Plan, rather than such titles or headings, shall control.