**
**Exhibit 10.20**

***Execution Version***

 

**STARRY HOLDINGS, INC.**

**2022 INCENTIVE AWARD PLAN**

**ARTICLE I.**

**PURPOSE**

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected tomake) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are defined in Article XI. 

**ARTICLE II.**

**ELIGIBILITY**

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein. 

**ARTICLE III.**

**ADMINISTRATION AND DELEGATION**

3.1    Administration. The Plan is administered by the Administrator. The Administrator has authority to determinewhich Service Providers receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan,to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcileinconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all personshaving or claiming any interest in the Plan or any Award. 

3.2    Appointment of Committees. To the extentApplicable Laws permit, the Board may delegate any or all of its powers under the Plan to one or more Committees. The Board may abolish any Committee or re-vest in itself any previously delegated authority atany time. 

**ARTICLE IV.**

**STOCK AVAILABLE FOR AWARDS**

4.1    Number of Shares. Subject to adjustment under Article VII and the terms of this Article IV, Awardsmay be made under the Plan covering up to the Overall Share Limit. Shares issued under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares. 

4.2    Share Recycling. If all or any part of an Award expires, lapses or is terminated, exchanged for or settledin cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company acquiring Shares at a price not greater than the price (as adjusted to reflect any EquityRestructuring) paid by the Participant for such Shares or not issuing any Shares covered by the Award, the unused Shares covered by the Award will, as applicable, become or again be available for Award grants under the Plan. Further, Sharesdelivered (either by actual delivery or attestation) to the Company by a Participant to satisfy the applicable exercise or purchase price of an Award and/or to satisfy any applicable tax withholding obligation (including Shares retained by theCompany from 
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the Award being exercised or purchased and/or creating the tax obligation) will, as applicable, become or again be available for Award grants under the Plan. The payment of Dividend Equivalentsin cash in conjunction with any outstanding Awards shall not count against the Overall Share Limit. 

4.5    Incentive Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than 22,775,288Shares may be issued pursuant to the exercise of Incentive Stock Options. 

4.6    Substitute Awards. Inconnection with an entity’s merger or consolidation with the Company or the Company’s acquisition of an entity’s property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-basedawards granted before such merger or consolidation by such entity or its affiliate in accordance with Applicable Laws. Substitute Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards inthe Plan. Substitute Awards will not count against the Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise ofsubstitute Incentive Stock Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan. Additionally, in the event that a company acquired by the Company or anySubsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, theshares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in suchacquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grantunder the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could havebeen made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Service Providers prior to such acquisition or combination. 

4.7    Non-Employee Director Compensation. Notwithstanding any provision tothe contrary in the Plan, the Administrator may establish compensation for non-employee Directors from time to time, subject to the limitations in the Plan. The Administrator will from time to time determinethe terms, conditions and amounts of all such non-employee Director compensation in its discretion and pursuant to the exercise of its business judgment, taking into account such factors, circumstances andconsiderations as it shall deem relevant from time to time, provided that the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board AccountingStandards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee Director as compensation for services as a non-employee Director duringany fiscal year of the Company may not exceed $500,000. The Administrator may make exceptions to these limits for individual non-employee Directors in extraordinary circumstances, as the Administrator maydetermine in its discretion, provided that the non-employee Director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneouscompensation decisions involving non-employee Directors. 

**ARTICLE V.**

**STOCK OPTIONS AND STOCK APPRECIATION RIGHTS**

5.1    General. The Administrator may grant Options or Stock Appreciation Rights to Service Providers subject tothe limitations in the Plan, including any limitations in the Plan that apply to Incentive Stock Options. The Administrator will determine the number of Shares covered by each Option and Stock 

 
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Appreciation Right, the exercise price of each Option and Stock Appreciation Right and the conditions and limitations applicable to the exercise of each Option and Stock Appreciation Right. AStock Appreciation Right will entitle the Participant (or other person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Stock Appreciation Right an amount determined bymultiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation Right is exercised,subject to any limitations of the Plan or that the Administrator may impose and payable in cash, Shares valued at such Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement. 

5.2    Exercise Price. The Administrator will establish each Option’s and Stock Appreciation Right’sexercise price and specify the exercise price in the Award Agreement. Unless otherwise determined by the Administrator, the exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option or Stock AppreciationRight. 

5.3    Duration. Each Option or Stock Appreciation Right will be exercisable at such times and asspecified in the Award Agreement, provided that, unless otherwise determined by the Administrator in accordance with Applicable Laws, the term of an Option or Stock Appreciation Right will not exceed ten years. Notwithstanding the foregoing, if theParticipant, prior to the end of the term of an Option or Stock Appreciation Right, violates the non-competition,non-solicitation, confidentiality or other similarrestrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’stransferees to exercise any Option or Stock Appreciation Right issued to the Participant shall terminate immediately upon such violation unless the Administrator otherwise determines. 

5.4    Exercise. Options and Stock Appreciation Rights may be exercised by delivering to the Company a writtennotice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation Right, together with, as applicable, payment in full (i) as specified inSection 5.5 for the number of Shares for which the Award is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option or Stock Appreciation Right may not beexercised for a fraction of a Share. 

5.5    Payment Upon Exercise. Subject to Section 10.8, any Companyinsider trading policy (including blackout periods) and Applicable Laws, the exercise price of an Option must be paid by: 

(a)    cash, wire transfer of immediately available funds or by check payable to the order of the Company, provided thatthe Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted; 

(b)    if there is a public market for Shares at the time of exercise, unless the Company otherwise determines,(A) delivery (including electronically or telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to paythe exercise price, or (B) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay theexercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator; 

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

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

(e)    to theextent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or 

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

**ARTICLE VI.**

**RESTRICTED STOCK; RESTRICTED STOCK UNITS**

6.1    General. The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to anyService Provider, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares) if conditions the Administratorspecifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted StockUnits, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement the terms and conditionsfor each Restricted Stock and Restricted Stock Unit Award, subject to the conditions and limitations contained in the Plan. 

6.2    Restricted Stock. 

(a)    Dividends. Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividendspaid with respect to such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend ordistribution to holders of Common Stock of property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect towhich they were paid. 

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

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

6.3    Restricted Stock Units.

(a)    Settlement. The Administrator may provide that settlement of Restricted Stock Units will occur upon or assoon as reasonably practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in a manner intended to comply with Section 409A. 

 
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(b)    Stockholder Rights. A Participant will have no rights of astockholder with respect to Shares subject to any Restricted Stock Unit unless and until the Shares are delivered in settlement of the Restricted Stock Unit. 

(c)    Dividend Equivalents. If the Administrator provides, a grant of Restricted Stock Units may provide aParticipant with the right to receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares and subject to the same restrictions on transferability andforfeitability as the Restricted Stock Units with respect to which the Dividend Equivalents are granted and subject to other terms and conditions as set forth in the Award Agreement. 

**ARTICLE VII.**

**OTHERSTOCK OR CASH BASED AWARDS**

7.1    Other Stock or Cash Based Awards may be granted to Participants, includingAwards entitling Participants to receive Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria or otherwise), in each case subject to anyconditions and limitations in the Plan. Such Other Stock or Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant isotherwise entitled. Other Stock or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Stockor Cash Based Award, including any purchase price, performance goal (which may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement. 

**ARTICLE VIII.**

**ADJUSTMENTS FOR CHANGES IN COMMON STOCK**

**AND CERTAIN OTHER EVENTS**

8.1    Equity Restructuring. In connection with any Equity Restructuring, notwithstanding anything to thecontrary in this Article VIII, the Administrator will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstandingAward and/or the Award’s exercise price or grant price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 8.1 will be nondiscretionary and final andbinding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable. 

8.2    Corporate Transactions. In the event of any dividend or other distribution (whether in the form of cash,Common Stock, other securities, or other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantiallyall of the assets of the Company, or sale or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, other similar corporatetransaction or event, other unusual or nonrecurring transaction or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions as it deemsappropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period oftime after such change) is hereby 

 
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authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of thebenefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes inApplicable Laws or accounting principles: 

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

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

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

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

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

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

8.3    Administrative Stand Still. In the event of any pending stock dividend, stock split, combinationor exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change affecting the Shares or the share price of Common Stock,including any Equity Restructuring or any securities offering or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to sixty days before or after such transaction. 

8.4    General. Except as expressly provided in the Plan or the Administrator’s action under the Plan, noParticipant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or dissolution, liquidation, merger, or consolidation of the Company orother corporation. Except as expressly provided with respect to an Equity Restructuring under Section 8.1 above or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible intoShares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s 

 
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grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make orauthorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger, consolidation dissolution or liquidation of the Company or sale of Company assets or(iii) any sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof)differently under this Article VIII. 

**ARTICLE IX.**

**GENERAL PROVISIONS APPLICABLE TO AWARDS**

9.1    Transferability. Except as the Administrator may determine or provide in an Award Agreement or otherwise forAwards other than Incentive Stock Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to theAdministrator’s consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, will include referencesto a Participant’s authorized transferee that the Administrator specifically approves. 

9.2    Documentation. Each Award will be evidenced in an Award Agreement, which may be written or electronic, asthe Administrator determines. Each Award may contain terms and conditions in addition to those set forth in the Plan. 

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

9.4    Termination of Service; Change in Status. The Administrator will determine, in its sole discretion, theeffect of all matters and questions relating to any Termination of Service, including, without limitation, whether a Termination of Service has occurred, whether a Termination of Service resulted from a discharge for Cause and all questions ofwhether a particular leave of absence constitutes a Termination of Service or any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period during which, theParticipant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable. 

9.5    Withholding. Each Participant must pay the Company, or make provision satisfactory to the Administrator forpayment of, any taxes required by Applicable Law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations basedon the applicable statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any payment of any kind otherwise due to a Participant. Subject to Section 10.8and any Company insider trading policy (including blackout periods), Participants may satisfy such tax obligations (i) in cash, by wire transfer of immediately available funds, by check made payable to the order of the Company, provided thatthe Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares retainedfrom the Award creating the tax obligation, valued at their Fair Market Value, (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company otherwise determines, (A) delivery (includingelectronically or telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable 

 
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to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable andunconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided that such amount is paid to the Company at such time as may be required by theAdministrator, or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the Administrator. If any tax withholding obligation will be satisfied under clause (ii) of the immediately precedingsentence by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determinedacceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of anAward under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence. 

9.6    Amendment of Award; Repricing. The Administrator may amend, modify or terminate any outstandingAward, including by substituting another Award of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a Non-Qualified Stock Option. TheParticipant’s consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change ispermitted under Article VIII or pursuant to Section 10.6. Notwithstanding the foregoing or anything in the Plan to the contrary, the Administrator may, without the approval of the stockholders of the Company, reduce the exercise price pershare of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise price per share that is less than theexercise price per share of the original Options or Stock Appreciation Rights. 

9.7    Conditions on Delivery ofStock. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction,(ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and(iii) the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from anyregulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisiteauthority has not been obtained. 

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

9.9    Additional Terms of Incentive Stock Options. The Administrator may grant Incentive Stock Options only toemployees of the Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive StockOptions under the Code. If an Incentive Stock Option is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option will not exceedfive years. All Incentive Stock Options will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees if requested by the Company to give prompt notice to the Companyof dispositions or other transfers (other than in connection with a Change in Control) 

 
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of Shares acquired under the Option made within (i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying thedate of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will beliable to a Participant, or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code. Any Incentive Stock Option or portion thereof that fails to qualify asan “incentive stock option” under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Stock Option. 

**ARTICLE X.**

**MISCELLANEOUS**

10.1    No Right to Employment or Other Status. No person will have any claim or right to be granted an Award, andthe grant of an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationshipwith a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement. 

10.2    No Rights as Stockholder; Certificates. Subject to the Award Agreement, no Participant or DesignatedBeneficiary will have any rights as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwisedetermines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company (or, asapplicable, its transfer agent or stock plan administrator). The Company may place legends on stock certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws. 

10.3    Effective Date and Term of Plan. The Plan will become effective on the Effective Date and, unless earlierterminated by the Board, will remain in effect until the earlier of (i) the earliest date as of which all Awards granted under the Plan have been satisfied in full or terminated and no Shares approved for issuance under the Plan remainavailable to be granted under new Awards or (ii) the tenth anniversary of the earlier of the date the Plan is approved by the Board or the date the Plan is approved by the Company’s stockholders, but Awards previously granted may extendbeyond that date in accordance with the Plan. If the Plan is not approved by the Company’s stockholders, the Plan will not become effective and no Awards will be granted under the Plan. 

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

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

 
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10.6    Section 409A. 

(a)    General. The Company intends that all Awards be structured to comply with, or be exempt from,Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent,amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including anysuch actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after anAward’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes,penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant“nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A. 

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

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

10.7    Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as adirector, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with thePlan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer, other employee or agent of the Companyor any Subsidiary. The Company will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’sadministration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning thisPlan unless arising from such person’s own fraud or bad faith. 

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

10.9    Data Privacy. As a condition for receiving any Award, each Participant explicitly andunambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering andmanaging the Participant’s participation in the Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate;social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and Awards (the“***Data***”). The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and itsSubsidiaries and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and theParticipant’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, inelectronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit anyShares. The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regardingsuch Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in thisSection 10.9 in writing, without cost, by contacting the local human resources representative. The Company may cancel Participant’s ability to participate in the Plan and, in the Administrator’s discretion, the Participant may forfeitany outstanding Awards if the Participant refuses or withdraws the consents in this Section 10.9. For more information on the consequences of refusing or withdrawing consent, Participants may contact their local human resources representative.

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

10.11    Governing Documents. If any contradiction occurs between the Plan and any Award Agreement or otherwritten agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified in such Award Agreement or other written document that a specific provision ofthe Plan will not apply. 

10.12    Governing Law. The Plan and all Awards will be governed by and interpretedin accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s lawsother than the State of Delaware. 

 
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10.13    Claw-back Provisions. All Awards (including anyproceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company claw-back policy as ineffect from time to time, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder). 

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

10.15    Conformity toSecurities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance withApplicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws. 

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

10.17    Broker-Assisted Sales. In the event of a broker-assisted sale of Shares in connection with the payment ofamounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares to be sold through the broker-assisted sale will be sold on the day the paymentfirst becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average price; (c) the applicable Participant will beresponsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to theextent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are underno obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upondemand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation. 

**ARTICLE XI.**

**DEFINITIONS**

As used in the Plan, the following words and phrases will have the following meanings: 

11.1    “***Administrator***” means the Board or a Committee to the extent that the Board’s powersor authority under the Plan have been delegated to such Committee. 

11.2    “***Agreement and Plan ofMerger***” mean that certain Agreement and Plan of Merger, by and among Acquiror, Starry, Inc., Merger Sub and Company, dated as of October 6, 2021. 

11.3    “***Applicable Laws***” means the requirements relating to the administration of equityincentive plans under U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws andrules of any foreign country or other jurisdiction where Awards are granted. 

 
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11.4    “***Award***” means, individually orcollectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Dividend Equivalents or Other Stock or Cash Based Awards. 

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

11.6    “***Board***” means the Board of Directors of the Company. 

11.7    “***Cause***” means (i) if a Participant is a party to a written employment, severance orconsulting agreement with the Company or any of its Subsidiaries or an Award Agreement in which the term “cause” is defined (a “***Relevant Agreement***”), “cause” as defined in the Relevant Agreement, and(ii) if no Relevant Agreement exists, (A) the Participant’s dishonest statements or acts with respect to the Company or any affiliate of the Company, or any of the Company’s current or prospective customers, suppliers, vendors orother third parties with which such entity does business; (B) the Participant’s commission of (1) a felony or (2) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (C) the Participant’s failure toperform his or her assigned duties and responsibilities to the reasonable satisfaction of the Company, which failure continues, in the reasonable judgment of the Company, after written notice given to the grantee by the Company; (D) theParticipant’s gross negligence, willful misconduct or insubordination with respect to the Company or any affiliate of the Company; or (E) the Participant’s violation of any provision of any agreement(s) between the Participant and theCompany relating to noncompetition, nondisclosure and/or assignment of inventions. 

11.8    “***Change inControl***” means and includes each of the following: 

(a)    A transaction or series of transactions (otherthan an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i) and (ii) ofsubsection (c) below) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, anemployee benefit plan maintained by the Company or any of its Subsidiaries, or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly orindirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50 % of the total combined voting power of theCompany’s securities outstanding immediately after such acquisition; or 

(b)    During any period of twoconsecutive years, individuals who, at the beginning of such period, constitute the Board together with any new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect atransaction described in subsections (a) or (c) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the Directorsthen still in office who either were Directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majoritythereof; or 

(c)    The consummation by the Company (whether directly involving the Company or indirectly involvingthe Company through one or more intermediaries) of (x) a merger, consolidation, 

 
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reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of relatedtransactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction: 

(i)    which results in the Company’s voting securities outstanding immediately before the transaction continuing torepresent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all orsubstantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “***Successor Entity***”)) directly or indirectly, at least a majority of the combined votingpower of the Successor Entity’s outstanding voting securities immediately after the transaction, and 

(ii)    after which no person or group beneficially owns voting securities representing 50% or more of the combinedvoting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as aresult of the voting power held in the Company prior to the consummation of the transaction. 

Notwithstanding the foregoing, (1) theconversion of shares of Class X Common Stock into shares of Class A Common Stock upon the following events (a) the date on which Chaitanya Kanojia is neither an employee of the Company nor a member of the Board or (b) ChaitanyaKanojia ceases to beneficially own at least 25% of the number of Company shares he holds immediately following the Closing (as defined in the Agreement and Plan of Merger) shall not constitute a Change in Control and (2) if a Change in Controlconstitutes a payment event with respect to any Award (or portion of any Award) that provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes underSection 409A, the transaction or event described in subsection (a), (b) or (c) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if suchtransaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

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

11.9    “***Class************ A Common Stock***” means the Class A commonstock of the Company, par value of $0.001 per share. 

11.10    “***Class************ XCommon Stock***” means the Class X common stock of the Company, par value of $0.001 per share. 

11.11    “***Code***” means the Internal Revenue Code of 1986, as amended, and the regulations issuedthereunder. 

11.12    “***Committee***” means one or more committees or subcommittees of the Boardor otherwise consisting of one or more Company directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended thateach member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to 

 
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Rule 16b-3, a “non-employee director” within the meaning of Rule16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan. 

11.13    “***Common Stock***” means either the Class A Common Stock or the Class X CommonStock. 

11.14    “***Company***” means Starry Holdings, Inc., a Delaware corporation, or anysuccessor. 

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

11.16    “***Designated Beneficiary***” means the beneficiary or beneficiaries the Participantdesignates, in a manner the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s effective designation, “DesignatedBeneficiary” will mean the Participant’s estate. 

11.17    “***Director***” means a Boardmember. 

11.18    “***Disability***” means “disability” within the meaning ofSection 22(e)(3) of the Code. 

11.19    “***Dividend Equivalents***” means a right granted to aParticipant under the Plan to receive the equivalent value (in cash or Shares) of dividends paid on Shares. 

11.20    “***Effective Date***” means the date on which the transactions contemplated by the Agreementand Plan of Merger are consummated, *provided* that the Board has adopted the Plan prior to or on such date, subject to approval of the Plan by the Company’s stockholders. 

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

11.22    “***Equity Restructuring***” means a nonreciprocal transaction between the Company and itsstockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other Company securities) or theshare price of Common Stock (or other Company securities) and causes a change in the per share value of the Common Stock underlying outstanding Awards. 

11.23    “***Exchange Act***” means the Securities Exchange Act of 1934, as amended. 

11.24    “***Fair Market Value***” means, as of any date, the value of Common Stock determined asfollows: (i) if the Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock as quoted on such exchange for such date, or if no sale occurred on such date, the lastday preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Common Stock is not traded on a stock exchange but is quoted on a national market orother quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administratordeems reliable; or (iii) in any case the Administrator may determine the Fair Market Value in its discretion to the extent such determination does not constitute a “material revision” to the Plan under applicable stock exchange orstock market rules and regulations (or otherwise require stockholder approval). 

 
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11.25    “***Greater Than 10% Stockholder***” means anindividual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation, as defined in Section 424(e) and(f) of the Code, respectively. 

11.26    “***Incentive Stock Option***” means an Optionintended to qualify as an “incentive stock option” as defined in Section 422 of the Code. 

11.27    “***Non-Qualified Stock Option***” means an Option notintended or not qualifying as an Incentive Stock Option. 

11.28    “***Option***” means an option topurchase Shares. 

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

11.30    “***Overall Share Limit***” means the sum of (i) 22,775,288 Shares and (ii) an annualincrease on the first day of each calendar year beginning January 1, 2023 and ending on and including January 1, 2031, equal to the lesser of (A) 5.0 % of the aggregate number of shares of Class A Common Stock and Class XCommon Stock outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of Shares as is determined by the Board. 

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

11.32    “***Performance Criteria***” mean the criteria (and adjustments) that the Administrator mayselect for an Award to establish performance goals for a performance period, which may include the following: net earnings or losses (either before or after one or more of interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to grossprofits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cashflow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital; return on stockholders’ equity; total stockholder return; return on sales; costs,reductions in costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends per share (or appreciation in or maintenance of such price or dividends);regulatory achievements or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; market share; economic value or economic value addedmodels; division, group or corporate financial goals; customer satisfaction/growth; customer service; employee satisfaction; recruitment and maintenance of personnel; human resources management; supervision of litigation and other legal matters;strategic partnerships and transactions; financial ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals; financing and other capital raising transactions; cash on hand;acquisition activity; investment sourcing activity; marketing initiatives; and other measures of performance selected by the Board or Committee whether or not listed herein, any of which may be measured in absolute terms or as compared to anyincremental increase or decrease. Such performance goals also may be based solely by reference to the Company’s performance or the performance of a Subsidiary, division, business 

 
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segment or business unit of the Company or a Subsidiary, or based upon performance relative to performance of other companies or upon comparisons of any of the indicators of performance relativeto performance of other companies. The Committee may provide for exclusion of the impact of an event or occurrence which the Committee determines should appropriately be excluded, including (a) restructurings, discontinued operations,extraordinary items, and other unusual, infrequently occurring or non-recurring charges or events, (b) asset write-downs, (c) litigation or claim judgments or settlements, (d) acquisitions ordivestitures, (e) reorganization or change in the corporate structure or capital structure of the Company, (f) an event either not directly related to the operations of the Company, Subsidiary, division, business segment or business unitor not within the reasonable control of management, (g) foreign exchange gains and losses, (h) a change in the fiscal year of the Company, (i) the refinancing or repurchase of bank loans or debt securities, (j) unbudgeted capitalexpenditures, (k) the issuance or repurchase of equity securities and other changes in the number of outstanding shares, (l) conversion of some or all of convertible securities to Common Stock, (m) any business interruption event(n) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles, or (o) the effect of changes in other laws or regulatory rules affecting reported results. 

11.33    “***Plan***” means this 2022 Incentive Award Plan, as may be amended from time to time. 

11.34     “***Restricted Stock***” means Shares awarded to a Participant under Article VI subjectto certain vesting conditions and other restrictions. 

11.35    “***Restricted Stock Unit***” meansan unfunded, unsecured right to receive, on the applicable settlement date, one or more Shares or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vestingconditions and other restrictions. 

11.36    “***Rule16b-3***” means Rule 16b-3 promulgated under the Exchange Act. 

11.37    “***Section************ 409A***” means Section 409A of the Code andall regulations, guidance, compliance programs and other interpretative authority thereunder. 

11.38    “***Securities Act***” means the Securities Act of 1933, as amended. 

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

11.40    “***Shares***” means shares of Class A Common Stock. 

11.41    “***Stock Appreciation Right***” means a stock appreciation right granted under Article V.

11.42    “***Subsidiary***” means any entity (other than the Company), whether domestic or foreign,in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the totalcombined voting power of all classes of securities or interests in one of the other entities in such chain. 

11.43    “***Substitute Awards***” shall mean Awards granted or Shares issued by the Company inassumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

 
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11.44    “***Termination of Service***” means the datethe Participant ceases to be a Service Provider. 

* * * * * 

 
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