Exhibit 10.1


 


Lordstown Motors Corp.


 


2020 EQUITY INCENTIVE PLAN


 


1.            Purposes
of the Plan. The purposes of this Plan are to: (1) attract and retain the best available Employees, Directors and Consultants
to ensure the Company’s success and accomplish the Company’s goals; (2) incentivize Employees, Directors and Consultants
with long-term equity and equity-based compensation to align their interests with the Company’s stockholders; and (3) promote
the success of the Company’s business. The Plan permits the grant of Incentive Stock Options, Nonqualified Stock Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units and Performance Shares.


 


2.            Definitions.
As used herein, the following definitions will apply:


 


“Administrator” means the Board, the Compensation
Committee of the Board or any Committee as will be administering the Plan, in accordance with Section 4.


 


“Applicable Laws” means the requirements relating
to the administration of equity and equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the
Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country
or jurisdiction where Awards are granted under the Plan.


 


“Award” means, individually or collectively, a
grant of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares under
the Plan.


 


“Award Agreement” means the written or electronic
agreement setting forth the terms and provisions applicable to each Award granted under the Plan. An Award Agreement is subject to the
terms and conditions of the Plan.


 


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


 


“Cause” means (a) if the Participant is party
to an employment or similar agreement with the Company or any of its Subsidiaries, the definition of “Cause” set forth therein,
or (b) if no such agreement exists, the Participant’s (i) refusal to perform, or refusal to make good faith efforts to
substantially perform, the Participant’s duties to the Company and its Subsidiaries, which refusal is not cured (to the extent
curable) within 15 days following receipt by the Participant of written notice from the Company or its applicable Subsidiary describing
such refusal, (ii) commission of acts constituting a felony or a crime involving moral turpitude, (iii) gross negligence or
willful misconduct in the performance of duties for the Company or its Subsidiaries or (iv) material breach of the terms of any
agreement with the Company or any of its Subsidiaries, including, without limitation, any employment agreement or any non-competition,
non-solicitation or confidentiality provisions, which breach is not cured (to the extent curable) within 15 days following receipt by
the Participant of written notice from the Company or its applicable Subsidiary describing such breach.


 






     


     


    

 


“Change in Control” means the occurrence of any
of the following events:


 


		(i)	any “person” (as such term is defined in Section 3(a)(9) of
                                            the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange
                                            Act), is or becomes a “beneficial owner” (as defined in Rule 13d-3 under
                                            the Exchange Act), directly or indirectly, of securities of the Company representing 50%
                                            or more of the combined voting power of the Company’s then-outstanding securities eligible
                                            to vote for the election of the Board (“Company Voting Securities”); provided,
                                            however, that the event described in this paragraph (ii) will not be deemed to be a
                                            Change in Control by virtue of the ownership, or acquisition, of Company Voting Securities:
                                            (A) by the Company, (B) by any employee benefit plan (or related trust) sponsored
                                            or maintained by the Company, (C) by any underwriter temporarily holding securities
                                            pursuant to an offering of such securities, (D) by the Permitted Holder or (E) pursuant
                                            to a Non-Qualifying Transaction (as defined in paragraph (iv) of this definition); or



 


		(ii)	during any period of not more than 24 months, individuals who constitute
                                            the Board as of the beginning of the period (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 beginning of such period, 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) will 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 publicly threatened
                                            election contest with respect to directors or as a result of any other actual or publicly threatened solicitation of proxies by or
on behalf of any person other than the Board will be deemed to be an Incumbent Director; or









 


		(iii)	A sale or other disposition of all or substantially all of the Company’s
                                            assets in one or more transactions, other than to any entity of which more than 50% of the
                                            total voting power is owned, directly or indirectly, by stockholders of the Company in substantially
                                            the same proportions as their ownership of the voting power of the stock of the Company immediately
                                            prior to the transaction which results in a sale or disposition as to all or substantially
                                            all of the Company’s assets; or



 


		(iv)	the consummation of a merger, consolidation, statutory share exchange
                                            or similar form of corporate transaction involving the Company that requires the approval
                                            of the Company’s stockholders, whether for such transaction or the issuance of securities
                                            in the transaction (a “Business Combination”), unless (1) the merger,
                                            consolidation, statutory share exchange or similar form of corporate transaction is with
                                            the Permitted Holder or (2) immediately following such Business Combination: (A) more
                                            than 50% of the total voting power of (x) the entity resulting from such Business Combination
                                            (the “Surviving Entity”), or (y) if applicable, the ultimate parent
                                            corporation that directly or indirectly has beneficial ownership of at least 95% of the voting
                                            power, is represented by Company Voting Securities that were outstanding immediately prior
                                            to such Business Combination (or, if applicable, is represented by shares into which such
                                            Company Voting Securities were converted pursuant to such Business Combination), and such
                                            voting power among the holders thereof is in substantially the same proportion as the voting
                                            power of such Company Voting Securities among the holders thereof immediately prior to the
                                            Business Combination, (B) no person (other than any employee benefit plan (or related
                                            trust) sponsored or maintained by the Surviving Entity or the parent), is or becomes the
                                            beneficial owner, directly or indirectly, of 50% or more of the total voting power of the
                                            outstanding voting securities eligible to elect directors of the parent (or, if there is
                                            no parent, the Surviving Entity) and (C) at least a majority of the members of the board
                                            of directors of the parent (or, if there is no parent, the Surviving Entity) following the
                                            consummation of the Business Combination were Incumbent Directors at the time of the Board’s
                                            approval of the execution of the initial agreement providing for such Business Combination
                                            (any Business Combination which satisfies all of the criteria specified in (2)(A), (B) and
                                            (C) of this paragraph (iv) will be deemed to be a “Non-Qualifying Transaction”);
                                            or



 






     


     


    

 


		(v)	the Company’s stockholders approve a plan of complete liquidation
                                            or dissolution of the Company.



 


For purposes of this Section, persons will be considered to be acting
as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar
business transaction with the Company.


 


Notwithstanding the foregoing, (i) the occurrence of any event
shall not be deemed a Change in Control with respect to any Award that is subject to Code Section 409A unless such event qualifies
as a change in control event within the meaning of Code Section 409A, and (ii) a Change in Control will not be deemed to occur
solely because any person acquires beneficial ownership of more than 50% of the Company Voting Securities as a result of the acquisition
of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided that if after
such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage
of outstanding Company Voting Securities beneficially owned by such person to above-prescribed threshold levels, a Change in Control
will then occur. For the avoidance of doubt, the business combination with DiamondPeak Holdings Corp. pursuant to which the Company will
consummate a merger with an affiliate of DiamondPeak Holdings Corp., the subsequent initial public offering of the Company’s Shares
and related transactions shall not be considered a “Change in Control” under this Plan.


 


“Code” means the Internal Revenue Code of 1986,
as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid
regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing
or superseding such section or regulation.


 


“Committee” means a committee of Directors or of
other individuals satisfying Applicable Laws appointed by the Board or the Compensation Committee of the Board in accordance with Section 4.


 






     


     


    

 


“Common Stock” means the common stock of the Company.


 


“Company” means Lordstown Motors Corp., a Delaware
corporation, or its successor.


 





“Consultant” means any person, including an advisor,
engaged by the Company or a Parent or Subsidiary to render services to such entity, as to whom the registration of an offer or sale of
the Company’s securities to such person pursuant to a Registration Statement on Form S-8 is available.


 


“Covered Disputes” means any and all disputes arising
out of, concerning, related to or touching upon in any way the Plan and/or, to the extent not otherwise specified in any individual agreement
between the Company and the Participant, any aspect of the Participant’s employment or the termination of that employment; except
that Covered Disputes do not include (a) administrative claims for workers’ compensation or unemployment benefits; (b) claims
for benefits under a Company benefit plan or program that provides its own process for dispute resolution and/or arbitration of disputes;
(c) claims governed by a collective bargaining agreement; (d) an action filed in court for the limited purpose of seeking immediate,
preliminary, or temporary injunctive relief to prevent imminent harm or to preserve the status quo, such as to prevent imminent disclosure
of trade secrets or other confidential information or violation of a restrictive covenant; but after temporary or preliminary relief
is considered, the substance of the claim and any request for permanent injunctive relief is a Covered Dispute and is then subject to
mandatory arbitration; (e) claims for which mandatory arbitration would be invalid or unenforceable as a matter of law; (f) charges
or complaints filed with any government agency, such as the Equal Employment Opportunity Commission; however, any lawsuit that could
be filed after a governmental agency charge or complaint is a Covered Dispute; and (g) legal actions to compel arbitration of a
Covered Dispute or to dismiss a lawsuit because it is subject to mandatory arbitration, or actions to enforce or vacate an arbitrator’s
award.


 


“Director” means a member of the Board.


 


“Disability” means total and permanent disability
as defined in Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator
in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards
adopted by the Administrator from time to time and as may be reflected in an Award Agreement.


 


“Employee” means any person employed by the Company
or any Parent or Subsidiary of the Company. Service as a Director, for a fee or otherwise, will not be considered “employment”
by the Company.


 


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


 


“Fair Market Value” means, as of any date, the
value of Common Stock determined as follows:


 


		(i)	If the Common Stock is listed on any established stock exchange or
                                            a national market system, including without limitation the New York Stock Exchange, or the
                                            Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The
                                            Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock
                                            ) as quoted on such exchange or system on the day of determination (or, if there is no reported
                                            sale on such date, on the last preceding date on which any reported sale occurred);



 






     


     


    

 


		(ii)	If the Common Stock is regularly quoted by a recognized securities
                                            dealer but selling prices are not reported, the Fair Market Value of a Share will be the
                                            mean between the high bid and low asked prices for the Common Stock on the day of determination,
                                            as reported in The Wall Street Journal or such other source as the Administrator deems reliable;
                                            or



 


		(iii)	In the absence of an established market for the Common Stock, Fair
                                            Market Value of a Share will be determined in good faith by the Administrator in a manner
                                            intended to avoid adverse tax consequences under Section 409A of the Code.



 


“Good Reason” means (a) if the Participant
is party to an employment or similar agreement with the Company or any of its Subsidiaries, the definition of “Good Reason”
set forth therein, or (b) if no such agreement exists, (i) a material reduction by the Company or any of its Subsidiaries in
the Participant’s annual base salary (other than a reduction, applied after consultation with the Chief Executive Officer of the
Company or its applicable Subsidiary, of not more than ten percent as part of a generally applicable reduction in base salaries, measured
cumulatively) or (ii) a relocation of the Participant’s primary place of employment by more than 50 miles from that in
effect on the date of grant; provided that no such event(s) as described in clauses (i) and (ii) shall constitute
 “Good Reason” unless the Participant has given written notice to the Company or its applicable Subsidiary of the Participant’s
intention to resign for Good Reason within 90 days of the occurrence of any such event and the Company or its applicable Subsidiary shall
have failed to cure such events within thirty (30) days after receipt by the Company or its applicable Subsidiary from the Participant
of written notice describing in detail such events.


 


“Incentive Stock Option” means an Option that qualifies
as an incentive stock option within the meaning of Section 422 of the Code.


 





“Nonstatutory Stock Option” means an Option that
does not qualify as an Incentive Stock Option.


 


“Officer” means a person who is an officer of the
Company within the meaning of Section 16 of the Exchange Act.


 


“Option” means a stock option granted pursuant
to the Plan.


 


“Outside Director” means a Director who is not
an Employee.


 


“Parent” means a “parent corporation,”
whether now or hereafter existing, as defined in Code Section 424(e).


 


“Participant” means the holder of an outstanding
Award.


 






     


     


    

 


“Performance Share” means an Award denominated
in Shares which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator
may determine pursuant to Section 10.


 


“Performance Unit” means an Award which may be
earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine and which
may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section 10.


 


“Period of Restriction” means the period, if any,
during which the transfer of Shares of Restricted Stock are subject to restrictions. Such restrictions may be based on the passage of
time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.


 


“Permitted Holder” means Stephen S. Burns or any
entity controlled directly or indirectly by him.


 


“Plan” means this 2020 Equity Incentive Plan.


 


“Repricing” means any of the following actions
taken by the Administrator with respect to an Option or Stock Appreciation Right: (i) lowering or reducing its exercise price, (ii) cancelling,
exchanging or surrendering it in exchange for: (A) cash or another award for the purpose of repricing the award or (B) an Option
or Stock Appreciation Right with an exercise price that is less than the exercise price of the original award; and (iii) taking
any other action that constitutes a “repricing” under Applicable Laws; provided that a Repricing shall not include any action
taken with stockholder approval or any adjustment of an Option or Stock Appreciation Right pursuant to Section 13(a).


 


“Restricted Stock” means Shares issued pursuant
to a Restricted Stock Award under Section 7.


 


“Restricted Stock Unit” means a bookkeeping entry
representing an amount equal to one Share or the Fair Market Value of one Share, granted pursuant to Section 8. Each Restricted
Stock Unit represents an unfunded and unsecured obligation of the Company.


 


“Rule 16b-3” means Rule 16b-3 of the
Exchange Act or its successor, as in effect when discretion is being exercised with respect to the Plan.


 


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


 


“Share” means a share of the Common Stock, as may
be adjusted in accordance with Section 13.


 


“Stock Appreciation Right” means an Award, granted
alone or in connection with an Option, that is designated as a Stock Appreciation Right pursuant to Section 9.


 


“Subsidiary” means a “subsidiary corporation,”
whether now or hereafter existing, as defined in Code Section 424(f).


 






     


     


    

 


3.            Stock
Subject to the Plan.


 


(a)           Stock
Subject to the Plan. Subject to the provisions of Section 13, the maximum aggregate number of Shares that may be subject to
Awards and issued under the Plan is 20,000,000 Shares, in addition to Shares underlying Awards that were initially granted under the
Lordstown Motors Corp.’s 2019 Equity Incentive Plan and converted into Awards under the Plan upon the closing of the
Company’s business combination with Lordstown Motors Corp. The maximum aggregate number of Shares underlying Awards set forth
in the prior sentence, disregarding Awards issued under the Prior Plan, may be granted as Incentive Stock Options. The maximum
aggregate number of Shares subject to Awards granted during a single fiscal year to any Outside Director, taken together with any
cash fees paid to such Director during such fiscal year in respect of the Director’s service as a member of the Board during
such fiscal year, shall not exceed $750,000 in total value (calculating the value of any such Awards based on the grant date
Fair Market Value of such Awards for financial reporting purposes)


 


(b)            Lapsed
Awards. If any Award or portion thereof expires or becomes unexercisable without having been exercised in full or is forfeited to
or repurchased by the Company due to failure to vest or be earned, the Shares which were subject to such Award or portion thereof will
become available for future grant under the Plan. With respect to Stock Appreciation Rights, the total number of Shares subject to such
Stock Appreciation Rights while outstanding and the total number of Shares as which such Stock Appreciation Right is exercised (and not
the net number of Shares actually issued pursuant to such Stock Appreciation Rights upon exercise) will cease to be available under the
Plan. Shares that have actually been issued under the Plan under any Award (other than unvested Restricted Stock to the extent subsequently
forfeited) will not be returned to the Plan and will not become available for future distribution under the Plan. Shares used to pay
the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will not become available for future
grant under the Plan. In addition, Shares repurchased by the Company with the proceeds of the exercise prices for any Options may not
be reissued under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not
result in reducing the number of Shares available for issuance under the Plan.


 


(c)            Substitute
Awards. Shares issued in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar
transaction entered into by the Company or Parent or any of its Subsidiaries (“Substitute Awards”) shall not reduce
the number of Shares available for issuance under the Plan. In addition, to the extent permitted by stock exchange requirements and subject
to the stockholder approval requirements thereof, any shares of stock of an acquired organization available for future awards under an
existing plan of that organization (as adjusted and converted into Shares in accordance with the terms of the acquisition transaction)
may be added to the number of Shares available for Awards under the Plan.


 






     


     


    

 


4.             Administration
of the Plan.


 


(a)           Procedure.


 


		(i)	Multiple
                                            Administrative Bodies. Different Committees with respect to different groups of Service
                                            Providers may administer the Plan.



 


		(ii)	Rule 16b-3.
                                            To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3,
                                            the transactions contemplated hereunder will be structured to satisfy the requirements for
                                            exemption under Rule 16b-3.



 


		(iii)	Other
                                            Administration. Other than as provided above, the Plan will be administered by: (A) the
                                            Board, (B) the Compensation Committee of the Board, or (C) a Committee, which Committee
                                            will be constituted to satisfy Applicable Laws.



 


(b)          Powers
of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator will have the authority, in its discretion:


 


		(i)	to
                                            determine the Fair Market Value;



 


		(ii)	to
                                            select the Service Providers to whom Awards may be granted;



 


		(iii)	to
                                            determine the number of Shares to be covered by each Award granted;



 


		(iv)	to
                                            approve forms of Award Agreements for use under the Plan;



 


		(v)	to
                                            determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award
                                            granted hereunder. Such terms and conditions include, but are not limited to, the exercise
                                            price, the time or times when Awards may be exercised (which may be based on performance
                                            criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction
                                            or limitation regarding any Award or the Shares relating thereto, based in each case on such
                                            factors as the Administrator will determine;



 


		(vi)	to
                                            construe and interpret the terms of the Plan and Awards;



 


		(vii)	to
                                            prescribe, amend and rescind rules and regulations relating to the Plan, including rules and
                                            regulations relating to sub-plans established for the purpose of satisfying applicable foreign
                                            laws or for qualifying for favorable tax treatment under applicable foreign laws or otherwise;



 





		(viii)	to
                                            modify or amend each Award (subject to Section 18), including but not limited to the
                                            discretionary authority to extend the post-termination exercisability period of Awards, subject
                                            to the no-Repricing provision below;



 






     


     


    

 


		(ix)	to
                                            allow Participants to satisfy withholding tax obligations in such manner as prescribed in
                                            Section 14;



 


		(x)	to
                                            authorize any person to execute on behalf of the Company any instrument required to effect
                                            the grant of an Award previously made by the Administrator; and



 


		(xi)	to
                                            make all other determinations deemed necessary or advisable for administering the Plan.



 


All questions arising under the Plan or under any Award shall be decided
by the Administrator in its total and absolute discretion. The Administrator shall consider such factors as it deems relevant, in its
sole and absolute discretion, to making such decisions, determinations and interpretations, including, without limitation, the recommendations
or advice of any officer or other employee of the Company and such attorneys, accountants and consultants as it may select. Notwithstanding
anything to the contrary herein, in no event shall the Administrator effect any Repricing of any Option or Stock Appreciation Right.


 


(c)          Effect
of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding
on all Participants, any other holders of Awards and anyone claiming through them and will be given the maximum deference permitted by
Applicable Laws.


 


5.           Eligibility.
Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units
may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.


 


6.           Stock
Options.


 


(a)          Grant
of Options. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Options
in such amounts as the Administrator, in its sole discretion, will determine.


 


(b)          Option
Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of the
Option, the number of Shares subject to the Option, the vesting and exercise restrictions, if any, applicable to the Option, and such
other terms and conditions as the Administrator, in its sole discretion, will determine in accordance with the terms of the Plan. The
Administrator, in its discretion, may reduce or waive any restrictions for such Award or accelerate the time at which any restrictions
will lapse or be removed.


 


(c)          Limitations.
Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding
such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary)
exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. For purposes of this Section, Incentive
Stock Options will be taken into account in the order in which they were granted, the Fair Market Value of the Shares will be determined
as of the time the Option with respect to such Shares is granted and calculation will be performed in accordance with Code Section 422.


 






     


     


    

 


(d)           Term
of Option. The term of each Option will be ten (10) years from the date of grant or such shorter term as may be provided in
the Award Agreement, provided that in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock
Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of
the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or
such shorter term as may be provided in the Award Agreement.


 


(e)           Option
Exercise Price and Consideration.


 


		(i)	Exercise
                                            Price. The per Share exercise price for the Shares to be issued pursuant to exercise
                                            of an Option will be determined by the Administrator, subject to the following (other than
                                            in the case of Substitute Awards):



 


		1.	In
                                            the case of an Incentive Stock Option:



 


		a.	granted
                                            to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing
                                            more than ten percent (10%) of the voting power of all classes of stock of the Company or
                                            any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten percent
(110%) of the Fair Market Value per Share on the date of grant.









 


		b.	granted
                                            to any Employee other than an Employee described in paragraph (A) immediately above,
                                            the per Share exercise price will be no less than one hundred percent (100%) of the Fair
                                            Market Value per Share on the date of grant.



 


		2.	In
                                            the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than
                                            one hundred percent (100%) of the Fair Market Value per Share on the date of grant.



 


		(ii)	Vesting
                                            Period and Exercise Dates. At the time an Option is granted, the Administrator will fix
                                            the period within which the Option may be exercised and will determine any vesting conditions
                                            that must be satisfied before the Option may be exercised.



 


		(iii)	Form of
                                            Consideration. The Administrator will determine the acceptable form of consideration
                                            for exercising an Option, including the method of payment. In the case of an Incentive Stock
                                            Option, the Administrator will determine the acceptable form of consideration at the time
                                            of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) other
                                            Shares, provided that such Shares have a Fair Market Value on the date of surrender equal
                                            to the aggregate exercise price of the Shares as to which such Option will be exercised and
                                            provided that accepting such Shares will not result in any adverse accounting consequences
                                            to the Company, as the Administrator determines in its sole discretion; (4) consideration
                                            received by the Company under a broker-assisted (or other) cashless exercise program (whether
                                            through a broker or otherwise) implemented by the Company in connection with the Plan; (5) by
                                            net exercise; (6) such other consideration and method of payment for the issuance of
                                            Shares to the extent permitted by Applicable Laws; or (7) any combination of the foregoing
                                            methods of payment.



 






     


     


    

 


(f)            Exercise
of Option.


 


		(i)	Procedure
                                            for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable
                                            according to the terms of the Plan and at such times and under such conditions as determined
                                            by the Administrator and set forth in the Award Agreement. An Option may not be exercised
                                            for a fraction of a Share. An Option will be considered exercised when the Company receives:
                                            (i) a notice of exercise (in such form as the Administrator may specify from time to
                                            time) from the person entitled to exercise the Option, and (ii) full payment for the
                                            Shares with respect to which the Option is exercised (together with applicable withholding
                                            taxes). Full payment may consist of any consideration and method of payment authorized by
                                            the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise
                                            of an Option will be issued in the name of the Participant or, if requested by the Participant,
                                            in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced
                                            by the appropriate entry on the books of the Company or of a duly authorized transfer agent
                                            of the Company), no right to vote or receive dividends or any other rights as a stockholder
                                            will exist with respect to the Shares subject to an Option, notwithstanding the exercise
                                            of the Option. The Company will issue (or cause to be issued) such Shares promptly after
                                            the Option is exercised. No adjustment will be made for a dividend or other right for which
                                            the record date is prior to the date the Shares are issued, except as provided in Section 13.
                                            No dividends or dividend equivalent rights shall be paid or accrued on Options.



 


		(ii)	Termination
                                            of Relationship as a Service Provider. If a Participant ceases to be a Service Provider
                                            other than upon the Participant’s termination as the result of the Participant’s
                                            death or Disability, the Participant may exercise his or her Option within such period of
                                            time as is specified in the Award Agreement to the extent that the Option is vested on the
                                            date of termination (but in no event later than the expiration of the term of such Option
                                            as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement,
                                            the Option will remain exercisable for three (3) months following the Participant’s
                                            termination of employment (but in no event later than the expiration of the term of such
                                            Option). Unless otherwise provided by the Administrator, if on the date of termination the
                                            Participant is not vested as to his or her entire Option, the unvested portion will terminate.
                                            If after termination the Participant does not exercise his or her Option within the time
                                            specified herein, the Option will terminate.



 






     


     


    

 


		(iii)	Disability
                                            of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s
                                            Disability, the Participant may exercise his or her Option within such period of time as
                                            is specified in the Award Agreement to the extent the Option is vested on the date of termination
                                            (but in no event later than the expiration of the term of such Option as set forth in the
                                            Award Agreement). In the absence of a specified time in the Award Agreement, the Option will
                                            remain exercisable for twelve (12) months following the Participant’s termination of employment (but in no event later than the expiration of the
term of such Option). Unless otherwise provided by the Administrator, if on the date of termination, the Participant is not vested as
to his or her entire Option, the unvested portion will terminate. If after termination the Participant does not exercise his or her Option
within the time specified herein, the Option will terminate.









 


		(iv)	Death
                                            of Participant. If a Participant dies while a Service Provider, the Option may be exercised
                                            following the Participant’s death within such period of time as is specified in the
                                            Award Agreement to the extent that the Option is vested on the date of death (but in no event
                                            may the Option be exercised later than the expiration of the term of such Option as set forth
                                            in the Award Agreement), by the Participant’s designated beneficiary, provided such
                                            beneficiary has been designated prior to Participant’s death in a form acceptable to
                                            the Administrator. If no such beneficiary has been designated by the Participant, then such
                                            Option may be exercised by the personal representative of the Participant’s estate
                                            or by the person(s) to whom the Option is transferred pursuant to the Participant’s
                                            will or in accordance with the laws of descent and distribution. In the absence of a specified
                                            time in the Award Agreement, the Option will remain exercisable for twelve (12) months following
                                            Participant’s death (but in no event later than the expiration of the term of such
                                            Option). Unless otherwise provided by the Administrator, if at the time of death Participant
                                            is not vested as to his or her entire Option, the unvested portion of the Option will terminate.
                                            If the Option is not so exercised within the time specified herein, the Option will terminate.



 


7.            Restricted
Stock.


 


(a)          Grant
of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant
Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.


 


(b)          Restricted
Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify any Period of Restriction,
the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine in accordance
with the terms and conditions of the Plan. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares
of Restricted Stock until the restrictions, if any, on such Shares have lapsed.


 


(c)          Transferability.
Except as provided in this Section or the Award Agreement, Shares of Restricted Stock may not be sold, transferred, pledged, assigned,
or otherwise alienated or hypothecated until the end of any applicable Period of Restriction.


 






     


     


    

 


(d)           Other
Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may
deem necessary or advisable.


 


(e)           Removal
of Restrictions. Except as otherwise provided in this Section, Shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan will be released from escrow as soon as practicable after the last day of any Period of Restriction or at such other
time as the Administrator may determine. The Administrator, in its discretion, may reduce or waive any restrictions for such Award or
accelerate the time at which any restrictions will lapse or be removed.


 


(f)           Voting
Rights as a Stockholder. During any Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder
may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.


 


(g)           Dividends
and Other Distributions. During any Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled
to receive all dividends and other distributions paid with respect to such Shares. However, all such dividends or distributions, whether
paid in Shares or cash, will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock
with respect to which they were paid, and if such Shares of Restricted Stock are forfeited to the Company, such dividends or other distributions
shall also be forfeited.


 


(h)           Return
of Restricted Stock to Company. Any Shares of Restricted Stock that do not vest in accordance with the terms of the Award Agreement
will revert to the Company.


 


8.           Restricted
Stock Units.


 


(a)           Grant.
Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator in accordance with the terms
and conditions of the Plan.


 





(b)           Restricted
Stock Unit Agreement. After the Administrator determines that it will grant Restricted Stock Units under the Plan, it will advise
the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted
Stock Units.


 


(c)           Vesting
Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which
the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant.


 


(d)           Earning
Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined
by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its
sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout and may accelerate the time at which any
restrictions will lapse or be removed.


 


(e)           Form and
Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the dates determined by the
Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may only settle earned Restricted Stock
Units in cash, Shares, or a combination of both, subject to the applicable Award Agreement.


 






     


     


    

 


(f)            Rights
as a Stockholder. Unless and until Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) in respect of earned Restricted Stock Units, no right to vote or receive dividends or other
distributions or any other rights as a stockholder will exist with respect to the Shares that may be subject to such Restricted Stock
Units. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued,
except as provided in Section 13 of the Plan. Notwithstanding the foregoing, if any Award Agreement provides for dividend equivalents
with respect to Restricted Stock Units, such dividend equivalents may be earned in Shares or cash but will be subject to the same restrictions
on transferability and forfeitability as the Restricted Stock Units with respect to which they relate and if the Restricted Stock Units
are forfeited to the Company such dividend equivalents shall also be forfeited.


 


(g)            Cancellation.
On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.


 


9.            Stock
Appreciation Rights.


 


(a)            Grant
of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Service
Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.


 


(b)            Stock
Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise
price, the term of the Stock Appreciation Right, the vesting and exercise restrictions, and such other terms and conditions as the Administrator,
in its sole discretion, will determine in accordance with the terms of the Plan. The Administrator, in its discretion, may reduce or
waive any restrictions for such Award or accelerate the time at which any restrictions will lapse or be removed.


 


(c)            Number
of Shares. The Administrator will have complete discretion to determine the number of Stock Appreciation Rights granted to any Service
Provider.


 


(d)            Exercise
Price and Other Terms. The per share exercise price for the Shares that will determine the amount of the payment to be issued upon
exercise of a Stock Appreciation Right will be determined by the Administrator and will be no less than one hundred percent (100%) of
the Fair Market Value per Share on the date of grant (other than in the case of Substitute Awards). Otherwise, the Administrator, subject
to the provisions of the Plan, will have complete discretion to determine the terms of Stock Appreciation Rights granted under the Plan.


 


(e)            Expiration
of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator,
in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules applicable to Options set
forth in Section 6(d) relating to the maximum term and Section 6(f) relating to exercise also will apply to Stock
Appreciation Rights.


 






     


     


    

 


(f)            Payment
of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment
from the Company in an amount determined by multiplying:


 


		(i)	The
                                            difference between the Fair Market Value of a Share on the date of exercise over the exercise
                                            price; by



 


		(ii)	The
                                            number of Shares with respect to which the Stock Appreciation Right is exercised.






 


At the discretion of the Administrator, the payment upon Stock Appreciation
Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof, subject to the applicable Award Agreement.


 


(g)            Rights
as a Stockholder. Unless and until Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) in respect of exercised Stock Appreciation Rights, no right to vote or receive dividends or
any other rights as a stockholder will exist with respect to the Shares that may be subject to such Stock Appreciation Rights. No adjustment
will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in
Section 13. No dividends or dividend equivalent rights shall be paid or accrued on Stock Appreciation Rights.


 


10.            Performance
Units and Performance Shares.


 


(a)            Grant
of Performance Units/Shares. Performance Units and Performance Shares may be granted to Service Providers at any time and from time
to time, as will be determined by the Administrator, in its sole discretion. Subject to the terms and conditions of the Plan, the Administrator
will have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant.


 


(b)            Performance
Unit/Share Agreement. Each Award of Performance Units or Performance Shares will be evidenced by an Award Agreement that will specify
the Performance Period (as defined below), the performance objectives, and such other terms and conditions as the Administrator, in its
sole discretion, will determine in accordance with the terms of the Plan.


 


(c)            Value
of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on or before
the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant.


 


(d)            Performance
Objectives and Other Terms. The Administrator will set any performance objectives or other vesting provisions (including, without
limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine
the number or value of Performance Units or Performance Shares that will be paid out to the Service Providers. The time period during
which any performance objectives or other vesting provisions must be met will be called the “Performance Period.” The Administrator
may set performance objectives based upon the achievement of Company-wide, divisional, business unit or individual goals (including,
without limitation, continued employment), applicable federal or state securities laws, or any other basis determined by the Administrator
in its discretion.


 






     


     


    

 


(e)            Earning
of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units or Performance Shares
will be entitled to receive a payout of the number of Performance Units or Performance Shares earned by the Participant over the Performance
Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have
been achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance
objectives or other vesting provisions for such Performance Unit or Performance Share and may accelerate the time at which any restrictions
will lapse or be removed.


 


(f)            Form and
Timing of Payment of Performance Units/Shares. Payment of earned Performance Units or Performance Shares will be made as soon as
practicable after the expiration of the applicable Performance Period or as otherwise provided in the applicable Award Agreement or as
required by Applicable Laws. The Administrator, in its sole discretion, may pay earned Performance Units or Performance Shares in the
form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units or Performance
Shares at the close of the applicable Performance Period) or in a combination thereof, subject to the applicable Award Agreement.


 


(g)            Rights
as a Stockholder. Unless and until Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) in respect of earned Performance Units or Performance Shares, no right to vote or receive dividends
or any other rights as a stockholder will exist with respect to the Shares that may be subject to such Performance Units or Performance
Shares. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued,
except as provided in Section 13. Notwithstanding the foregoing, if any Award Agreement provides for dividend equivalents with respect
to Performance Units or Performance Shares, such dividend equivalents may be earned in Shares or cash but will be subject to the same
performance conditions and restrictions on transferability and forfeitability as the Performance Units or Performance Shares with respect
to which they relate and if the Performance Unites or Performance Shares are not earned or forfeited to the Company such dividend equivalents
shall also be not earned or forfeited..


 


(h)            Cancellation
of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units or Performance
Shares will be forfeited to the Company.


 





11.            Leaves
of Absence/Transfer Between Locations. Unless the Administrator provides otherwise and except as required by Applicable Laws, vesting
of Awards granted hereunder will be suspended during any unpaid leave of absence. For purposes of Incentive Stock Options, no such leave
may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment
upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months following the first (1st) day
of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated
for tax purposes as a Nonstatutory Stock Option.


 






     


     


    

 


12.           Transferability
of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, hedged, transferred,
or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of
the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will not be transferable other
than for no consideration and will contain such additional terms and conditions as the Administrator deems appropriate.


 


13.           Adjustments;
Dissolution or Liquidation; Merger or Change in Control.


 


(a)           Adjustments.


 


		(i)	In
                                            the event that any extraordinary dividend or other distribution (whether in the form of cash,
                                            Shares, other securities, or other property), recapitalization, stock split, reverse stock
                                            split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase,
                                            or exchange of Shares or other securities of the Company, or other change in the corporate
                                            structure of the Company affecting the Shares occurs, the Administrator, in order to prevent
                                            diminution or enlargement of the benefits or potential benefits intended to be made available
                                            under the Plan, will adjust the number and class of shares that may be delivered under the
                                            Plan and the number, class, and price of shares covered by each outstanding Award and the
                                            numerical Share limits in Section 3.



 


		(ii)	Upon
                                            (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction
                                            described in the preceding clause (i) or a sale of all or substantially all of the business
                                            or assets of the Company as an entirety, unless specified otherwise in the applicable Award
                                            Agreement, the Administrator will equitably and proportionately adjust the performance objectives
                                            applicable to any then-outstanding performance-based Awards to the extent necessary to prevent
                                            diminution or enlargement of the benefits or potential benefits intended to be made available
                                            under the Plan with respect to such Awards.



 


		(iii)	It
                                            is intended that, if possible, any adjustments contemplated by the preceding clauses (i) and
                                            (ii) be made in a manner that satisfies applicable legal, tax (including, without limitation
                                            and as applicable in the circumstances, Code Sections 424 and 409A) and accounting (so
                                            as to not trigger any charge to earnings with respect to such adjustment) requirements.



 


(b)          Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant
as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised,
an Award will terminate immediately prior to the consummation of such proposed action.


 






     


     


    

 


(c)            Certain
Transactions. In the event of a merger, consolidation or similar transaction directly or indirectly involving the Company
(including a Change in Control), each outstanding Award will be treated as the Administrator determines (subject to the provisions
of the following paragraph) whether with or without a Participant’s consent, including, without limitation, that (i) such
Award will be assumed, or a substantially equivalent Award will be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices as set forth in Section 13(a);
(ii) (1) such Award will terminate in exchange for an amount of cash or property, if any, equal to the amount that would
have been attained upon the exercise of such Award or realization of the applicable Participant’s rights as of the date of the
occurrence of such transaction (and, for the avoidance of doubt, if as of the date of the occurrence of such transaction the
Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the
applicable Participant’s rights thereunder, then such Award may be terminated by the Company without payment), or
(2) such Awards will be replaced with other rights or property selected by the Administrator in its sole discretion;
(iii) modify the terms of such Awards to add events, conditions or circumstances (including termination of employment within a
specified period after such transaction) upon which the vesting of such Awards or lapse of restrictions thereon will accelerate;
(iv) deem any performance conditions satisfied at target, maximum or actual performance through closing or provide for the
performance conditions to continue (as is or as adjusted by the Administrator) after closing; (v) provide that for a period of
at least 20 days prior to the transaction, any Options or Stock Appreciation Rights that would not otherwise become exercisable
prior to the transaction will be exercisable as to all Common Stock subject thereto (but any such exercise will be contingent
upon and subject to the occurrence of the transaction and if the transaction does not take place within a specified period after
giving such notice for any reason whatsoever, the exercise will be null and void) and that any Stock Options or Stock Appreciation
Rights not exercised prior to the consummation of the transaction will terminate and be of no further force and effect as of the
consummation of the transaction or (vi) any combination of the foregoing. In taking any of the actions permitted under this
Section 13(c), the Administrator will not be obligated to treat all Awards, all Awards held by a Participant, all Awards of the
same type, or all portions of the same Award, similarly. In the event that the consideration paid in a transaction includes
contingent value rights, earnout or indemnity payments or similar payments, then the Administrator will determine if Awards settled
under clause (iii)(A) above are (a) valued at closing taking into account such contingent consideration (with the value
determined by the Administrator in its sole discretion) or (b) entitled to a share of such contingent consideration.


 


Without limiting the generality of the foregoing, unless the Administrator
determines otherwise or as otherwise provided in the applicable Award Agreement, if a Participant’s employment is terminated by
the Company or any successor entity thereto without Cause, or the Participant resigns his or her employment for Good Reason, in either
case, on or within two (2) years after a Change in Control, (i) each Award granted to such Participant prior to such Change
in Control will become fully vested (including the lapsing of all restrictions and conditions) and, as applicable, exercisable, with
any outstanding Performance Units or Performance Shares deemed earned at the level specified in the applicable Award Agreement, and (ii) any
Common Stock deliverable pursuant to Restricted Stock Units will be delivered promptly (but no later than 15 days) following such
Participant’s termination of employment. Notwithstanding anything in this Section 13(c) to the contrary, if a payment
under an Award Agreement is subject to Code Section 409A and if the change in control definition contained in the Award Agreement
or other agreement related to the Award does not comply with the definition of “change in control” for purposes of a distribution
under Code Section 409A, then any payment of an amount that is otherwise accelerated under this Section will be delayed until
the earliest time that such payment would be permissible under Code Section 409A without triggering any penalties applicable under
Code Section 409A.


 






     


     


    

 


14.            Tax.


 


(a)            Withholding
Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier time as any
tax withholding obligations are due, the Company will have the power and the right to deduct or withhold, or require a Participant to
remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s
FICA obligation) required to be withheld with respect to such Award (or exercise thereof).


 


(b)            Withholding
Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may
permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying cash, (ii) electing
to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the amount required to be withheld,
(iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld, or
(iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may
determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. The amount of the
withholding requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election
is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the
Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of
the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.


 


(c)            Compliance
with Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application
of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will not be subject
to the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion of the
Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of, or be exempt from, Code Section 409A
and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator.
To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be
granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment,
settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. If and to the extent
(i) any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in connection with
his or her employment termination constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A
and (ii) the Participant is a specified employee as defined in Code Section 409A(a)(2)(B)(i), in each case as determined by
the Company in accordance with its procedures, by which determinations the Participant (by accepting the Award) agrees that he or she
is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day
after the date of “separation from service” (as determined under Code Section 409A) (the “New Payment
Date”), except as Code Section 409A may then permit. The aggregate of any payments that otherwise would have been paid
to the Participant during the period between the date of separation from service and the New Payment Date shall be paid to the Participant
in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule.


 






     


     


    

 


(d)            No
Representations or Warranties. The Company makes no representations or warranty and shall have no liability to the Participant or
any other person if any provisions of or payments, compensation or other benefits under the Plan or any Award are determined to constitute
nonqualified deferred compensation subject to Code Section 409A but do not to satisfy the conditions of that section or the requirements
for exemption from that section. In no event shall the Company or the Administrator be liable for the payment of, or any gross up payment
in connection with, any taxes, penalties or interest owed by a Participant or any other person pursuant to Section 409A of the Code.


 


15.            No
Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing
the Participant’s relationship as a Service Provider with the Company or any of its Parent or Subsidiaries, nor will they interfere
in any way with the Participant’s right or the right of the Company or any of its Parent or Subsidiaries, as applicable, to terminate
such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.


 


16.            Date
of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting
such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant
within a reasonable time after the date of such grant.


 


17.            Term
of Plan. The Plan will become effective upon its approval by the stockholders of the Company in the manner and to the degree required
under Applicable Laws, and will continue in effect for a term of ten (10) years from the date of such approval, unless terminated
earlier under Section 18.


 


18.            Amendment
and Termination of the Plan.


 


(a)            Amendment
and Termination. The Board may at any time amend, alter, suspend or terminate the Plan provided that the Board shall not amend the
no-Repricing provision in Section 4(b).


 


(b)            Stockholder
Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws.


 


(c)            Effect
of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will materially adversely affect the
rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in
writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise
the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. No Awards shall
be granted pursuant to the Plan after such Plan termination or expiration, but outstanding Awards may extend beyond that date in accordance
with their applicable terms.


 






     


     


    

 


19.           Conditions
Upon Issuance of Shares.


 


(a)           If
the Administrator at any time determines that any Consent (as hereinafter defined) is necessary or desirable as a condition of, or in
connection with, the granting of any Award, the delivery of Shares or the delivery of any cash, securities or other property under the
Plan, or the taking of any other action thereunder (each such action a “Plan Action”), then, subject to Section 23,
such Plan Action will not be taken, in whole or in part, unless and until such Consent will have been effected or obtained to the full
satisfaction of the Administrator. The Administrator may direct that any stock certificate (or other appropriate document or evidence
of ownership) evidencing Shares delivered pursuant to the Plan will bear a legend setting forth such restrictions on transferability
as the Administrator may determine to be necessary or desirable, and may advise the transfer agent to place a stop transfer order against
any legended shares.


 


(b)            The
term “Consent” as used in this Section 19 with respect to any Plan Action includes:


 


		(i)	any
                                            and all listings, registrations or qualifications in respect thereof upon any securities
                                            exchange or under any federal, state, or local law, or law, rule or regulation of a
                                            jurisdiction outside the United States,



 


		(ii)	any
                                            and all written agreements and representations by the Participant with respect to the disposition
                                            of Shares, or with respect to any other matter, which the Administrator may deem necessary
                                            or desirable to comply with the terms of any such listing, registration or qualification
                                            or to obtain an exemption from the requirement that any such listing, qualification or registration
                                            be made,






 


		(iii)	any
                                            and all other consents, clearances and approvals in respect of a Plan Action by any governmental
                                            or other regulatory body or any stock exchange or self-regulatory agency,



 


		(iv)	any
                                            and all consents by the Participant to:



 


		1.	the
                                            Company’s supplying to any third party recordkeeper of the Plan such personal information
                                            as the Administrator deems advisable to administer the Plan,



 


		2.	the
                                            Company’s deducting amounts from the Participant’s wages, or another arrangement
                                            satisfactory to the Administrator, to reimburse the Company for advances made on the Participant’s
                                            behalf to satisfy certain withholding and other tax obligations in connection with an Award,



 


		3.	the
                                            Company’s imposing sales and transfer procedures and restrictions and hedging restrictions
                                            on Shares delivered under the Plan and



 






     


     


    

 


		4.	any
                                            and all consents or authorizations required to comply with, or required to be obtained under,
                                            applicable local law or otherwise required by the Administrator.



 


Nothing herein will require the Company to list, register or qualify
the Shares on any securities exchange.


 


20.            Inability
to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction or to complete
or comply with the requirements of any registration or other qualification of the Shares under any state, federal or non U.S. law or
under the rules and regulations of the Securities and Exchange Commission, the stock exchange on which Shares of the same class
are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is
deemed by the Company’s counsel to be necessary or advisable for the issuance and sale of any Shares hereunder, will relieve the
Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority, registration, qualification
or rule compliance will not have been obtained.


 


21.            Forfeiture
Events. Certain Participants and any Awards held by them may be subject to any clawback policy of the Company currently in effect
or that may be established and amended from time to time (the “Clawback Policy”), or other forfeiture, return or reimbursement
obligations arising under Applicable Laws. The Administrator may require such Participants to forfeit, return or reimburse to the Company
all or a portion of their Awards and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as necessary or appropriate
to comply with Applicable Laws.


 


22.            Offset.
The Company will have the right to offset against its obligation to deliver Shares (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 the Company and any amounts the Administrator otherwise deems appropriate pursuant
to any tax equalization policy or agreement. Notwithstanding the foregoing, if an Award provides for the deferral of compensation within
the meaning of Section 409A of the Code, the Administrator will have no right to offset against its obligation to deliver Shares
(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.


 


23.            Governing
Law. THE PLAN AND ALL AWARDS MADE AND ACTIONS TAKEN THEREUNDER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.


 


24.            Disputes.


 


(a)            The
Company and each Participant, as a condition to such Participant’s participation in the Plan, hereby irrevocably submit to final
and binding arbitration as the sole method of resolving any Covered Disputes between the Participant and the Company (or its affiliates
or other employees).


 






     


     


    

 


(b)            Neither
the Company nor any Participant will commence or pursue any litigation against the other on any claim or cause of action that is a Covered
Dispute.


 


(c)            Any
arbitration under the Plan shall be governed by the Commercial Arbitration Rules of the American Arbitration Association (“AAA”)
then in effect, subject to the provisions of the Plan. All arbitration fees payable to the AAA shall be apportioned as required by the
AAA Rules, or as ordered by the arbitrator. If, however, the Covered Dispute is an employment dispute, then the AAA Employment Arbitration
Rules shall instead apply. If there is any dispute over which set of rules applies, the arbitrator shall decide.





 


(d)            THE
PARTIES UNDERSTAND AND AGREE THAT THEY ARE WAIVING ALL RIGHTS THEY MAY HAVE TO PRESENT ANY COVERED DISPUTES AGAINST EACH OTHER TO
A JURY OR IN COURT.


 


(e)            THE
PARTIES MAY BRING CLAIMS AGAINST ONE ANOTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS REPRESENTATIVE, OR
MEMBER OF ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR AGGREGATE PROCEEDING. THE PARTIES EXPRESSLY WAIVE THE RIGHT TO BRING, OR
PARTICIPATE IN, ANY CLAIM AS PART OF ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR AGGREGATE PROCEEDING. THE ARBITRATOR SHALL NOT CONSOLIDATE
PROCEEDINGS INVOLVING MORE THAN ONE PERSON’S CLAIMS AND SHALL NOT AUTHORIZE OR PRESIDE OVER ANY FORM OF A CLASS, COLLECTIVE,
REPRESENTATIVE, OR AGGREGATE PROCEEDING.


 


(f)            The
arbitrator shall have the power to award compensatory and punitive damages, to award preliminary and injunctive relief, and to make any
other award the arbitrator deems is necessary to a just and efficient resolution of any dispute. In the event the arbitrator awards preliminary
injunctive relief, the arbitrator shall have the power to award damages, including punitive damages, for any breach of any preliminary
injunction.


 


(g)            The
arbitrator shall have the power to determine his or her own jurisdiction (subject to the limitations of Section 24(e)), and any
claim that any dispute, claim or cause of action is not subject to arbitration shall be submitted for final resolution to the arbitrator;
except that any dispute over the enforceability or validity of the prohibition on class, collective, representative, aggregate
or group actions shall be decided by a court and not the arbitrator. In the event that a court were to determine that a class, collective,
aggregate, or group action could proceed (despite the prohibition in this Section 24), then such resulting action must be
brought and maintained in a court, not before an arbitrator. Any claims or disputes regarding the payment of costs for the arbitrator,
the administrator, or the forum for arbitration, including the timing of such payments, the remedies for nonpayment and whether the costs
are unconscionable under applicable law, shall be determined exclusively by an arbitrator, and not by any court.


 






     


     


    

 


(h)            Each
Participant, as a condition to such Participant’s participation in the Plan, agrees to keep confidential the existence of, and
any information concerning, a dispute, controversy or claim described in this Section 24, except that a Participant may disclose
information concerning such dispute, controversy or claim to the court that is considering such dispute, controversy or claim or to such
Participant’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to
the prosecution or defense of the dispute, controversy or claim). This provision shall not apply to circumstances in which applicable
law would deem it prohibited or unenforceable.


 


(i)            If
any portion of this Section 24 is deemed invalid, illegal, or unenforceable, then the narrowest possible portion of this
Section 24 shall be reformed or, if such reformation does not occur, shall be severed; but the remainder of this Section 24
shall remain in full force and effect.


 


(j)            This
Section 24 shall survive termination of employment.