**
**Exhibit 4.11**

**POLESTAR AUTOMOTIVE HOLDING UK PLC**

 

 

**2022 EMPLOYEESTOCK PURCHASE PLAN**

 

 

**ARTICLE 1**

**PURPOSE**

The Plan’s purpose is to assist employees of the Company and its Designated Companies in acquiring a share ownership interest inthe Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries and Affiliates. 

The Plan consists of two components: the Section 423 Component and the Non-Section 423Component. The Section 423 Component is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and shall be administered, interpreted and construed in a manner consistent with the requirements ofSection 423 of the Code. In addition, this Plan authorizes the grant of Options under the Non-Section 423 Component, which need not qualify as Options granted pursuant to an “employee stockpurchase plan” under Section 423 of the Code; such Options granted under the Non-Section 423 Component shall be granted pursuant to separate Offerings containing such sub-plans, appendices, rules or procedures as may be adopted by the Administrator and designed to achieve tax, securities laws or other objectives for Eligible Employees and the Designated Companiesin locations within or outside of the United States. Except as otherwise provided herein or determined by the Administrator, the Non-Section 423 Component will operate and be administered in the samemanner as the Section 423 Component. Offerings intended to be made under the Non-Section 423 Component will be designated as such by the Administrator at or prior to the time of such Offering.

For purposes of this Plan, the Administrator may designate separate Offerings under the Plan, the terms of which need not be identical,in which Eligible Employees will participate, even if the dates of the applicable Offering Period(s) in each such Offering is identical, *provided* that the terms of participation are the same within each separate Offering under theSection 423 Component as determined under Section 423 of the Code. Solely by way of example and without limiting the foregoing, the Company could, but shall not be required to, provide for simultaneous Offerings under the Section 423Component and the Non-Section 423 Component of the Plan. 

**ARTICLE 2**

**DEFINITIONS**

As used inthe Plan, the following words and phrases have the meanings specified below, unless the context clearly indicates otherwise: 

2.1.“**Administrator**” means the Committee, or such individuals to which authority to administer the Plan has been delegated under Section 7.1 hereof. 
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2.2. “**Affiliate**” means any Person that directly or indirectlycontrols, is controlled by, or is under common control with the Company. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any Person,means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or other securities, appointing a majority of the board of directors,by contract, or otherwise. 

2.3. “**Agent**” means the brokerage firm, bank or other financial institution, entity orperson(s), if any, engaged, retained, appointed or authorized to act as the agent of the Company or an Employee with regard to the Plan. 

2.4. “**Applicable Law**” means the requirements relating to the administration of the Plan under U.S. state corporatelaw, U.S. federal and state securities laws, the rules of any stock exchange or quotation system on which the shares are listed or quoted, the laws of England and Wales, and any other applicable laws, including tax laws, of any U.S. or non-U.S. jurisdictions. 

2.5. “**Board**” means the Board of Directors of theCompany. 

2.6. “**Broker**” means the financial institution designated by the Company to act as Broker for the Plan.

2.7. “**Business Combination Agreement**” means that certain Business Combination Agreement by and among GoresGuggenheim, Inc., Polestar Automotive Holding Limited, Polestar Automotive (Singapore) Pte. Ltd., Polestar Holding AB, Polestar Automotive Holding UK Limited and PAH UK Merger Sub Inc., dated as of September 27, 2021. 

2.8. “**Class******** A ADS**” means one American depositary share of the Company duly andvalidly issued against the deposit with the depositary of an underlying Class A Share. 

2.9.“**Class******** A Share**” means a Class A ordinary share in the share capital of the Company (and any shares or other securities into which such Class A Shares may be converted or into whichthey may be exchanged). 

2.10. “**Code**” means the Internal Revenue Code of 1986, as amended, and any successorthereto. Reference in the Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations, or guidance. 

2.11. “**Committee**” means any committee of the Board duly authorized by the Board to administer the Plan. If nocommittee is duly authorized by the Board to administer the Plan, the term “Committee” shall be deemed to refer to the Board for all purposes under the Plan. The Board may abolish any Committee orre-vest in itself any previously delegated authority from time to time, and will retain the right to exercise the authority of the Committee to the extent consistent with Applicable Law. 

 
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2.12. “**Company**” means Polestar Automotive Holding UK PLC, a publiclimited company incorporated under the laws of England and Wales, and any successor thereto. 

2.13. “**Compensation**”of an Employee means the gross base compensation received by such Employee as compensation for services to the Company or any Designated Company, including base salary, wages, prior week adjustment and overtime payments, commissions, annualincentive compensation or other payments made under any annual bonus program, vacation pay, holiday pay, jury duty pay, funeral leave pay, and military leave pay but excluding payments made under any special orone-time bonus programs (*e.g.*, retention or sign-on bonuses), education or tuition reimbursements, travel expenses, business and moving reimbursements (includingtax gross ups and taxable mileage allowance), imputed income arising under any group insurance or benefit program, income received in connection with any share options, share appreciation rights, restricted shares, restricted share units or othercompensatory equity awards, fringe benefits, other special payments and all contributions made by the Company or any Designated Subsidiary for the Employee’s benefit under any employee benefit plan now or hereafter established. TheAdministrator, in its discretion, may establish a different definition of Compensation for an Offering, which for the Section 423 Component shall apply on a uniform and nondiscriminatory basis. Further, the Administrator will have discretion todetermine the application of this definition to Eligible Employees outside the United States. 

2.14. “**DesignatedCompany**” means each Affiliate and Subsidiary, including any Affiliate and Subsidiary in existence on the Effective Date and any Affiliate and Subsidiary formed or acquired following the Effective Date, that has been designated by theAdministrator from time to time in its sole discretion as eligible to participate in the Plan, in accordance with Section 7.2 hereof, such designation to specify whether such participation is in the Section 423 Component or Non-Section 423 Component. A Designated Company may participate in either the Section 423 Component or Non-Section 423 Component, but not both.Notwithstanding the foregoing, if any Affiliate or Subsidiary is disregarded for U.S. federal income tax purposes in respect of the Company or any Designated Company participating in the Section 423 Component, then such disregarded Affiliate orSubsidiary shall automatically be a Designated Company participating in the Section 423 Component. If any Affiliate or Subsidiary is disregarded for U.S. federal income tax purposes in respect of any Designated Company participating in the Non-Section 423 Component, the Administrator may exclude such Affiliate or Subsidiary from participating in the Plan, notwithstanding that the Designated Company in respect of which such Affiliate orSubsidiary is disregarded may participate in the Plan. 

2.15. “**Effective Date**” means the date the Plan is adoptedby the Board, subject to approval of the Company’s shareholders. 

2.16. “**Eligible Employee**” means anyEmployee of the Company or a Designated Company, except that the Administrator may exclude any or all of the following unless prohibited by applicable law, Employees: 

 
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(a) who have been employed fewer than two years, or such shorter period as may be determinedby the Administrator in its discretion; 

(b) whose customary employment is not more than five months in a calendar year; 

(c) who are not employed by the Company or a Designated Company prior to the applicable Enrollment Date; 

(d) any Employee who is a “highly compensated employee” of the Company or any Designated Company (within the meaning ofSection 414(q) of the Code), or that is such a “highly compensated employee” (A) with compensation above a specified level, (B) who is an officer or (C) who is subject to the disclosure requirements of Section 16(a) ofthe Exchange Act; or 

(e) any Employee who is a citizen or resident of a jurisdiction outside the United States (without regard to whetherthey are also a citizen of the United States or a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code)) if either (A) the grant of the Option is prohibited under the laws of the jurisdiction governing such Employee, or(B) compliance with the laws of the jurisdiction would cause the Section 423 Component, any Offering thereunder or an Option granted thereunder to violate the requirements of Section 423 of the Code; *provided* that anyexclusion shall be applied in an identical manner under each Offering to all Employees in accordance with Treas. Reg. § 1.423-2(e).

Notwithstanding the foregoing, any Employee who, after the granting of the Option, would be deemed for purposes of Section 423(b)(3) of the Code topossess 5% or more of the total combined voting power or value of all classes of shares of the Company or any Subsidiary shall not be an Eligible Employee. For purposes of the preceding sentence, the rules of Section 424(d) of the Code withregard to the attribution of share ownership shall apply in determining the share ownership of an individual, and shares which an Employee may purchase under outstanding options shall be treated as shares owned by the Employee. 

Further, with respect to the Non-Section 423 Component, (a) the Administrator may limit eligibilityfurther within a Designated Company so as to only designate some Employees of a Designated Company as Eligible Employees, and (b) to the extent any restrictions in this definition are not consistent with applicable local laws, the applicablelocal laws shall control. 

2.17. “**Employee**” means any person who renders services to the Company or a DesignatedCompany in the status of an employee within the meaning of Section 3401(c) of the Code. “Employee” shall not include any director of the Company or a Designated Company who does not render services to the Company or a DesignatedCompany in the status of an employee within the meaning of Section 3401(c) of the Code. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on military leave, sick leave or otherleave of absence approved by the Company or a Designated Company and meeting the requirements of Treas. Reg. § 1.421-1(h)(2). Where the period of leave exceeds three months, or such other periodspecified in Treas. Reg. § 1.421-1(h)(2), and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to haveterminated on the first day immediately following such three (3)-month period, or such other period specified in Treas. Reg. § 1.421-1(h)(2).

 
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2.18. “**Enrollment Date**” means the first date of each OfferingPeriod. 

2.19. “**Exercise Date**” means the last day of each Purchase Period, except as provided in Section 5.2hereof. 

2.20. “**Exchange Act**” means the U.S. Securities Exchange Act of 1934, as amended. Reference to a specificsection of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending,supplementing, or superseding such section or regulation. 

2.21. “**Fair Market Value**” means, for purposes of thePlan, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder or as otherwise permitted by applicable law and determined by the Committee, as of any date and except as provided below, the last salesprice reported for the Shares on the applicable date: (a) as reported on the principal national securities exchange in the United States on which it is then traded or (b) if the Shares are not traded, listed, or otherwise reported orquoted, the Committee shall determine in good faith the Fair Market Value in whatever manner it considers appropriate taking into account the requirements of Section 409A of the Code. 

2.22. “**Grant Date**” means the first day of an Offering Period. 

2.23. “**Matching Date**” means, if the Committee, in its sole discretion, determines to credit Match Shares to aParticipant, the date during the calendar month following the annual anniversary of the applicable Quarter End on which Match Shares are credited to the Participant’s Share Account. 

2.24. “**Match Price**” means the closing price of a Share on the Wednesday preceding the Matching Date (or on such otherdate during the week that includes the Matching Date, as determined by the Company). 

2.25. “**Match Shares**” meansthe Shares credited to a Participant’s Share Account pursuant to Appendix A of the Plan. 

2.26. “**New ExerciseDate**” has the meaning set forth in Section 5.2(b) hereof. 

2.27.“**Non-Section******** 423 Component**” means those Offerings under the Plan, together withthe sub-plans, appendices, rules or procedures, if any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which Options may be granted to Eligible Employees that need notsatisfy the requirements for Options granted pursuant to an “employee stock purchase plan” that are set forth under Section 423 of the Code. 

 
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2.28. “**Offering**” means an offer under the Plan of an Option that maybe exercised during an Offering Period as further described in Article 4 hereof. Unless otherwise specified by the Administrator, each Offering to the Eligible Employees shall be deemed a separate Offering, even if the dates and other terms of theapplicable Purchase Periods of each such Offering are identical and the provisions of the Plan will separately apply to each Offering. To the extent permitted by Treas. Reg. § 1.423-2(a)(1), theterms of each separate Offering under the Section 423 Component need not be identical, *provided* that the terms of the Section 423 Component and an Offering thereunder together satisfy Treas. Reg.§ 1.423-2(a)(2) and (a)(3). 

2.29. “**Offering Period**” meansone or more periods to be selected by the Administrator, in its sole discretion, and with respect to which Options shall be granted to Participants. The duration and timing of Offering Periods may be established or changed by the Administrator atany time, in its sole discretion and may consist of one or more Purchase Periods. Notwithstanding the foregoing, in no event may an Offering Period exceed 27 months. 

2.30. “**Option**” means the right to purchase Shares pursuant to the Plan during each Offering Period. 

2.31. “**Option Price**” means the purchase price of a Share hereunder as provided in Section 4.2 hereof. 

2.32. “**Parent**” means any entity that is a parent corporation of the Company within the meaning of Section 424(e)of the Code. 

2.33. “**Participant**” means any Eligible Employee who elects to participate in the Plan. 

2.34. “**Payday**” means the regular and recurring established day for payment of Compensation to an Employee. 

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

2.36. “**Plan**” means this Employee Stock Purchase Plan, including both the Section 423Component and Non-Section 423 Component and any other sub-plans or appendices hereto, as amended from time to time. 

2.37. “**Plan Account**” means a bookkeeping account established and maintained by the Company in the name of eachParticipant. 

2.38. “**Purchase Period**” means each consecutive six (6)-month period commencing on such months withineach Offering Period as established by the Administrator. The duration and timing of Purchase Periods may be established or changed by the Administrator at any time, in its sole discretion. Notwithstanding the foregoing, in no event may a PurchasePeriod exceed the duration of the Offering Period under which it is established. 

2.39. “**Quarter**” means, withrespect to each calendar year during which the Plan is in effect, the following four calendar quarters: January 1 through March 31, April 1 through June 30, July through September 30 and October 1 through December 31.The duration and timing of the Quarter may be established or changed by the Administrator at any time, in its sole discretion. 

 
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2.40. “**Quarter End**” means the last day of each Quarter (i.e.,March 31, June 30, September 30 or December 31). The timing of the Quarter End may be established or changed by the Administrator at any time, in its sole discretion. 

2.41. “**Section******** 409A**” means Section 409A of the Code, and the U.S. Department ofTreasury Regulations and other interpretive guidance issued thereunder. 

2.42. “**Section******** 423Component**” means those Offerings under the Plan that are intended to meet the requirements under Section 423(b) of the Code. 

2.43. “**Shares**” means any Class A Shares and/or Class A ADSs, as the context may require (and in either case,as determined by the Administrator in its discretion), and such other securities as may be substituted for such Shares pursuant to Section 5.2 hereof. 

2.44. “**Share Account**” means an account maintained in the Participant’s name at a stock brokerage or otherfinancial services firm designated by the Company. 

2.45. “**Subsidiary**” means any entity that is a subsidiarycorporation of the Company within the meaning of Section 424(f) of the Code. 

2.46.“**Tax-Related******** Items**” means any U.S. and non-U.S. federal, provincial, state and/or local taxes(including, without limitation, income tax, social insurance contributions, fringe benefit tax, employment tax, stamp tax and any employer tax liability which has been transferred to a Participant) for which a Participant is liable in connectionwith his or her participation in the Plan. 

2.47. “**Treas. Reg.**” means U.S. Department of the Treasury regulations.

2.48. “**Withdrawal Election**” has the meaning set forth in Section 6.1(a) hereof. 

**ARTICLE 3**

**PARTICIPATION**

3.1. Eligibility. 

(a) Any Eligible Employee who is employed by the Company or a Designated Company on a given Enrollment Date for an Offering Period shall beeligible to participate in the Plan during such Offering Period, subject to the requirements of Articles 4 and 5 hereof, and, for the Section 423 Component, the limitations imposed by Section 423(b) of the Code. 

(b) No Eligible Employee shall be granted an Option under the Section 423 Component which permits the Participant’s rights topurchase Shares under the Plan, and to purchase shares under all other employee stock purchase plans of the Company, any Parent or any Subsidiary subject to Section 423 of the Code, to accrue at a rate which exceeds $25,000 of fair market valueof such shares (determined at the time such Option is granted) for each calendar year in which such Option is outstanding at any time. The limitation under this Section 3.1(b) shall be applied in accordance with Section 423(b)(8) of theCode. 

 
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3.2. Election to Participate; Payroll Deductions. 

(a) Each individual who is an Eligible Employee as of an Offering Period’s Enrollment Date may elect to participate in such OfferingPeriod and the Plan by delivering to the Company or an Agent designated by the Company an enrollment form including a payroll deduction authorization (which may be in an electronic format or such other method as determined by the Company inaccordance with the Company’s practices) (a “**Participation Election**”) no later than the period of time prior to the applicable Enrollment Date determined by the Administrator, in its sole discretion. Except as providedin Section 3.2(e) hereof, an Eligible Employee may participate in the Plan only by means of payroll deduction. 

(b) Subject toSection 3.1(b) hereof and except as may otherwise be determined by the Administrator, payroll deductions (i) shall equal at least 1% of the Participant’s Compensation as of each Payday of the Offering Period following the EnrollmentDate, but not more than 5%**** of the Participant’s Compensation as of each Payday of the Offering Period following the Enrollment Date; and (ii) shall be expressed as a whole number percentage. Subject to Section 3.2(e)hereof, amounts deducted from a Participant’s Compensation with respect to an Offering Period pursuant to this Section 3.2 shall be deducted each Payday through payroll deduction and credited to the Participant’s Plan Account. 

(c) Unless otherwise determined by the Administrator, following at least one payroll deduction, a Participant may increase or decrease thepercentage of Compensation or the fixed dollar amount designated in his or her enrollment form, subject to the limits of this Section 3.2, or may suspend his or her payroll deductions, at any time during an Offering Period; *provided*,*however*, that the Administrator may limit the number of changes a Participant may make to his or her payroll deduction elections during each Offering Period in the applicable Offering (and in the absence of any specific designation by theAdministrator, a Participant shall be allowed one change to his or her payroll deduction elections during each Offering Period). Any such change or suspension of payroll deductions shall be effective with the first full payroll period following tenbusiness days after the Company’s receipt of the new enrollment form (or such shorter or longer period as may be specified by the Administrator in the applicable Offering). In the event a Participant suspends his or her payroll deductions, suchParticipant’s cumulative payroll deductions prior to the suspension shall remain in his or her account and shall be applied to the purchase of Shares on the next occurring Exercise Date and shall not be paid to such Participant unless he or shewithdraws from participation in the Plan pursuant to Section 6.1. 

(d) Upon the completion of an Offering Period, each Participant insuch Offering Period shall automatically participate in the immediately following Offering Period at the same payroll deduction percentage as in effect at the termination of such Offering Period, unless such Participant delivers to the Company or anAgent designated by the Company a different Participation Election with respect to the successive Offering Period in accordance with Section 3.2(a) hereof, or unless such Participant becomes ineligible for participation in the Plan. 

 
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(e) Notwithstanding any other provisions of the Plan to the contrary, in non-U.S. jurisdictions where participation in the Plan through payroll deductions is prohibited or otherwise problematic under applicable local laws (as determined by the Administrator in its solediscretion), the Administrator may provide that an Eligible Employee may elect to participate through contributions to the Participant’s Plan Account in a form acceptable to the Administrator in lieu of or in addition to payroll deductions;*provided*, *however*, that, for any Offering under the Section 423 Component, the Administrator must determine that any alternative method of contribution is applied on an equal and uniform basis to all Eligible Employees in theOffering. Any reference to “payroll deductions” in this Section 3.2 (or in any other section of the Plan) will similarly cover contributions by other means made pursuant to this Section 3.2(e). 

**ARTICLE 4**

**PURCHASE OFSHARES**

4.1. Grant of Option. The Company may make one or more Offerings under the Plan, which may be successive or overlappingwith one another, until the earlier of: (i) the date on which all Shares available under the Plan have been purchased or (ii) the date on which the Plan is suspended or terminates. No Offering shall commence prior to the date on which theCompany’s registration statement on Form S-8 is filed with the U.S. Securities and Exchange Commission in respect of the Plan. The Administrator shall designate the terms and conditions of eachOffering in writing, including without limitation, the Offering Period and the Purchase Periods. Each Participant shall be granted an Option with respect to an Offering Period on the applicable Grant Date. Subject to the limitations ofSection 3.1(b) hereof, the number of Shares subject to a Participant’s Option shall be determined by dividing (a) such Participant’s payroll deductions accumulated prior to an Exercise Date and retained in the Participant’sPlan Account on such Exercise Date by (b) the applicable Option Price; *provided* that in the case of the Section 423 Component only, in no event shall a Participant be permitted to purchase during each Offering Period morethan 25,000 Shares (subject to any adjustment pursuant to Section 5.2 hereof). The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of Shares that aParticipant may purchase during any Purchase Periods under such future Offering Periods. Each Option shall expire on the last Exercise Date for the applicable Offering Period immediately after the automatic exercise of the Option in accordance withSection 4.3 hereof, unless such Option terminates earlier in accordance with Article 6 hereof. 

4.2. Option Price. The OptionPrice shall equal not less than 85% of the lesser of the Fair Market Value of a Share on (a) the applicable Grant Date and (b) the applicable Exercise Date, or such other price designated by the Administrator. 

4.3. Purchase of Shares. 

(a) On each Exercise Date for an Offering Period, each Participant shall automatically and without any action on such Participant’s partbe deemed to have exercised the Participant’s Option to purchase at the applicable Option Price the largest number of whole Shares which can be purchased with the amount in the Participant’s Plan Account, subject to the limitations setforth in the Plan. Unless otherwise determined by the Administrator in advance of an Offering or in accordance with applicable law, any balance that is remaining in the Participant’s Plan Account (after exercise of such Participant’sOption) as of the Exercise Date shall be carried forward into the next Offering Period, unless the Participant has properly elected to withdraw from the Plan, has ceased to be an Eligible Employee or with respect to the maximum limitations set forthin Section 3.1(b) and Section 4.1. Any balance not carried forward to the next Offering Period in accordance with the prior sentence shall promptly be refunded as soon as administratively practicable to the applicable Participant. 

 
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(b) As soon as practicable following each Exercise Date, the number of Shares purchased bysuch Participant pursuant to Section 4.3(a) hereof shall be delivered (either in share certificate or book entry form), in the Company’s sole discretion, to either (i) the Participant or (ii) if applicable, the Participant’sShare Account. The Company may require that shares be retained in such Share Account or with such stock brokerage or other financial services firm for a designated period of time and/or may establish procedures to permit tracking of disqualifyingdispositions of such shares. 

4.4. Transferability of Rights. An Option granted under the Plan shall not be transferable, otherthan by will or the applicable laws of descent and distribution, and is exercisable during the Participant’s lifetime only by the Participant. No option or interest or right to the Option shall be available to pay off any debts, contracts orengagements of the Participant or the Participant’s successors in interest or shall be subject to disposition by pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law byjudgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempt at disposition of the Option shall have no effect. Without limiting the foregoing, the Options will not be offered or sold bymeans of any document, other than: (i) to “qualified investors” for the purposes of the Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and any rules made or promulgated thereunder, (ii) in othercircumstances which do not result in a requirement for the publication of a “prospectus” as defined in the Prospectus Regulation and/or Financial Services Act 2001 (the “FSMA”) or which do not constitute an offer to thepublic within the meaning thereof or (iii) which would not be prohibited by section 21(1) of FSMA. 

4.5. Share Registry andCertificates. Promptly following completion of the allotment and issuance of any Options to a Participant pursuant to this Plan, the Company shall: (a) procure that the Participant and the relevant number of Options allotted and issued tosuch Participant pursuant to this Plan are entered into the register of members (or such other relevant register) of the Company: (b) complete and despatch to such Participant the relevant certificates for such allotted and issued Options; and(c) procure that all applicable corporate, governmental and regulatory filings in connection with such allotment and issuance of Shares are promptly made and submitted in accordance with Applicable Law. 

**ARTICLE 5**

**PROVISIONSRELATING TO COMMON SHARES**

5.1. Shares Reserved. Subject to adjustment as provided in Section 5.2 hereof, the aggregatenumber of Shares that may be issued pursuant to rights granted under the Plan shall be 2,000,000 shares (the “Absolute Share Limit”); *provided*, the Absolute Share Limit may, but need not be, issued pursuant to Options grantedunder the Section 423 Component; and *provided*, *further*, that, subject to adjustment as provided in Section 5.2 hereof, the Absolute Share Limit 

 
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shall be automatically increased on the first day of each fiscal year following the fiscal year in which the Effective Date falls in an amount equal to the least of (x) 0.1% of the total numberof ListCo Shares (as defined in the Business Combination Agreement) outstanding on the last day of the immediately preceding fiscal year, (y) a lower number of ListCo Shares as determined by the Board and (z) 2,000,000. Shares made availablefor sale under the Plan may be authorized but unissued shares or treasury Shares; *provided*, that under the Non-Section 423 Component, Shares may be purchased by the Broker on the open market on theParticipant’s behalf. If any right granted under the Plan shall for any reason terminate without having been exercised, the Shares not purchased under such right shall again become available for issuance under the Plan. 

5.2. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale. 

(a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of Shares which have beenauthorized for issuance under the Plan but not yet placed under Option (or, with respect to Match Shares, not yet posted to the Participant’s Share Account), as well as the price per share and the number of Shares covered by each Option underthe Plan which has not yet been exercised shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a share split, reverse share split, share dividend, combination, amalgamation, consolidation,reorganization, arrangement or reclassification of the Shares, or any other increase or decrease in the number Shares effected without receipt of consideration by the Company;* provided*,* however*, that conversion of anyconvertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding andconclusive. Except as expressly provided herein, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number orprice of shares of Shares subject to an Option. 

(b) Dissolution or Liquidation. In the event of the proposed dissolution orliquidation of the Company, the Offering Periods then in progress shall be shortened by setting a new Exercise Date (the “**New Exercise Date**”), and shall terminate immediately prior to the consummation of such proposeddissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date shall be before the date of the Company’s proposed dissolution or liquidation. The Administrator shall notify each Participant in writing, atleast ten business days prior to the New Exercise Date, that the Exercise Date for the Participant’s Option has been changed to the New Exercise Date and that the Participant’s Option shall be exercised automatically on the NewExercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 6.1 hereof or the Participant has ceased to be an Eligible Employee as provided in Section 6.2 hereof. 

(c) Merger, Share Sale or Asset Sale. In the event of a proposed sale of all or substantially all of the shares or assets of theCompany, or the merger of the Company with or into another corporation, each outstanding Option shall be assumed or an equivalent Option substituted by the successor corporation or a parent or subsidiary of the successor corporation. If thesuccessor 

 
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corporation refuses to assume or substitute for the Option, any Offering Periods then in progress shall be shortened by setting a New Exercise Date and any Offering Periods then in progress shallend on the New Exercise Date. The New Exercise Date shall be before the date of the Company’s proposed sale or merger. The Administrator shall notify each Participant in writing, at least ten business days prior to the New Exercise Date, thatthe Exercise Date for the Participant’s Option has been changed to the New Exercise Date and that the Participant’s Option shall be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawnfrom the Offering Period as provided in Section 6.1 hereof or the Participant has ceased to be an Eligible Employee as provided in Section 6.2 hereof. 

5.3. Insufficient Shares. If the Administrator determines that, on a given Exercise Date or Matching Date, as applicable, the number ofShares with respect to which Options are to be exercised or subject to Match Shares may exceed the number of Shares remaining available for sale or issuance under the Plan on such Exercise Date or Matching Date, the Administrator shall make a prorata allocation of the Shares available for issuance on such Exercise Date or Matching Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all Participantsexercising Options to purchase Shares on such Exercise Date or eligible to receive Match Shares on such Matching Date, and unless additional shares are authorized for issuance under the Plan, no further Offering Periods or Matching Dates shall takeplace and the Plan shall terminate pursuant to Section 7.5 hereof. If an Offering Period is so terminated, then the balance of the amount credited to the Participant’s Plan Account which has not been applied to the purchase of Shares shallbe paid to such Participant in one lump sum in cash within 30 days after such Exercise Date, without any interest thereon (except as may be required by applicable local laws). 

5.4. Rights as Shareholders. With respect to Shares subject to an Option or Match Shares, a Participant shall not be deemed to be ashareholder of the Company and shall not have any of the rights or privileges of a shareholder. A Participant shall have the rights and privileges of a shareholder of the Company when, but not until, the Shares have been delivered to the Participantor deposited in the designated brokerage account following exercise of the Participant’s Option or the Matching Date, as applicable. 

 
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**ARTICLE 6**

**TERMINATION OF PARTICIPATION**

6.1. Cessation of Contributions; Voluntary Withdrawal. 

(a) A Participant may cease payroll deductions during an Offering Period and elect to withdraw from the Plan by delivering written notice ofsuch election to the Company or an Agent designated by the Company in such form and at such time prior to the Exercise Date for such Offering Period as may be established by the Administrator (a “**Withdrawal Election**”). In theevent a Participant elects to withdraw from the Plan, amounts then credited to such Participant’s Plan Account shall be returned to the Participant in one lump-sum payment in cash within 30 daysafter such election is received by the Company, without any interest thereon (except as may be required by applicable local laws), and the Participant shall cease to participate in the Plan and the Participant’s Option for such Offering Periodshall terminate upon receipt of the Withdrawal Election.** **

(b) A Participant’s withdrawal from the Plan shall not haveany effect upon the Participant’s eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which theParticipant withdraws. 

(c) A Participant who ceases contributions to the Plan during any Offering Period shall not be permitted to resumecontributions to the Plan during that Offering Period. 

6.2. Termination of Eligibility. Upon a Participant’s ceasing to be anEligible Employee, for any reason, such Participant’s Option for the applicable Offering Period shall automatically terminate, the Participant shall be deemed to have elected to withdraw from the Plan, and any balance on such Participant’sPlan Account shall be paid to such Participant or, in the case of the Participant’s death, to the person or persons entitled thereto pursuant to applicable law, within 90 days after such cessation of being an Eligible Employee, without anyinterest thereon (except as may be required by applicable local laws). If a Participant transfers employment from the Company or any Designated Company participating in the Section 423 Component to any Designated Company participating in the Non-Section 423 Component, such transfer shall not be treated as a termination of employment, but the Participant shall immediately cease to participate in the Section 423 Component; however, anycontributions made for the Offering Period in which such transfer occurs shall be transferred to the Non-Section 423 Component, and such Participant shall immediately join the then-current Offeringunder the Non-Section 423 Component upon the same terms and conditions in effect for the Participant’s participation in the Section 423 Component, except for such modifications otherwiseapplicable for Participants in such Offering. A Participant who transfers employment from any Designated Company participating in the Non-Section 423 Component to the Company or any DesignatedCompany participating in the Section 423 Component shall not be treated as terminating the Participant’s employment and shall remain a Participant in the Non-Section 423 Component until theearlier of (i) the end of the current Offering Period under the Non-Section 423 Component, or (ii) the Enrollment Date of the first Offering Period in which the Participant is eligible toparticipate following such transfer. Notwithstanding the foregoing, the Administrator may establish different rules to govern transfers of employment between companies participating in the Section 423 Component and the Non-Section 423 Component, consistent with the applicable requirements of Section 423 of the Code. 

 
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**ARTICLE 7**

**GENERAL PROVISIONS**

7.1.Administration. 

(a) The Plan shall be administered by the Committee, which shall be composed of members of the Board. The Committeemay delegate administrative tasks under the Plan to the services of an Agent or Employees to assist in the administration of the Plan, including without limitation, determining the Designated Companies participating in the Plan, establishing andmaintaining an individual securities account under the Plan for each Participant, determining enrollment and withdrawal deadlines and determining exchange rates. In its absolute discretion, the Board may at any time and from time to time exerciseany and all rights and duties of the Administrator under the Plan. 

(b) It shall be the duty of the Administrator to conduct the generaladministration of the Plan in accordance with the provisions of the Plan. The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the Plan: 

(i) To establish and terminate Offerings; 

(ii) To determine when and how Options shall be granted and the provisions and terms of each Offering (which need not be identical); 

(iii) To select Designated Companies in accordance with Section 7.2 hereof; and 

(iv) To construe and interpret the Plan, the terms of any Offering and the terms of the Options and to adopt such rules for theadministration, interpretation, and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in thePlan, any Offering or any Option, in a manner and to the extent it shall deem necessary or expedient to administer the Plan, subject to Section 423 of the Code for the Section 423 Component. 

(c) The Administrator may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specificrequirements of local laws and procedures, *provided* that the adoption and implementation of any such rules and/or procedures would not cause the Section 423 Component to be in noncompliance with Section 423 of the Code. Withoutlimiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding handling of participation elections, payroll deductions, payment of interest, conversion of local currency, payroll tax,withholding procedures and handling of share certificates which vary with local requirements. 

 
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(d) The Administrator mayadopt sub-plans applicable to particular Designated Companies or locations, which sub-plans may be designed to be outside the scope ofSection 423 of the Code. The rules of such sub-plans may take precedence over other provisions of this Plan, with the exception of Section 5.1 hereof, but unless otherwise superseded by theterms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan.

(e) All expenses and liabilities incurred by the Administrator in connection with the administration of the Plan shall be borne by the Company.The Administrator may employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Administrator, the Company and its officers and directors shall be entitled to rely upon the advice, opinions or valuations of any suchpersons. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon all Participants, the Company and all other interested Persons. No member of the Board or Administratorshall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Options, and all members of the Board or Administrator shall be fully protected by the Company in respect to any suchaction, determination, or interpretation. Any and all risks resulting from any market fluctuations or conditions of any nature and affecting the price of Shares are assumed by the Participant. 

7.2. Designation of Affiliates and Subsidiaries. The Administrator shall designate from time to time the Affiliates and Subsidiariesthat shall constitute Designated Companies, and determine whether such Designated Companies shall participate in the Section 423 Component or Non-Section 423 Component;* provided,however*, that an Affiliate that does not also qualify as a Subsidiary may be designated only as participating in the Non-Section 423 Component. The Administrator may designate an Affiliate orSubsidiary, or terminate the designation of an Affiliate or Subsidiary, without the approval of the shareholders of the Company. 

7.3.Reports. Individual accounts shall be maintained for each Participant in the Plan. Statements of Plan Accounts shall be given to Participants at least annually, which statements shall set forth the amounts of payroll deductions, the OptionPrice, the number of shares purchased and the remaining cash balance, if any. 

7.4. No Right to Employment. Nothing in the Planshall be construed to give any person (including any Participant) the right to remain in the employ of the Company, a Parent or a Subsidiary or to affect the right of the Company, any Parent or any Subsidiary to terminate the employment of anyperson (including any Participant) at any time, with or without cause, which right is expressly reserved. 

7.5. Amendment andTermination of the Plan. 

(a) The Board may, in its sole discretion, amend, suspend or terminate the Plan at any time and from time totime. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision), with respect to the Section 423 Component, or any other applicable law, regulation or stock exchange rule, the Company shall obtainshareholder approval of any such amendment to the Plan in such a manner and to such a degree as required by Section 423 of the Code or such other law, regulation or rule. 

 
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(b) If the Administrator determines that the ongoing operation of the Plan may result inunfavorable financial accounting consequences, the Administrator may in its discretion modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to: 

(i) altering the Option Price for any Offering Period including an Offering Period underway at the time of the change in Option Price; 

(ii) shortening any Offering Period so that the Offering Period ends on a new Exercise Date, including an Offering Period underway at thetime of the Administrator action; and 

(iii) allocating Shares. 

Such modifications or amendments shall not require shareholder approval or the consent of any Participant. 

(c) Upon termination of the Plan, the balance in each Participant’s Plan Account shall be refunded as soon as practicable after suchtermination, without any interest thereon (except as may be required by applicable local laws). 

7.6. Use of Funds; No InterestPaid. All funds received by the Company by reason of purchase of shares of Shares under the Plan shall be included in the general funds of the Company free of any trust or other restriction and may be used for any corporate purpose (except asmay be required by applicable local laws). No interest shall be paid to any Participant or credited under the Plan (except as may be required by applicable local laws). 

7.7. Term; Approval by Shareholders. No Option may be granted during any period of suspension of the Plan or after termination of thePlan. The Plan shall be submitted for the approval of the Company’s shareholders within 12 months after the date of the Board’s initial adoption of the Plan. Options may be granted prior to such shareholderapproval;* provided*,* however*, that such Options shall not be exercisable prior to the time when the Plan is approved by the shareholders;* provided*,* further* that if such approval has not beenobtained by the end of the 12-month period, all Options previously granted under the Plan shall thereupon terminate and be canceled and become null and void without being exercised. 

7.8. Effect Upon Other Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for theCompany, any Parent or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company, any Parent or any Subsidiary (a) to establish any other forms of incentives or compensation for employees of the Company or anyParent or any Subsidiary, or (b) to grant or assume Options otherwise than under the Plan in connection with any proper corporate purpose, including, but not by way of limitation, the grant or assumption of Options in connection with theacquisition, by purchase, lease, merger, amalgamation, combination, arrangement, consolidation or otherwise, of the business, shares or assets of any corporation, firm or association. 

 
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7.9. Conformity to Securities Laws. Notwithstanding any other provision of the Plan,the Plan and the participation in the Plan by any individual who is then subject to Section 16 of the Exchange Act shall be subject to any additional limitations set forth in any applicable exemption rule under Section 16 of the ExchangeAct (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan shall be deemedamended to the extent necessary to conform to such applicable exemptive rule. 

7.10. Notice of Disposition of Shares. EachParticipant shall give the Company prompt notice of any disposition or other transfer of any Shares, acquired pursuant to the exercise of an Option granted under the Section 423 Component, if such disposition or transfer is made (a) withintwo years after the applicable Grant Date or (b) within one year after the transfer of such Shares to such Participant upon exercise of such Option. The Company may direct that any certificates evidencing shares acquired pursuant to the Planrefer to such requirement. 

7.11. Tax Withholding. At the time of any taxable event that creates a withholding obligation for theCompany or any Parent, Affiliate or Subsidiary, the Participant will make adequate provision for any Tax-Related Items. In their sole discretion, and except as otherwise determined by theAdministrator, the Company or the Designated Company that employs or employed the Participant may satisfy their obligations to withhold Tax-Related Items by (a) withholding from theParticipant’s wages or other compensation, (b) withholding a sufficient whole number of Shares otherwise issuable following exercise of the Option (or delivery of the Match Shares) having an aggregate value sufficient to pay the Tax-Related Items required to be withheld with respect to the Option and/or shares, (c) withholding from proceeds from the sale of Shares issued upon exercise of the Option, either through avoluntary sale or a mandatory sale arranged by the Company, or (d) any other method as determined by the Administrator to be compliant with applicable laws. 

7.12. Governing Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced under the laws of the Stateof Delaware without regard to conflicts of laws thereof or of any other jurisdiction. 

7.13. Notices. All notices or othercommunications by a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for thereceipt thereof. 

7.14. Conditions to Issuance of Shares. 

(a) Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any bookentries evidencing Shares pursuant to the exercise of an Option by a Participant or the delivery of Match Shares, unless and until the Administrator has determined, with advice of counsel, that the issuance of such Shares is in compliance with allapplicable laws, regulations of governmental authorities and, if applicable, the requirements of any securities exchange or automated quotation system on which the Shares are listed or traded, and the Shares are covered by an effective registrationstatement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Administrator may require that a Participant make such reasonable covenants, agreements, and representations as the Administrator, inits discretion, deems advisable in order to comply with any such laws, regulations, or requirements. 

 
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(b) All certificates for Shares delivered pursuant to the Plan and all Shares issuedpursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with U.S. and non-U.S. federal,provincial, state or local securities or other laws, rules and regulations and the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted, or traded. The Administrator may place legends on anycertificate or book entry evidencing Shares to reference restrictions applicable to the Shares. 

(c) The Administrator shall have the rightto require any Participant to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any Option, including a window-period limitation, as may be imposed in the sole discretion of the Administrator.

(d) Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by any applicable law,rule or regulation, the Company may, in lieu of delivering to any Participant certificates evidencing Shares issued in connection with any Option, record the issuance of Shares in the books of the Company (or, as applicable, its transfer agent orshare plan administrator). 

If, pursuant to this Section 7.14, the Administrator determines that Shares will not be issued to any Participant, theCompany is relieved from liability to any Participant except to refund to the Participant such Participant’s Plan Account balance, without interest thereon (except as may be required by applicable local laws). 

7.15. Equal Rights and Privileges. All Eligible Employees granted Options pursuant to an Offering under the Section 423 Componentshall have equal rights and privileges under this Plan to the extent required under Section 423 of the Code so that the Section 423 Component qualifies as an “employee stock purchase plan” within the meaning of Section 423of the Code. Any provision of the Section 423 Component that is inconsistent with Section 423 of the Code shall, without further act or amendment by the Company or the Board, be reformed to comply with the equal rights and privilegesrequirement of Section 423 of the Code. Eligible Employees participating in the Non-Section 423 Component need not have the same rights and privileges as each other, or as Eligible Employeesparticipating in the Section 423 Component. 

7.16. Rules Particular to Specific Countries. Notwithstanding anything herein tothe contrary, the terms and conditions of the Plan with respect to Participants who are tax residents of a particular non-U.S. country or whoare non-U.S. nationals or employed in non-U.S. jurisdictions may be subject to an addendum to the Plan in the form of an appendix or sub-plan (which appendix or sub-plan may be designed to govern Offerings under the Section 423 Component orthe Non-Section 423 Component, as determined by the Administrator). To the extent that the terms and conditions set forth in an appendixor sub-plan conflict with any provisions of the Plan, the provisions of the appendix or sub-plan shall govern. The adoption of any such appendix or sub-plan shall be pursuant to Section 7.1 above. Without limiting the foregoing, the Administrator is specifically authorized to adopt rules and procedures, with respect to Participants whoare

 
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non-U.S. nationals or employed in non-U.S. jurisdictions, regarding the exclusion of particularAffiliates or Subsidiaries from participation in the Plan, eligibility to participate, the definition of Compensation, handling of payroll deductions or other contributions by Participants, payment of interest, conversion of local currency, dataprivacy security, payroll tax, withholding procedures, establishment of bank or trust accounts to hold payroll deductions or contributions, *provided* that the adoption and implementation of any such rules and/or procedures would not cause theSection 423 Component to be in noncompliance with Section 423 of the Code. 

7.17. Section 409A. The Section 423Component of the Plan and the Options granted pursuant to Offerings thereunder are intended to be exempt from the application of Section 409A. Neither the Non-Section 423 Component nor anyOption granted pursuant to an Offering thereunder is intended to constitute or provide for “nonqualified deferred compensation” within the meaning of Section 409A. The Non-Section423 Component is intended to be exempt from the application of Section 409A under the short-term deferral exception and any ambiguities shall be construed and interpreted in accordance with such intent. Notwithstanding anyprovision of the Plan to the contrary, if the Administrator determines that any Option granted under the Plan may be or become subject to Section 409A or that any provision of the Plan may cause an Option granted under the Plan to be or becomesubject to Section 409A, the Administrator may adopt such amendments to the Plan and/or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions as the Administratordetermines are necessary or appropriate to avoid the imposition of taxes under Section 409A, either through compliance with the requirements of Section 409A or with an available exemption therefrom. 

*    *    *    *    * 

I hereby certify that the foregoing Plan was adopted by the Board of Directors of Polestar Automotive Holding UK PLC on June 22, 2022. 

I hereby certify that the foregoing Plan was approved by the shareholders of Polestar Automotive Holding UK PLC on June 22, 2022. 

Executed on June 23, 2022. 

 

/s/ Jan Mikael Alkmark

Jan Mikael Alkmark

Director

 
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**APPENDIX A**

**COMPANY MATCH AND ALLOCATION OF MATCH SHARES**

**UNDER THE NON-SECTION 423 COMPONENT OF THE PLAN**

1.1. Purchase of Shares. Subject to the determination of the Committee in relation to the operation of the Non-Section 423 Component of the Plan in each relevant participating jurisdiction, (a) with respect to each Non-U.S. Eligible Employee (as defined below) who has electedto participate in the Plan pursuant to Section 3.2, the full amount credited to such Participant’s Plan Account, and (b) with respect to each Eligible Employee located in the United States who has elected to participate in the Planpursuant to Section 3.2, any amount credited to such Participant’s Plan Account that is in excess of the limitation set forth in Section 3.1(b) of the Plan, shall be transferred as soon as practicable following the close of eachpayroll period by the Company to the Broker, and the Company shall cause the Broker to use such amount to purchase Shares on the open market on the Participant’s behalf. Any balance remaining after such purchase shall be credited to theParticipant’s Plan Account and shall be used to purchase additional Shares as of the next purchase date (in the case of any Eligible Employee located in the United States, to the extent the balance of the Participant’s Plan Account exceedsthe limitation set forth in Section 3.1(b) of the Plan as of the applicable purchase date), which purchase date may be on such date as the Committee determines in its discretion. For the avoidance of doubt,Non-U.S. Eligible Employees shall not be eligible to participate in the purchase of Shares pursuant to Article 4 of the Plan. 

1.2. Eligibility to Receive Match Shares; Match Ratio. Under the Non-Section 423 Component ofthe Plan, the Committee may, in its discretion, determine to offer Match Shares to all Eligible Employees (including, for the avoidance of doubt, any Eligible Employees located in the United States), which such determination shall be made prior tothe beginning of the relevant Quarter and communicated to the applicable Participants. For each Eligible Employee who (i) is a citizen or resident of a jurisdiction outside the United States (without regard to whether such Eligible Employee isalso a citizen of the United States or a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code)) (a “**Non-U.S. Eligible Employee**”), (ii) is a Participant in thePlan and remains an Eligible Employee on each day from a Quarter End until the Matching Date for such Quarter End and (iii) retains the Company Shares purchased during an applicable Quarter from the Quarter End until the Matching Date for suchQuarter End, the number of Match Shares shall be an amount equal to up to 100% of the number of Company Shares credited to the Participant’s Plan Account prior to the Exercise Date; *provided*, that in no event shall the aggregate value ofMatch Shares credited to the Participant’s Plan Account in respect of any calendar year exceed 1% of the Participant’s Compensation on the date the Shares to which such Match Shares relate were purchased unless the Committee, at itsdiscretion, determines that a different limit should apply in respect of such calendar year. Any Match Shares may be subject to such additional terms and conditions (including with respect to vesting) as the Administrator may determine in its solediscretion. For the avoidance of doubt, no Match Shares will be provided in respect of any Shares prior to the first anniversary of the date the Match Shares are credited to the Participant’s Plan Account. 

 

 
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1.3. Matching Allocations. As soon as practicable following each Quarter End forwhich the Committee has determined to offer Match Shares pursuant to Section 1.1 of this Appendix A (but in any event no later than March 15th of the year following the year in which such Matching Shares are credited), for each Participanteligible to receive Match Shares, the Company shall cause to be allocated to the Participant’s Share Account that number of Match Shares determined pursuant to this Appendix A. Match Shares shall be posted to the Participant’s ShareAccount, as applicable, as soon as practicable after, and credited to the Participant’s Share Account as of, each Matching Date. 

1.4. Broker Fees. The Company shall pay the Broker’s administrative charges for opening the Share Accounts for the EligibleEmployees and the brokerage commissions on purchases made that are attributable to Match Shares and the purchase of Company Shares pursuant to Section 1.1 of this Appendix A. Eligible Employees shall pay all other expenses of their ShareAccounts, including but not limited to the Broker’s fees attributable to the issuance of certificates for any and all Shares held in the Participant’s Share Account. Eligible Employees shall also pay the brokerage commissions and anycharges associated with the sale of Shares held in the Participant’s Share Account. 

 
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