Exhibit 10.1


 


PACIFIC BIOSCIENCES OF CALIFORNIA, INC.


 


2020 EQUITY INCENTIVE PLAN


 


(As Amended Effective May 25, 2022)


 


1.            Purposes
of the Plan. The purposes of this Plan are:


 


• to attract and retain the best available personnel
for positions of substantial responsibility,


 


• to provide additional incentive to Employees, Directors
and Consultants, and


 


• to promote the success of the Company’s business.


 


The Plan permits the grant of Incentive
Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and
Performance Shares.


 


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


 


(a) “Administrator”
means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.


 


(b) “Applicable Laws”
means the legal and regulatory requirements relating to the administration of equity-based awards, including without limitation the related
issuance of shares of Common Stock, including without limitation 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 non-U.S.
country or jurisdiction where Awards are, or will be, granted under the Plan.


 


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


 


(d) “Award Agreement”
means the written or electronic agreement between the Company and Participant setting forth the terms and provisions applicable to an
Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.


 


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


 


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


 


(i) Change in Ownership of the
Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as
a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes
more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection,
the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power
of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before
such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their
ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership
of fifty percent (50%) or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company,
such event will not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership will
include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business
entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities;
or


 






     


     


    

 


(ii) Change in Effective Control
of the Company. A change in the effective control of the Company which occurs on the date that a majority of members of the Board
is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members
of the Board prior to the date of the appointment or election. For purposes of this subsection (ii), if any Person is considered to be
in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a
Change in Control; or


 


(iii) Change in Ownership of
a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets
which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most
recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more than fifty percent
(50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions;
provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial
portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately
after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the
asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total
value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly,
fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at
least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this
subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or
the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.


 


For purposes of this definition, 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, a transaction
will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A.


 


Further and for the avoidance of doubt,
a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s
incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by
the persons who held the Company’s securities immediately before such transaction.


 


(g) “Code”
means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code or regulation thereunder will include such
section or regulation, any valid regulation or other official guidance promulgated under such section, and any comparable provision of
any future legislation or regulation amending, supplementing, or superseding such section or regulation.


 






     


     


    

 


(h) “Committee”
means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or a duly authorized committee
of the Board, in accordance with Section 4 hereof.


 


(i) “Common Stock” means the common
stock of the Company.


 


(j) “Company”
means Pacific Biosciences of California, Inc., a Delaware corporation, or any successor thereto.


 


(k) “Consultant”
means any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary of the Company to render bona fide services
to such entity, provided the services (i) are not in connection with the offer or sale of securities in a capital-raising transaction,
and (ii) do not directly promote or maintain a market for the Company’s securities, in each case, within the meaning of Form S-8
promulgated under the Securities Act, and provided, further, that a Consultant will include only those persons to whom the issuance of
Shares may be registered under Form S-8 promulgated under the Securities Act.


 


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


 


(m) “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.


 


(n) “Employee”
means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service
as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.


 


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


 


(p) “Exchange Program”
means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for awards of the same type (which may
have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (ii) Participants would have
the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator,
and/or (iii) the exercise price of an outstanding Award is reduced.


 


(q) “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, 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 (or, if no closing sales price was reported on that date, as applicable, on the last Trading Day such closing
sales price was reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal
or such other source as the Administrator deems reliable;


 


(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 (or, if no bids and asks were reported on that date,
as applicable, on the last Trading Day such bids and asks were reported), 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, the Fair Market Value will be determined in good faith by the Administrator.


 


(r) “Fiscal Year” means the fiscal
year of the Company.


 


(s) “Incentive Stock Option”
means an Option intended to qualify, and actually qualifies, as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.


 


(t) “Inside Director” means a Director
who is an Employee.


 


(u) “Nonstatutory Stock
Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.


 


(v) “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.


 


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


 


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


 


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


 


(z) “Participant” means the holder
of an outstanding Award.


 


(aa) “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.


 


(bb) “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.


 


(cc) “Period of Restriction”
means the period (if any) during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares
are subject to a substantial risk of forfeiture. 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.


 


(dd) “Plan” means
this Pacific Biosciences of California, Inc. 2020 Equity Incentive Plan, as amended from time to time.


 


(ee) “Restricted Stock”
means Shares issued pursuant to a Restricted Stock award under Section 7 of the Plan, or issued pursuant to the early exercise of
an Option.


 


(ff) “Restricted Stock Unit”
means a bookkeeping entry representing an amount equal to 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.


 


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


 


(hh) “Section 16(b)” means Section 16(b) of
the Exchange Act.


 


(ii) “Section 409A”
means Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations
and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time, or any state law equivalent.


 






     


     


    

 


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


 


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


 


(ll) “Share” means
a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.


 


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


 


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


 


(oo) “Trading Day”
means a day that the primary stock exchange, national market system, or other trading platform, as applicable, upon which the Common Stock
is listed, is open for trading.


 


3. Stock Subject to the Plan.


 


(a) Stock Subject to the Plan.
Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is
(i) 29,000,000 Shares, plus (ii) any Shares subject to stock options or similar awards granted under any of the Company’s
2010 Equity Incentive Plan, 2010 Outside Director Equity Incentive Plan, or 2005 Stock Plan (collectively, the “Prior Plans”)
that, on or after the effective date of the Plan as set forth in Section 18, expire or otherwise terminate without having been exercised
or issued in full and any Shares subject to awards granted under the Prior Plans that, on or after the effective date of the Plan, are
forfeited to or repurchased by the Company due to failure to vest, with the maximum number of Shares to be added to the Plan pursuant
to the foregoing clause (ii) equal to 26,903,587 Shares. In addition, Shares may become available for issuance under the Plan pursuant
to Sections 3(b) and 3(c). The Shares may be authorized, but unissued, or reacquired Common Stock.


 


(b) Lapsed Awards. If an
Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with
respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company
due to failure to vest, then the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights, the forfeited or repurchased
Shares), which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With
respect to Stock Appreciation Rights that are settled in Shares, the gross number of Shares covered by the portion of the Award so exercised
will cease to be available under the Plan. Shares that actually have been issued under the Plan under any Award will not be returned to
the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards
of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to
the Company due to failure to vest, such Shares will become available for future grant 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 or sale
under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, the cash payment will not result in reducing
the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 14,
the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated
in Section 3(a), plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder,
any Shares that become available for issuance under the Plan pursuant to Sections 3(b) and 3(c).


 






     


     


    

 


(c) Share Reserve. The
Company, at all times during the term of this Plan, will reserve and keep available such number of Shares as will be sufficient to satisfy
the requirements of 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 or (B) 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, 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 hereunder;


 


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


 


(iv) to approve forms of Award Agreement 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. The 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 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 non-U.S. laws or for qualifying for favorable tax treatment under applicable non-U.S. laws;


 


(vii) to construe and interpret the
terms of the Plan and Awards granted under the Plan;


 


(viii) to modify or amend each
Award (subject to Section 19(c) of the Plan), including without limitation the discretionary authority to extend the post-termination
exercisability period of Awards; provided, however, that in no event will the term of an Option or Stock Appreciation Right be extended
beyond its original maximum term;


 


(ix) to allow Participants to satisfy
tax withholding obligations in a manner prescribed in Section 15 of the Plan;


 


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


 






     


     


    

 


(xi) to temporarily suspend the
exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes;


 


(xii) to allow a Participant to
defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to the Participant under an Award; and


 


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


 


(c) No Exchange Program or
Repricing. Notwithstanding the powers of the Administrator set forth herein, the Administrator will not be permitted to implement
an Exchange Program.


 


(d) Dividends. With respect
to any Options and Stock Appreciation Rights, 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) thereunder, no right to receive dividends or any other rights as a stockholder
will exist with respect to the Shares subject to such Award, including without limitation notwithstanding any exercise of such Award.
Further, 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
under an Option or Stock Appreciation Right, except as provided in Section 14 of the Plan. During any applicable 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, unless the Administrator provides otherwise; provided, however, that any such dividends or distributions payable with
respect to such Shares will be subject to the same restrictions on transferability and/or forfeitability as the Shares of Restricted Stock
with respect to which they were paid. With respect to Awards of Restricted Stock Units, Performance Units and Performance Shares, until
the Shares are issued (as evidenced by the appropriate entry on the books of the Company or a duly authorized transfer agent of the Company),
no right to receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to such Award, unless
determined otherwise by the Administrator; provided, however, that any such dividends or distributions that the Administrator determines
will be payable with respect to such Shares will be subject to the same vesting criteria and forfeitability provisions as the Shares subject
to such Award with respect to which they were paid. For the avoidance of doubt, the number of Shares available for issuance under the
Plan will not be reduced to reflect any dividends or other distributions that are reinvested into additional Shares or credited as additional
Shares subject to or paid with respect to an Award.


 


(e) Effect of Administrator’s
Decision. The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and
any other holders of Awards 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 to Service Providers
in such amounts as the Administrator, in its sole discretion, will determine.


 


(b) Stock Option Agreement.
Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the number of Shares subject to
the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and conditions as the Administrator, in
its sole discretion, will determine.


 






     


     


    

 


(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 6(c), 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.


 


(d) Term of Option. The
term of each Option will be stated in the Award Agreement. In the case of an Incentive Stock Option, the term will be ten (10) years
from the date of grant or such shorter term as may be provided in the Award Agreement. Moreover, 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:


 


(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.


 


(3) Notwithstanding the foregoing,
Options may be granted with a per Share exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the
date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code.


 


(ii) Waiting 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 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) promissory note, to the extent permitted by Applicable Laws, (4) 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; (5) 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; (6) by
net exercise; (7) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable
Laws; or (8) 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 deemed exercised
when the Company receives: (i) notice of exercise (in accordance with the procedures that 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 any applicable tax withholdings). 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. The Company will issue
(or cause to be issued) such Shares promptly after the Option is exercised.


 


Exercising an Option in any manner
will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.


 


(ii) Termination of Relationship
as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the cessation of the Participant’s
Service Provider status 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 cessation of the Participant’s
Service Provider status (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 cessation
of the Participant’s Service Provider status. Unless otherwise provided by the Administrator, if on the date of cessation of the
Participant’s Service Provider status the Participant is not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option will revert to the Plan. If, after cessation of the Participant’s Service Provider status, the Participant
does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered
by such Option will revert to the Plan.


 


(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 cessation
of the Participant’s Service Provider status (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 cessation of the Participant’s Service Provider status. Unless otherwise provided by the Administrator, if on the
date of cessation of the Participant’s Service Provider status the Participant is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option will revert to the Plan. If, after cessation of the Participant’s Service Provider
status, the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares
covered by such Option will revert to the Plan.


 






     


     


    

 


(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 the 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. Unless otherwise provided by the Administrator, if at the time of death, the
Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert
to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by
such Option will revert to the Plan.


 


(v) Tolling Expiration. A Participant’s
Award Agreement also may provide that:


 


(1) if
the exercise of the Option following the cessation of Participant’s status as a Service Provider (other than upon the Participant’s
death or Disability) would result in liability under Section 16(b), then the Option will terminate on the earlier of (A) the
expiration of the term of the Option set forth in the Award Agreement, or (B) the tenth (10th)
day after the last date on which such exercise would result in liability under Section 16(b); or


 


(2) if the exercise of the Option
following the cessation of the Participant’s status as a Service Provider (other than upon the Participant’s death or Disability)
would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities
Act, then the Option will terminate on the earlier of (A) the expiration of the term of the Option or (B) the expiration of
a period of thirty (30) days after the cessation of the Participant’s status as a Service Provider during which the exercise of
the Option would not be in violation of such registration requirements.


 


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. Unless the Administrator determines
otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed.


 






     


     


    

 


(c) Transferability. Except
as provided in this Section 7 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 advisable or
appropriate.


 


(e) Removal of Restrictions.
Except as otherwise provided in this Section 7, 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 applicable Period of Restriction or at such other time
as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse
or be removed.


 


(f) Voting Rights. During
any applicable 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) Return of Restricted Stock
to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert
to the Company and again will become available for grant under the Plan.


 


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. 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.


 


(b) 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. The Administrator may set vesting criteria
based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment
or service), applicable federal or state securities laws or any other basis determined by the Administrator in its discretion.


 


(c) 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.


 


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


 


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


 


(c) Exercise Price and Other
Terms. The per share exercise price for the Shares to be issued pursuant to 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. Otherwise,
the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock
Appreciation Rights granted under the Plan.


 


(d) 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 conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion,
will determine.


 


(e) Expiration of Stock Appreciation
Rights. A Stock Appreciation Right granted under the Plan will expire upon the date as determined by the Administrator, in its sole
discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of 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 as the product of:


 


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


 


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


 


At the discretion of the Administrator,
the payment upon exercise of a Stock Appreciation Right may be in cash, in Shares of equivalent value, or in some combination of both.


 


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. The Administrator will have complete discretion in determining the number of Performance
Units and Performance Shares granted to each Participant.


 


(b) 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.


 


(c) Performance Objectives
and Other Terms. The Administrator will set 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/Shares that will be paid out to the Service Providers. The time period during which the performance objectives or
other vesting provisions must be met will be called the “Performance Period.” Each Award of Performance Units/Shares will
be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator,
in its sole discretion, will determine. The Administrator may set performance objectives based upon the achievement of Company-wide, divisional,
business unit or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities
laws, or any other basis determined by the Administrator in its discretion.


 






     


     


    

 


(d) Earning of Performance
Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will be entitled to receive
a payout of the number of Performance Units/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/Share.


 


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


 


(f) Cancellation of Performance
Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will be forfeited to
the Company, and again will be available for grant under the Plan.


 


11. Outside Director Award Limitations.
No Outside Director may be granted, in any Fiscal Year, Awards (the value of which will be based on their grant date fair value determined
in accordance with U.S. generally accepted accounting principles) and any other compensation (including without limitation any cash retainers
or fees) that, in the aggregate, exceed $500,000, provided that such amount is increased to $1,000,000 in the Fiscal Year of his or her
initial service as an Outside Director. Any Awards or other compensation provided to an individual for his or her services as an Employee,
or for his or her services as a Consultant other than as an Outside Director, will be excluded for purposes of this Section 11.


 


12. Leaves of Absence/Transfer Between
Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave
of absence. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers
between locations of the Company or between the Company, its Parent, or any of its Subsidiaries. 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.


 


13. Transferability of Awards.
Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by will or by the laws of descent and 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 contain such additional terms and conditions
as the Administrator deems appropriate.


 


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


 


(a) Adjustments. In the
event that any 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, reclassification, 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 (other than any ordinary dividends or other ordinary distributions), 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 of stock
that may be delivered under the Plan and/or the number, class, and price of shares of stock covered by each outstanding Award, and the
numerical Share limits in Sections 3 and 11 of the Plan.


 






     


     


    

 


(b) Dissolution or Liquidation.
In the event of a 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) Merger or Change in Control.
In the event of a merger of the Company with or into another corporation or other entity or a Change in Control, each outstanding Award
will be treated as the Administrator determines (subject to the provisions of the following paragraph) without a Participant’s consent,
including, without limitation, that (i) Awards will be assumed, or substantially equivalent awards 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; (ii) upon
written notice to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the consummation of such
merger or Change in Control; (iii) outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable
to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the extent the
Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (iv) (A) the
termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon
the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and,
for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no
amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may
be terminated by the Company without payment), or (B) the replacement of such Award with other rights or property selected by the
Administrator in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this
Section 14(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 Awards, similarly.


 


In the event that the successor corporation
does not assume or substitute for the Award (or portion thereof), the Participant will fully vest in and have the right to exercise the
Participant’s outstanding Option and Stock Appreciation Right (or portion thereof) that is not assumed or substituted for, including
Shares as to which such Award would not otherwise be vested or exercisable, all restrictions on Restricted Stock, Restricted Stock Units,
Performance Shares and Performance Units (or portions thereof) not assumed or substituted for will lapse, and, with respect to such Awards
with performance-based vesting (or portions thereof) not assumed or substituted for, all performance goals or other vesting criteria will
be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in each case, unless specifically
provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the Company or any of its
Subsidiaries or Parents, as applicable. In addition, if an Option or Stock Appreciation Right (or portion thereof) is not assumed or substituted
for in the event of a merger or Change in Control, the Administrator will notify the Participant in writing or electronically that such
Option or Stock Appreciation Right (or its applicable portion) will be exercisable for a period of time determined by the Administrator
in its sole discretion, and the Option or Stock Appreciation Right (or its applicable portion) will terminate upon the expiration of such
period.


 






     


     


    

 


For the purposes of this subsection
(c) (and subsection (d) below), an Award will be considered assumed if, following the merger or Change in Control, the Award
confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control, the
consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common
Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in
the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the
consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation
Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be
solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders
of Common Stock in the merger or Change in Control.


 


Notwithstanding anything in this subsection
(c) to the contrary, and unless otherwise provided in an Award Agreement or other written agreement between the Participant and the
Company or any of its Subsidiaries or Parents, as applicable, an Award that vests, is earned or paid-out upon the satisfaction of one
or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without
the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s
post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.


 


Notwithstanding anything in this subsection
(c) to the contrary, if a payment under an Award Agreement is subject to 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 Section 409A, then any payment of an amount that otherwise is accelerated under this Section will
be delayed until the earliest time that such payment would be permissible under Section 409A without triggering any penalties applicable
under Section 409A.


 


(d) Outside Director Awards.
With respect to Awards granted to an Outside Director that are assumed or substituted for, if on the date of or following such assumption
or substitution the Participant’s status as a Director or a director of the successor corporation, as applicable, is terminated
other than upon a voluntary resignation by the Participant (unless such resignation is at the request of the acquirer), then as of such
date of termination, the Participant’s Awards will be treated as described in the second paragraph of Section 14(c) above
with respect to vesting acceleration (for clarity, as though the Awards were not assumed or substituted).


 


15. 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 (or any of its Subsidiaries, Parents or affiliates employing or retaining the services of a Participant, as applicable)
will have the power and the right to deduct or withhold, or require a Participant to remit to the Company (or any of its Subsidiaries,
Parents or affiliates, as applicable), an amount sufficient to satisfy U.S. federal, state, and local, non-U.S., and 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, check or other cash equivalents,
(ii) electing to have the Company withhold otherwise deliverable cash or Shares having a fair market value equal to the minimum statutory
amount required to be withheld or such greater amount as the Administrator may determine if such amount would not have adverse accounting
consequences, as the Administrator determines in its sole discretion, (iii) delivering to the Company already-owned Shares having
a fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the Administrator may determine,
in each case, provided the delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines
in its sole discretion, (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,
or (v) any combination of the foregoing methods of payment. 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 or such greater amount as the Administrator may determine if such amount would not have
adverse accounting consequences, as the Administrator determines in its sole discretion. 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 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 Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable
under 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 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 Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the
requirements of Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest
applicable under Section 409A. In no event will the Company or any of its Subsidiaries or Parents have any obligation or liability
under the terms of this Plan to reimburse, indemnify, or hold harmless any Participant or any other person in respect of Awards, for any
taxes, interest or penalties imposed, or other costs incurred, as a result of Section 409A.


 


16. 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, nor interfere in any way with the Participant’s right or the right of the Company and its Subsidiaries or
Parents, as applicable, to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.


 


17. 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.


 


18. Term of Plan. Subject to Section 22
of the Plan, the Plan will become effective upon the date on which the Company’s stockholders approve the Plan. It will continue
in effect for a term of ten (10) years from the effective date of the Plan, unless terminated earlier under Section 19 of the
Plan.


 






     


     


    

 


19. Amendment and Termination of the Plan.


 


(a) Amendment and Termination.
The Administrator, at any time, may amend, alter, suspend or terminate the Plan.


 


(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 impair 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.


 


20. Conditions Upon Issuance of Shares.


 


(a) Legal Compliance. Shares
will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares
will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.


 


(b) Investment Representations.
As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is required.


 


21. 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 U.S. state or federal law 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.


 


22. Stockholder Approval. The Plan
will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board.
Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.


 


23. Forfeiture Events. The Administrator
may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award will be subject
to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events, in
addition to any otherwise applicable vesting or performance conditions of an Award. Notwithstanding any provisions to the contrary under
this Plan, an Award will be subject to the Company’s clawback policy as may be established and/or amended from time to time to comply
with Applicable Laws (including without limitation pursuant to the listing standards of any national securities exchange or association
on which the Company’s securities are listed or as may be required by the Dodd-Frank wall Street Reform and Consumer Protection
Act) (the “Clawback Policy”). The Administrator may require a Participant to forfeit, return or reimburse the Company all
or a portion of the Award and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as necessary or appropriate
to comply with Applicable Laws. Unless this Section 23 specifically is mentioned and waived in an Award Agreement or other document,
no recovery of compensation under a Clawback Policy or otherwise will constitute an event that triggers or contributes to any right of
a Participant to resign for “good reason” or “constructive termination” (or similar
term) under any agreement with the Company or any Parent or Subsidiary of the Company.


 


* * *