AEYE, INC.


2022 EMPLOYEE STOCK PURCHASE PLAN


 


The purpose of the AEye, Inc. 2022 Employee Stock Purchase
Plan (the “Plan”) is to provide eligible employees of AEye, Inc. (the “Company”) and each Designated
Company (as defined below) with opportunities to purchase shares of the Company’s common stock, par value $0.001 per share (the
“Common Stock”). 2,000,000 shares of Common Stock in the aggregate have been approved and reserved for this purpose,
plus on January 1, 2023 and each January 1 thereafter through (and including) January 1, 2032, the number of shares of Common Stock reserved
and available for issuance under the Plan shall be cumulatively increased by the lesser of (a) one percent of the number of shares of
Common Stock issued and outstanding calculated on a fully-diluted basis on the immediately preceding December 31; or (b) such lesser number
of shares as the Administrator shall approve.


 


The Plan includes two components: a Code Section 423
Component (the “423 Component”) and a non-Code Section 423 Component (the “Non-423 Component”).
It is intended for the 423 Component to constitute an “employee stock purchase plan” within the meaning of Section 423(b)
of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and the 423 Component shall be interpreted in accordance
with that intent. Under the Non-423 Component, which does not qualify as an “employee stock purchase plan” within the meaning
of Section 423(b) of the Code, options shall be granted pursuant to rules, procedures, or sub-plans adopted by the Administrator designed
to achieve tax, securities laws, or other objectives for eligible employees. Except as otherwise provided herein, the Non-423 Component
shall operate and be administered in the same manner as the 423 Component.


 


Unless otherwise defined herein, capitalized terms
in this Plan shall have the meaning ascribed to them in Section 28.


 


1.                 
Administration. The Plan shall be administered by the person or persons (the “Administrator”) appointed
by the Company’s Board of Directors (the “Board”) for such purpose. The Administrator has full authority at any
time to: (a) adopt, alter, and repeal such rules, guidelines, and practices for the administration of the Plan and for its own acts and
proceedings as it shall deem advisable; (b) interpret and construe the terms and provisions of the Plan; (c) make all determinations it
deems advisable for the administration of the Plan, including to accommodate the specific requirements of local laws, regulations, and
procedures for jurisdictions outside the United States; (d) decide all disputes arising in connection with the Plan; and (e) otherwise
supervise the administration of the Plan. All interpretations and decisions of the Administrator shall be final and binding on all persons,
including the Company and the Participants. No member of the Board or individual exercising administrative authority with respect to the
Plan shall be liable for any action or determination made in good faith with respect to the Plan or any option granted hereunder.


 


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2.                 
Offerings. The Company shall make one or more offerings to eligible employees to purchase Common Stock under the Plan (“Offerings”)
consisting of one or more Purchase Periods. Unless otherwise determined by the Administrator, the initial Offering shall begin on November
1, 2022 and shall end on October 31, 2024 (the “Initial Offering”) and the next two Offerings shall commence on the
first trading day on or following each of May 1, 2023 and November 1, 2023 and shall end on October 31, 2024. Thereafter, unless otherwise
determined by the Administrator, subsequent Offerings shall begin on the first trading day on or after each May 1 and November 1 and shall
end on the last trading day on or before the first following October 31 and April 30, respectively. The Administrator may, in its discretion,
designate a different period for any Offering, provided that no Offering shall exceed 27 months in duration. Unless the Administrator
otherwise determines, each Offering shall be divided into equal six-month Purchase Periods, except that the first Purchase Period in the
Initial Offering shall commence on November 1, 2022 and shall end on the last trading day on or before April 30, 2023.


 


3.                 
Eligibility. All individuals classified as employees on the payroll records of the Company and each Designated Company are
eligible to participate in any one or more of the Offerings under the Plan, provided that, unless otherwise determined by the Administrator,
as of the first day of the applicable Offering (the “Offering Date”) they are customarily employed by the Company or
a Designated Company for more than 20 hours a week and for more than five months in any calendar year; provided, however,
that employees who are employed for 20 hours or less a week or for five months or less in any calendar year may be eligible to participate
in the Plan if required by applicable law or regulations. Notwithstanding any other provision herein, individuals who are not contemporaneously
classified as employees of the Company or a Designated Company for purposes of the Company’s or applicable Designated Company’s
payroll system are not considered to be eligible employees of the Company or any Designated Company and shall not be eligible to participate
in the Plan. In the event any such individuals are reclassified as employees of the Company or a Designated Company for any purpose, including,
without limitation, common law or statutory employees, by any action of any third party, including, without limitation, any government
agency, or as a result of any private lawsuit, action or administrative proceeding, such individuals shall, notwithstanding such reclassification,
remain ineligible for participation. Notwithstanding the foregoing, the exclusive means for individuals who are not contemporaneously
classified as employees of the Company or a Designated Company on the Company’s or Designated Company’s payroll system to
become eligible to participate in this Plan is through an amendment to this Plan, duly executed by the Company, which specifically renders
such individuals eligible to participate herein. Notwithstanding any other provision herein, the Administrator may determine that select
employees of a Designated Company that would otherwise be eligible to participate in any one or more of the Offerings under the Plan but
are restricted or limited from so participating due to applicable law are ineligible to participate in any one or more of the Offerings
under the Plan.


 


4.                 
Participation.


 


(a)              
Participants on Effective Date. Each eligible employee at the time of the adoption of the Plan shall be deemed to be a Participant
at such time. If an eligible employee is deemed to be a Participant pursuant to this Section 4(a), such individual shall be deemed not
to have authorized payroll deductions and shall not purchase any Common Stock hereunder unless he or she thereafter authorizes payroll
deductions by submitting an enrollment form (in the manner described in Section 4(c)) within 60 days of the commencement of the Initial
Offering. If such a Participant does not authorize payroll deductions by submitting an enrollment form within 60 days of the commencement
of the Initial Offering, that Participant shall be deemed to have withdrawn from the Plan.


 


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(b)              
Participants in Subsequent Offerings. An eligible employee who is not a Participant in any prior Offering may participate
in a subsequent Offering by submitting an enrollment form (in the manner described in Section 4(c)) at least 15 business days before the
Offering Date (or by such other deadline as shall be established by the Administrator for the Offering).


 


(c)              
Enrollment. The enrollment form (which may be in an electronic format or such other method as determined by the Company
in accordance with the Company’s practices) shall (a) state a whole percentage to be deducted from an eligible employee’s
Compensation per pay period, (b) authorize the purchase of Common Stock in each Offering in accordance with the terms of the Plan, and
(c) specify the exact name or names in which shares of Common Stock purchased for such individual are to be issued pursuant to Section
10. An employee who does not enroll in accordance with these procedures shall be deemed to have waived the right to participate. Unless
a Participant files a new enrollment form or withdraws from the Plan, such Participant’s deductions and purchases shall continue
at the same percentage of Compensation for future Offerings, provided he or she remains eligible.


 


(d)              
Notwithstanding the foregoing, participation in the Plan shall neither be permitted nor denied contrary to the requirements of
the Code.


 


5.                 
Employee Contributions. Each eligible employee may authorize payroll deductions at a minimum of one (1) percent up to a
maximum of ten (10) percent of such employee’s Compensation for each pay period. The Company shall maintain book accounts showing
the amount of payroll deductions made by each Participant for each Purchase Period. No interest shall accrue or be paid on payroll deductions,
except as may be required by applicable law. If payroll deductions for purposes of the Plan are prohibited or otherwise problematic under
applicable law (as determined by the Administrator in its discretion), the Administrator may require Participants to contribute to the
Plan by such other means as determined by the Administrator. Any reference to “payroll deductions” in this Section 5 (or in
any other section of the Plan) shall similarly cover contributions by other means made pursuant to this Section 5.


 


6.                 
Deduction Changes. Except in the event of a Participant increasing his or her payroll deduction from zero (0) percent during
the first Offering as specified in Section 4(a) or as may be determined by the Administrator in advance of an Offering, a Participant
may not increase or decrease his or her payroll deduction during any Offering, but may increase or decrease his or her payroll deduction
with respect to the next Offering (subject to the limitations of Section 5) by filing a new enrollment form at least 15 business days
before the next Offering Date (or by such other deadline as shall be established by the Administrator for the Offering). The Administrator
may, in advance of any Offering, establish rules permitting a Participant to increase, decrease or terminate his or her payroll deduction
during an Offering.


 


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7.                 
Withdrawal. A Participant may withdraw from participation in the Plan by submitting to the Company a revised enrollment
form indicating his or her election to withdraw (in accordance with such procedures as may be established by the Administrator). The Participant’s
withdrawal shall be effective as of the next business day or as of a later date determined by the Administrator. Following a Participant’s
withdrawal, the Company shall promptly refund such individual’s entire account balance under the Plan to him or her (after payment
for any Common Stock purchased before the effective date of withdrawal). Partial withdrawals are not permitted. Such an employee may not
begin participation again during the remainder of the Offering, but may enroll in a subsequent Offering in accordance with Section 4.


 


8.                 
Grant of Options. On each Offering Date, the Company shall grant to each Participant in the Plan an option (“Option”)
to purchase, on the last day of a Purchase Period (the “Exercise Date”) and at the Option Price hereinafter provided
for, the lowest of (a) a number of shares of Common Stock determined by dividing such Participant’s accumulated payroll deductions
on such Exercise Date by the Option Price (as defined herein); (b) a number of shares determined by dividing $15,000 by the Fair Market
Value of a Common Stock on the Offering Date; or (c) such other lesser maximum number of shares as shall have been established by the
Administrator in advance of the Offering; provided, however, that such Option shall be subject to the limitations set forth below. Each
Participant’s Option shall be exercisable only to the extent of such Participant’s accumulated payroll deductions on the Exercise
Date. The purchase price for each share purchased under each Option (the “Option Price”) shall be 85 percent of the
Fair Market Value of a Common Stock on the Offering Date or the Exercise Date, whichever is less.


 


Notwithstanding the foregoing, no Participant may be
granted an Option hereunder if such Participant, immediately after the Option was granted, would be treated as owning stock possessing
five (5) percent or more of the total combined voting power or value of all classes of stock of the Company or any Parent or Subsidiary.
For purposes of the preceding sentence, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership
of a Participant, and all stock which the Participant has a contractual right to purchase shall be treated as stock owned by the Participant.
In addition, no Participant may be granted an Option which permits his or her rights to purchase stock under the Plan, and any other employee
stock purchase plan of the Company and its Parents and Subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value
of such stock (determined on the option grant date or dates) for each calendar year in which the Option is outstanding at any time. The
purpose of the limitation in the preceding sentence is to comply with Section 423(b)(8) of the Code and shall be applied taking Options
into account in the order in which they were granted.


 


9.                 
Exercise of Option and Purchase of Shares. Each employee who continues to be a Participant in the Plan on the Exercise Date
shall be deemed to have exercised his or her Option on such date and shall acquire from the Company such number of whole shares of Common
Stock reserved for the purpose of the Plan as his or her accumulated payroll deductions on such date shall purchase at the Option Price,
subject to any other limitations contained in the Plan. Unless otherwise determined by the Administrator in advance of an Offering, any
amount remaining in a Participant’s account after the purchase of shares on an Exercise Date of an Offering solely by reason of
the inability to purchase a fractional share shall be carried forward to the next Purchase Period and, if such Exercise Date is the final
Exercise Date of an Offering, shall be carried forward to the next Offering; any other balance remaining in a Participant’s account
at the end of an Offering shall be refunded to the Participant promptly.


 


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10.             
Issuance of Certificates. Certificates representing shares of Common Stock purchased under the Plan may be issued only in
the name of the employee, in the name of the employee and another person of legal age as joint tenants with rights of survivorship, or
in the name of a broker authorized by the employee to be his, her or their, nominee for such purpose.


 


11.             
Rights on Termination or Transfer of Employment. If a Participant’s employment terminates for any reason before the
Exercise Date for any Offering, no payroll deduction shall be taken from any pay due and owing to the Participant and the balance in the
Participant’s account shall be paid to such Participant or, in the case of such Participant’s death, to the legal representative
of his or her estate as if such Participant had withdrawn from the Plan under Section 7. An employee shall be deemed to have terminated
employment, for this purpose, if the corporation that employs him or her, having been a Designated Company, ceases to be a Subsidiary
or Affiliate, or if the employee is transferred to any corporation other than the Company or a Designated Company. Unless otherwise determined
by the Administrator, a Participant whose employment transfers between, or whose employment terminates with an immediate rehire (with
no break in service) by, Designated Companies or a Designated Company and the Company shall not be treated as having terminated employment
for purposes of participating in the Plan or an Offering; provided, however, that if a Participant transfers from an Offering under the
423 Component to an Offering under the Non-423 Component, the exercise of the Participant’s Option shall be qualified under the
423 Component only to the extent that such exercise complies with Section 423 of the Code. If a Participant transfers from an Offering
under the Non-423 Component to an Offering under the 423 Component, the exercise of the Participant’s Option shall remain non-qualified
under the Non-423 Component. Further, an employee shall not be deemed to have terminated employment for purposes of this Section 11, if
the employee is on an approved leave of absence where the employee’s right to reemployment is guaranteed either by a statute or
by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise provides in writing.


 


12.             
Special Rules and Sub-Plans. Notwithstanding anything herein to the contrary, the Administrator may adopt special rules
or sub-plans applicable to the employees of a particular Designated Company, whenever the Administrator determines that such rules are
necessary or appropriate for the implementation of the Plan in a jurisdiction where such Designated Company has employees, regarding,
without limitation, eligibility to participate in the Plan, handling and making of payroll deductions or contribution by other means,
establishment of bank or trust accounts to hold payroll deductions, payment of interest, conversion of local currency, obligations to
pay payroll tax, withholding procedures and handling of share issuances, any of which may vary according to applicable requirements; provided
that if such special rules or sub-plans are inconsistent with the requirements of Section 423(b) of the Code, the employees subject to
such special rules or sub-plans shall participate in the Non-423 Component.


 


13.             
Optionees Not Stockholders. Neither the granting of an Option to a Participant nor the deductions from his or her pay shall
result in such Participant becoming a holder of the shares of Common Stock covered by an Option under the Plan until such shares have
been purchased by and issued to him or her.


 


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14.             
Rights Not Transferable. Rights under the Plan are not transferable by a Participant other than by will or the laws of descent
and distribution, and are exercisable during the Participant’s lifetime only by the Participant.


 


15.             
Application of Funds. All funds received or held by the Company under the Plan may be combined with other corporate funds
and may be used for any corporate purpose, unless otherwise required under applicable law.


 


16.             
Adjustment in Case of Changes Affecting Common Stock. In the event of a subdivision of outstanding shares of Common Stock,
the payment of a dividend in Common Stock or any other change affecting the Common Stock, the number of shares approved for the Plan and
the share limitation set forth in Section 8 shall be equitably or proportionately adjusted by the Board in its sole discretion to give
proper effect to such event.


 


17.             
Change in Control. Each outstanding purchase right shall automatically be exercised, immediately prior to the effective
date of any Change in Control, by applying the payroll deductions of each Participant for the Purchase Period in which such Change in
Control occurs to the purchase of whole shares of Common Stock at the Option Price, with the Exercise Date being the date immediately
prior to the effective date of such Change in Control. Any such purchase shall be subject to any other limitations contained in the Plan.
The Company shall use its best efforts to provide at least ten (10) days’ prior written notice of the occurrence of any Change in
Control, and Participants shall, following the receipt of such notice, have the right to terminate their outstanding purchase rights prior
to the effective date of the Change in Control. Notwithstanding the foregoing provisions of this Section 17 to the contrary, the Administrator
may in its discretion determine that any outstanding purchase rights shall be terminated prior to the effective date of a Change in Control,
in which case all payroll deductions for the Purchase Period in which such purchase rights are terminated shall be promptly refunded.


 


18.             
Amendment of the Plan. The Board may at any time and from time to time amend the Plan in any respect, except that without
the approval within 12 months of such Board action by the stockholders, no amendment shall be made increasing the number of shares approved
for the Plan or making any other change that would require stockholder approval in order for the 423 Component of the Plan, as amended,
to qualify as an “employee stock purchase plan” under Section 423(b) of the Code.


 


19.             
Insufficient Shares. If the total number of shares of Common Stock that would otherwise be purchased on any Exercise Date
plus the number of shares purchased under previous Offerings under the Plan exceeds the maximum number of shares issuable under the Plan,
the shares then available shall be apportioned among Participants in proportion to the amount of payroll deductions accumulated on behalf
of each Participant that would otherwise be used to purchase Common Stock on such Exercise Date.


 


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20.             
Termination of the Plan. The Plan may be terminated at any time by the Board. Upon termination of the Plan, all amounts
in the accounts of Participants shall be promptly refunded. The Plan shall automatically terminate on the ten-year anniversary of the
Registration Date.


 


21.             
Governmental Regulations. The Company’s obligation to sell and deliver Common Stock under the Plan is subject to the
completion of any registration or qualification of the Common Stock under any U.S. or non-U.S. local, state or federal securities or exchange
control law, or under rulings or regulations of the SEC or of any other governmental regulatory body, and to obtaining any approval or
other clearance from any U.S. and non-U.S. local, state or federal governmental agency, which registration, qualification, or approval
the Company shall, in its absolute discretion, deem necessary or advisable. The Company is under no obligation to register or qualify
the Common Stock with the SEC or any other U.S. or non-U.S. securities commission or to seek approval or clearance from any governmental
authority for the issuance or sale of such stock.


 


22.             
Governing Law. This Plan and all Options and actions taken thereunder shall be governed by, and construed in accordance
with, the laws of the State of Delaware, applied without regard to conflict of law principles.


 


23.             
Issuance of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, from shares
held in the treasury of the Company, or from any other proper source.


 


24.             
Tax Withholding. Participation in the Plan is subject to any applicable U.S. and non-U.S. federal, state, or local tax withholding
requirements on income the Participant realizes in connection with the Plan. Each Participant agrees, by entering the Plan, that the Company
or any Subsidiary or Affiliate may, but shall not be obligated to, withhold from a Participant’s wages, salary, or other compensation
at any time the amount necessary for the Company or any Subsidiary or Affiliate to meet applicable withholding obligations, including
any withholding required to make available to the Company or any Subsidiary or Affiliate any tax deductions or benefits attributable to
the sale or disposition of Common Stock by such Participant. In addition, the Company or any Subsidiary or Affiliate may, but shall not
be obligated to, withhold from the proceeds of the sale of Common Stock or any other method of withholding that the Company or any Subsidiary
or Affiliate deems appropriate to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f) with respect to the 423 Component.
The Company shall not be required to issue any Common Stock under the Plan until such obligations are satisfied.


 


25.             
Code Section 409A. The 423 Component of the Plan is exempt from the application of Section 409A of the Code and any ambiguities
herein shall be interpreted to so be exempt from Section 409A of the Code. The Non-423 Component is intended to be exempt from the application
of Section 409A of the Code as options granted thereunder are intended to constitute “short term deferrals” and any ambiguities
herein shall be interpreted such that those options shall so be exempt from Section 409A of the Code. In furtherance of the foregoing
and notwithstanding any provision in the Plan to the contrary, if the Administrator determines that an option granted under the Plan may
be subject to Section 409A of the Code or that any provision in the Plan would cause an option under the Plan to be subject to Section
409A of the Code, the Administrator may amend the terms of the Plan and/or of an outstanding option granted under the Plan, or take such
other action the Administrator determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt
any outstanding option or future option that may be granted under the Plan from or to allow any such options to comply with Section 409A
of the Code, but only to the extent any such amendments or action by the Administrator would not violate Section 409A of the Code. Notwithstanding
the foregoing, the Company shall have no liability to a Participant or any other party if the option to purchase Common Stock under the
Plan that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken
by the Administrator with respect thereto. The Company makes no representation that the option to purchase Common Stock under the Plan
is compliant with Section 409A of the Code.


 


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26.             
Notification Upon Sale of Shares Under 423 Component. Each Participant agrees, by entering the 423 Component of the Plan,
to give the Company prompt notice of any disposition of shares purchased under the Plan where such disposition occurs within two years
after the date of grant of the Option pursuant to which such shares were purchased or within one year after the date such shares were
purchased.


 


27.             
Effective Date and Stockholder Approval. The Plan was adopted by the Board on March 15, 2022, and approved by stockholders
on May 10, 2022, to become effective on November 1, 2022, which approval occurred within the period ending twelve (12) months after the
date the Plan was adopted by the Board.


 


28.             
Definitions.


 


“Affiliate” means any entity that,
directly or indirectly through one or more intermediaries, controls, is controlled by or is under the common control with, the Company.


 


“Change in Control” means any one
of the following: (a) any person or entity, including a “group” as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934 other than the Company or a wholly-owned Subsidiary thereof or any employee benefit plan of the Company or any of its Subsidiaries,
becomes the beneficial owner of the Company’s securities having 50% or more of the combined voting power of the then outstanding
securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities
initiated by the Company in the ordinary course of business). For the avoidance of doubt, no such transaction shall trigger a Change in
Control while AEye, Inc. continues to hold, directly or indirectly, 50% or more of the combined voting power of the then outstanding securities
of the Company that may be cast for the election of directors of the Company; (b) as the result of, or in connection with, any cash tender
or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions,
less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity
entitled to vote generally in the election of the directors of the Company or the directors of such successor corporation or entity after
such transaction is held in the aggregate by the holders of the Company’s securities entitled to vote generally in the election
of the directors of the Company immediately prior to such transaction; (c) during any period of two consecutive years, individuals who
at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election,
or the nomination for election by the Company’s shareholders, of each director of the Company first elected during such period was
approved by a vote of a majority of the directors of the Company then still in office who were directors of the Company at the beginning
of any such period; or (d) the shareholders of the Company approve a plan of complete liquidation of the Company or the sale or disposition
by the Company of all or substantially all of the Company’s assets, other than a liquidation of the Company into a wholly-owned
subsidiary.


 


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“Compensation” means the amount
of base pay, prior to salary reduction (such as pursuant to Sections 125, 132(f) or 401(k) of the Code), but excluding overtime, commissions,
incentive or bonus awards, allowances and reimbursements for expenses such as relocation allowances or travel expenses, income or gains
related to Company stock options or other share-based awards, and similar items. The Administrator shall have the discretion to determine
the application of this definition to Participants outside the United States.


 


“Designated Company” means any present
or future Subsidiary or Affiliate that has been designated by the Administrator to participate in the Plan. The Administrator may so designate
any Subsidiary or Affiliate, or revoke any such designation, at any time and from time to time, either before or after the Plan is approved
by the stockholders, and may further designate such companies or Participants as participating in the 423 Component or the Non-423 Component.
The Administrator may also determine which Affiliates or eligible employees may be excluded from participation in the Plan, to the extent
consistent with Section 423 of the Code or as implemented under the Non-423 Component, and determine which Designated Company or Companies
shall participate in separate Offerings (to the extent that the Company makes separate Offerings). For purposes of the 423 Component,
only the Company and its Subsidiaries may be Designated Companies; provided, however, that at any given time, a Subsidiary that is a Designated
Company under the 423 Component shall not be a Designated Company under the Non-423 Component.


 


“Fair Market Value” means, with
respect to a Common Stock, the fair market value thereof as of the relevant date of determination, as determined in accordance with the
valuation methodology approved by the Board (based on objective criteria) from time to time and applied consistently. In the absence of
any alternative valuation methodology approved by the Board, Fair Market Value shall be equal to the closing selling price of a Common
Stock on the trading day immediately preceding the date on which such valuation is made on the Nasdaq Stock Market or such established
national securities exchange as may be designated by the Board (and if listed on more than one securities exchange, and the closing price
on another securities exchange is higher, then the highest of such closing prices) or, in the event that the Common Stock are not listed
for trading on the Nasdaq Stock Market or such other national securities exchange as may be designated by the Board but are quoted on
an automated system, in any such case on the valuation date (or if there were no sales on the valuation date, the average of the highest
and lowest quoted selling prices as reported on said composite tape or automated system for the most recent day during which a sale occurred).
Notwithstanding the foregoing, if the date for which the Fair Market Value of a Common Stock is determined is the Registration Date, the
Fair Market Value of a Common Stock shall be the “Price to the Public” (or equivalent) set forth on the cover page for the
final prospectus relating to the Company’s Initial Public Offering.


 


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“Parent” means a “parent corporation”
with respect to the Company, as defined in Section 424(e) of the Code.


 


“Participant” means an individual
who is eligible as determined in Section 3 and who has complied with the provisions of Section 4.


 


“Purchase Period” means a period
of time specified within an Offering beginning on the Offering Date or on the next day following an Exercise Date within an Offering and
ending on an Exercise Date. An Offering may consist of one or more Purchase Periods.


 


“Subsidiary” means a “subsidiary
corporation” with respect to the Company, as defined in Section 424(f) of the Code.


 


 


 


 


 


 


 


 


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