Exhibit 10.2


 


SCHOLAR ROCK HOLDING
CORPORATION


 


2022 INDUCEMENT EQUITY
PLAN


 


SECTION 1.  GENERAL
PURPOSE OF THE PLAN; DEFINITIONS


 


The name of the plan is
the Scholar Rock Holding Corporation 2022 Inducement Equity Plan (the “Plan”).  The purpose of the Plan is to
enable Scholar Rock Holding Corporation (the “Company”) to grant equity awards to induce highly-qualified prospective
officers and employees to accept employment and provide them with a proprietary interest in the Company.  It is anticipated that
providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with
those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire
to remain with the Company. The Company intends that the Plan be reserved for persons to whom the Company can issue securities without
stockholder approval as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of the NASDAQ Stock Market, Inc.


 


The following terms shall
be defined as set forth below:


 


“Act” means
the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


“Administrator”
means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation
committee and which is comprised of not less than two Non-Employee Directors who are independent.


 


“Award” or
 “Awards” except where referring to a particular category of grant under the Plan, shall include Non-Qualified Stock
Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, and Dividend Equivalent
Rights.


 


“Award Certificate”
means a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan.  Each
Award Certificate is subject to the terms and conditions of the Plan.


 


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


 


“Code” means
the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.


 


“Dividend Equivalent
Right” means an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the
shares of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and
held by the grantee.


 


“Effective Date” means
the date on which the Plan is approved by the Board as set forth in Section 18.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


“Fair Market
Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the Administrator;
provided, however, that if the Stock is admitted to quotation on the Nasdaq Global Select Market, The New York Stock Exchange or another
national securities exchange, the determination shall be made by reference to market quotations.  If there are no market quotations
for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations.


 


“NASDAQ Inducement
Exception” means Rule 5635(c)(4) of the Marketplace Rules of the NASDAQ Stock Market, Inc., or any successor rule, and related
guidance thereunder.


 






     


     


    

 





“Non-Employee
Director” means a member of the Board who is not also an employee of the Company or any Subsidiary.


 


“Non-Qualified
Stock Option” means any Stock Option that is not an “incentive stock option” under Section 422 of the Code.


 


“Option” or
 “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.


 


“Restricted Shares”
means the shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture or the Company’s right
of repurchase.


 


“Restricted Stock
Award” means an Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine
at the time of grant.


 


“Restricted Stock
Units” means an Award of stock units subject to such restrictions and conditions as the Administrator may determine at
the time of grant.


 


“Sale Event”
shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or
entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power
and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock
or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of
such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert,
or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction
do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the
transaction other than as a result of the acquisition of securities directly from the Company.


 


“Sale Price”
means the value as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share
of Stock pursuant to a Sale Event.


 


“Section 409A”
means Section 409A of the Code and the regulations and other guidance promulgated thereunder.


 


“Service Relationship”
means any relationship as a full-time employee, part-time employee, director or other key person (including consultants) of the Company
or any Subsidiary or any successor entity (e.g., a Service Relationship shall be deemed to continue without interruption in the event
an individual’s status changes from full-time employee to part-time employee or consultant).


 


“Stock” means
the Common Stock, par value $0.001 per share, of the Company, subject to adjustments pursuant to Section 3.


 


“Stock Appreciation
Right” means an Award entitling the recipient to receive shares of Stock (or cash, to the extent explicitly provided for
in the applicable Award Certificate) having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise
over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation
Right shall have been exercised.


 


“Subsidiary” means
any corporation or other entity (other than the Company) in which the Company has at least a fifty percent (50%) interest, either directly
or indirectly.


 


“Unrestricted
Stock Award” means an Award of shares of Stock free of any restrictions.


 






     


     


    

 


SECTION 2.   ADMINISTRATION
OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS


 


(a)           Administration
of Plan.  The Plan shall be administered by the Administrator.





 


(b)           Powers
of Administrator.  The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan,
including the power and authority:


 


(i)             to
select the individuals to whom Awards may from time to time be granted;


 


(ii)            to
determine the time or times of grant, and the extent, if any, of Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock
Awards, Restricted Stock Units, Unrestricted Stock Awards, and Dividend Equivalent Rights, or any combination of the foregoing, granted
to any one or more grantees;


 


(iii)           to
determine the number of shares of Stock to be covered by any Award;


 


(iv)           to
determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan,
of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award Certificates;


 


(v)            to
accelerate at any time the exercisability or vesting of all or any portion of any Award;


 


(vi)          subject
to the provisions of Section 5(c), to extend at any time the period in which Stock Options may be exercised; and


 


(vii)         at
any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings
as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to
make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan;
and to otherwise supervise the administration of the Plan.


 


All decisions and interpretations
of the Administrator shall be binding on all persons, including the Company and Plan grantees.


 


(c)            Delegation
of Authority to Grant Awards.  Subject to applicable law and the NASDAQ Inducement Exception, in its discretion, may delegate
to a committee consisting of one or more officers of the Company including the Chief Executive Officer of the Company all or part of the
Administrator’s authority and duties with respect to the granting of Awards to individuals who are (i) not subject to the reporting
and other provisions of Section 16 of the Exchange Act and (ii) members of the delegated committee.  Any such delegation
by the Administrator shall include a limitation as to the amount of Stock underlying Awards that may be granted during the period of the
delegation and shall contain guidelines as to the determination of the exercise price and the vesting criteria.  The Administrator
may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Administrator’s
delegate or delegates that were consistent with the terms of the Plan.


 


(d)           Award
Certificate.  Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and limitations
for each Award which may include, without limitation, the term of an Award and the provisions applicable in the event employment or service
terminates.


 


(e)            Indemnification. 
Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with the Plan, and the members of the Board and the Administrator (and
any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss,
damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent
permitted by law and/or under the Company’s articles or bylaws or any directors’ and officers’ liability insurance coverage
which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.


 


(f)             Foreign
Award Recipients.  Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other
countries in which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards, the
Administrator, in its sole discretion, shall have the power and authority to:  (i) determine which Subsidiaries shall be
covered by the Plan; (ii) determine which individuals outside the United States are eligible to participate in the Plan;
(iii) modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable
foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the
Administrator determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to this
Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in
Section 3(a) hereof; and (v) take any action, before or after an Award is made, that the Administrator determines to
be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. 
Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would
violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States
governing statute or law.


 






     


     


    

 


SECTION 3.  STOCK ISSUABLE
UNDER THE PLAN; MERGERS; SUBSTITUTION


 


(a)           Stock
Issuable.  The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 1,000,000 shares,
subject to adjustment as provided in Section 3(c).  For purposes of this limitation, the shares of Stock underlying any Awards
under the Plan that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award to cover the exercise price
or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other
than by exercise) shall be added back to the shares of Stock available for issuance under the Plan. In the event the Company repurchases
shares of Stock on the open market, such shares shall not be added to the shares of Stock available for issuance under the Plan. 
Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award. 
The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.


 


(b)           Reserved.


 


(c)            Changes
in Stock.  Subject to Section 3(d) hereof, if, as a result of any reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares
of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional
shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares
of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the
Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor entity (or a parent
or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number of shares
reserved for issuance under the Plan, (ii) the number and kind of shares or other securities subject to any then outstanding Awards
under the Plan, (iii) the repurchase price, if any, per share subject to each outstanding Restricted Stock Award, and (iv) the
exercise price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing
the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options and Stock Appreciation Rights) as to
which such Stock Options and Stock Appreciation Rights remain exercisable.  The Administrator shall also make equitable or proportionate
adjustments in the number of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into
consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event.  The adjustment by
the Administrator shall be final, binding and conclusive.  No fractional shares of Stock shall be issued under the Plan resulting
from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional shares.


 


(d)           Mergers
and Other Transactions.  In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the
assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards
of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the
per share exercise prices, as such parties shall agree.  To the extent the parties to such Sale Event do not provide for the
assumption, continuation or substitution of Awards, upon the effective time of the Sale Event, the Plan and all outstanding Awards
granted hereunder shall terminate.  In such case, except as may be otherwise provided in the relevant Award Certificate, all
Options and Stock Appreciation Rights that are not exercisable immediately prior to the effective time of the Sale Event shall
become fully exercisable as of the effective time of the Sale Event, all other Awards with time-based vesting, conditions or
restrictions shall become fully vested and nonforfeitable as of the effective time of the Sale Event, and all Awards with conditions
and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in connection with a Sale
Event in the Administrator’s discretion or to the extent specified in the relevant Award Certificate.  In the event of
such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a payment, in cash or
in kind, to the grantees holding Options and Stock Appreciation Rights, in exchange for the cancellation thereof, in an amount equal
to the difference between (A) the Sale Price multiplied by the number of shares of Stock subject to outstanding Options and
Stock Appreciation Rights (to the extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate
exercise price of all such outstanding Options and Stock Appreciation Rights (provided that, in the case of an Option or Stock
Appreciation Right with an exercise price equal to or greater than the Sale Price, such Option or Stock Appreciation Right shall be
cancelled for no consideration); or (ii) each grantee shall be permitted, within a specified period of time prior to the
consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Options and Stock Appreciation Rights
(to the extent then exercisable) held by such grantee.  The Company shall also have the option (in its sole discretion) to make
or provide for a payment, in cash or in kind, to the grantees holding other Awards in an amount equal to the Sale Price multiplied
by the number of vested shares of Stock under such Awards.


 






     


     


    

 


SECTION 4.  ELIGIBILITY


 


Grantees under the Plan
will be such individuals to whom the Company may issue securities without stockholder approval in accordance with the NASDAQ Inducement
Exception, as are selected from time to time by the Administrator in its sole discretion.


 


SECTION 5.  STOCK OPTIONS


 


(a)           Award
of Stock Options.  The Administrator may grant Stock Options under the Plan.  Any Stock Option granted under the Plan shall
be a Non-Qualified Stock Option and shall be in such form as the Administrator may from time to time approve.


 


Stock Options granted
pursuant to this Section 5 shall be subject to the following terms and conditions and shall contain such additional terms and conditions,
not inconsistent with the terms of the Plan, as the Administrator shall deem desirable.


 


(b)           Exercise
Price.  The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be
determined by the Administrator at the time of grant but shall not be less than one hundred percent (100%) of the Fair Market Value on
the date of grant. 


 


(c)            Option
Term.  The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than
ten years after the date the Stock Option is granted. 


 


(d)           Exercisability;
Rights of a Stockholder.  Stock Options shall become exercisable at such time or times, whether or not in installments, as shall
be determined by the Administrator at or after the grant date.  The Administrator may at any time accelerate the exercisability of
all or any portion of any Stock Option.  An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise
of a Stock Option and not as to unexercised Stock Options.


 


(e)            Method
of Exercise.  Stock Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the Company,
specifying the number of shares to be purchased.  Payment of the purchase price may be made by one or more of the following methods
except to the extent otherwise provided in the Option Award Certificate:


 


(i)               In
cash, by certified or bank check or other instrument acceptable to the Administrator;


 






     


     


    

 





(ii)            Through
the delivery (or attestation to the ownership following such procedures as the Company may prescribe) of shares of Stock that are not
then subject to restrictions under any Company plan.  Such surrendered shares shall be valued at Fair Market Value on the exercise
date;


 


(iii)            By
the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee
chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or


 


(iv)             By
a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise
by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price. Payment instruments
will be received subject to collection.  The transfer to the optionee on the records of the Company or of the transfer agent of the
shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser
acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and
the fulfillment of any other requirements contained in the Option Award Certificate or applicable provisions of laws (including the satisfaction
of any withholding taxes that the Company is obligated to withhold with respect to the optionee).  In the event an optionee chooses
to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred
to the optionee upon the exercise of the Stock Option shall be net of the number of attested shares.  In the event that the Company
establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system
using an internet website or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use
of such an automated system.


 


SECTION 6.  STOCK APPRECIATION
RIGHTS


 


(a)           Award
of Stock Appreciation Rights.  The Administrator may grant Stock Appreciation Rights under the Plan.  A Stock Appreciation
Right is an Award entitling the recipient to receive shares of Stock (or cash, to the extent explicitly provided for in the applicable
Award Certificate) having a value equal to the excess of the Fair Market Value of a share of Stock on the date of exercise over the exercise
price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall
have been exercised.


 


(b)          Exercise
Price of Stock Appreciation Rights.  The exercise price of a Stock Appreciation Right shall not be less than one hundred percent
(100%) of the Fair Market Value of the Stock on the date of grant.


 


(c)          Grant
and Exercise of Stock Appreciation Rights.  Stock Appreciation Rights may be granted by the Administrator independently of any
Stock Option granted pursuant to Section 5 of the Plan.


 


(d)          Terms
and Conditions of Stock Appreciation Rights.  Stock Appreciation Rights shall be subject to such terms and conditions as shall
be determined on the date of grant by the Administrator.  The term of a Stock Appreciation Right may not exceed ten years. 
The terms and conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual
Awards and grantees.


 


SECTION 7.  RESTRICTED STOCK
AWARDS


 


(a)          Nature
of Restricted Stock Awards.  The Administrator may grant Restricted Stock Awards under the Plan.  A Restricted Stock Award
is any Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant. 
Conditions may be based on continuing employment (or other Service Relationship) and/or achievement of pre-established performance goals
and objectives.


 






     


     


    

 


(b)           Rights
as a Stockholder.  Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee
shall have the rights of a stockholder with respect to the voting of the Restricted Shares and receipt of dividends; provided that
if the lapse of restrictions with respect to the Restricted Stock Award is tied to the attainment of performance goals, any
dividends paid by the Company during the performance period shall accrue and shall not be paid to the grantee until and to the
extent the performance goals are met with respect to the Restricted Stock Award.  Unless the Administrator shall otherwise
determine, (i) uncertificated Restricted Shares shall be accompanied by a notation on the records of the Company or the
transfer agent to the effect that they are subject to forfeiture until such Restricted Shares are vested as provided in
Section 7(d) below, and (ii) certificated Restricted Shares shall remain in the possession of the Company until such
Restricted Shares are vested as provided in Section 7(d) below, and the grantee shall be required, as a condition of the
grant, to deliver to the Company such instruments of transfer as the Administrator may prescribe.


 


(c)            Restrictions. 
Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided
herein or in the Restricted Stock Award Certificate.  Except as may otherwise be provided by the Administrator either in the Award
Certificate or, subject to Section 15 below, in writing after the Award is issued, if a grantee’s employment (or other service
relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Shares that have not vested at the time
of termination shall automatically and without any requirement of notice to such grantee from or other action by or on behalf of, the
Company be deemed to have been reacquired by the Company at its original purchase price (if any) from such grantee or such grantee’s
legal representative simultaneously with such termination of employment (or other service relationship), and thereafter shall cease to
represent any ownership of the Company by the grantee or rights of the grantee as a stockholder.  Following such deemed reacquisition
of Restricted Shares that are represented by physical certificates, a grantee shall surrender such certificates to the Company upon request
without consideration.


 


(d)           Vesting
of Restricted Shares.  The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the non-transferability of the Restricted Shares and the Company’s right
of repurchase or forfeiture shall lapse.  Subsequent to such date or dates and/or the attainment of such pre-established performance
goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Shares and shall
be deemed “vested.”


 


SECTION 8.  RESTRICTED STOCK
UNITS


 


(a)           Nature
of Restricted Stock Units.  The Administrator may grant Restricted Stock Units under the Plan.  A Restricted Stock Unit
is an Award of stock units that may be settled in shares of Stock (or cash, to the extent explicitly provided for in the Award Certificate)
upon the satisfaction of such restrictions and conditions at the time of grant.  Conditions may be based on continuing employment
(or other service relationship) and/or achievement of pre-established performance goals and objectives.  The terms and conditions
of each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. 
Except in the case of Restricted Stock Units with a deferred settlement date that complies with Section 409A, at the end of the vesting
period, the Restricted Stock Units, to the extent vested, shall be settled in the form of shares of Stock.  Restricted Stock Units
with deferred settlement dates are subject to Section 409A and shall contain such additional terms and conditions as the Administrator
shall determine in its sole discretion in order to comply with the requirements of Section 409A.


 


(b)            Rights
as a Stockholder.  A grantee shall have the rights as a stockholder only as to shares of Stock acquired by the grantee upon settlement
of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the stock
units underlying his Restricted Stock Units, subject to the provisions of Section 10 and such terms and conditions as the Administrator
may determine.


 


(c)           Termination. 
Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 15 below, in writing
after the Award is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon
the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.


 






     


     


    

 


SECTION 9.  UNRESTRICTED
STOCK AWARDS


 


Grant or Sale of
Unrestricted Stock.  The Administrator may grant (or sell at par value or such higher purchase price determined by the
Administrator) an Unrestricted Stock Award under the Plan.  An Unrestricted Stock Award is an Award pursuant to which the
grantee may receive shares of Stock free of any restrictions under the Plan.  Unrestricted Stock Awards may be granted in
respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.


 


SECTION 10.  DIVIDEND EQUIVALENT
RIGHTS


 


(a)           Dividend
Equivalent Rights.  The Administrator may grant Dividend Equivalent Rights under the Plan.  A Dividend Equivalent Right
is an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified
in the Dividend Equivalent Right (or other Award to which it relates) if such shares had been issued to the grantee.  A Dividend
Equivalent Right may be granted hereunder to any grantee as a component of an award of Restricted Stock Units or as a freestanding award. 
The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Certificate.  Dividend equivalents credited
to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares of Stock, which
may thereafter accrue additional equivalents.  Any such reinvestment shall be at Fair Market Value on the date of reinvestment or
such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any.  Dividend Equivalent Rights
may be settled in cash or shares of Stock or a combination thereof, in a single installment or installments.  A Dividend Equivalent
Right granted as a component of an Award of Restricted Stock Units shall provide that such Dividend Equivalent Right shall be settled
only upon settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire
or be forfeited or annulled under the same conditions as such other Award.


 


(b)           Termination. 
Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 15 below, in writing
after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights shall automatically terminate upon the grantee’s
termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.


 


SECTION 11.  TRANSFERABILITY
OF AWARDS


 


(a)           Transferability. 
Except as provided in Section 11(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only by
the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity.  No Awards
shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of descent
and distribution or pursuant to a domestic relations order.  No Awards shall be subject, in whole or in part, to attachment, execution,
or levy of any kind, and any purported transfer in violation hereof shall be null and void.


 


(b)           Administrator
Action.  Notwithstanding Section 11(a), the Administrator, in its discretion, may provide either in the Award Certificate
regarding a given Award or by subsequent written approval that the grantee (who is an employee or director) may transfer his or her Non-Qualified
Stock Options to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships in which such
family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms
and conditions of this Plan and the applicable Award.  In no event may an Award be transferred by a grantee for value.


 


(c)            Family
Member.  For purposes of Section 11(b), “family member” shall mean a grantee’s child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than a tenant
of the grantee), a trust in which these persons (or the grantee) have more than fifty percent (50%) of the beneficial interest, a foundation
in which these persons (or the grantee) control the management of assets, and any other entity in which these persons (or the grantee)
own more than fifty percent (50%) of the voting interests.


 


(d)           Designation
of Beneficiary.  To the extent permitted by the Company, each grantee to whom an Award has been made under the Plan may designate
a beneficiary or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s death. 
Any such designation shall be on a form provided for that purpose by the Administrator and shall not be effective until received by the
Administrator.  If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased
the grantee, the beneficiary shall be the grantee’s estate.





 






     


     


    

 


SECTION 12.  TAX WITHHOLDING


 


(a)           Payment
by Grantee.  Each grantee shall, no later than the date as of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld
by the Company with respect to such income.  The Company and its Subsidiaries shall, to the extent permitted by law, have the right
to deduct any such taxes from any payment of any kind otherwise due to the grantee.  The Company’s obligation to deliver evidence
of book entry (or stock certificates) to any grantee is subject to and conditioned on tax withholding obligations being satisfied by the
grantee.


 


(b)           Payment
in Stock.  Subject to approval by the Administrator, a grantee may elect to have the Company’s required tax withholding
obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award
a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding
amount due; provided, however, that the amount withheld does not exceed the maximum statutory tax rate or such lesser amount as is necessary
to avoid liability accounting treatment.  The Administrator may also require Awards to be subject to mandatory share withholding
up to the required withholding amount.  For purposes of share withholding, the Fair Market Value of withheld shares shall be determined
in the same manner as the value of Stock includible in income of the Participants.  The required tax withholding obligation may also
be satisfied, in whole or in part, by an arrangement whereby a certain number of shares of Stock issued pursuant to any Award are immediately
sold and proceeds from such sale are remitted to the Company in an amount that would satisfy the withholding amount due.


 


SECTION 13.  SECTION 409A
AWARDS


 


To the extent that any
Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A
Award”), the Award shall be subject to such additional rules and requirements as specified by the Administrator from time
to time in order to comply with Section 409A.  In this regard, if any amount under a 409A Award is payable upon a “separation
from service” (within the meaning of Section 409A) to a grantee who is then considered a “specified employee” (within
the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and
one day after the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is
necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. 
Further, the settlement of any 409A Award may not be accelerated except to the extent permitted by Section 409A.


 


SECTION 14.  TERMINATION
OF EMPLOYMENT, TRANSFER, LEAVE OF ABSENCE, ETC.


 


(a)           Termination
of Employment.  If the grantee’s Service Relationship is with a Subsidiary and such Subsidiary ceases to be a Subsidiary,
the grantee shall be deemed to have terminated his or her Service Relationship for purposes of the Plan.


 


(b)           For
purposes of the Plan, the following events shall not be deemed a termination of employment:


 


(i)               a
transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; or


 


(ii)            an
approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s
right to re-employment 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 so provides in writing.


 






     


     


    

 


SECTION 15.  AMENDMENTS
AND TERMINATION


 


The Board may, at
any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the
purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any
outstanding Award without the holder’s consent.  Except as provided in Section 3(c) or 3(d), without prior
stockholder approval, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Stock
Options or Stock Appreciation Rights or effect repricing through cancellation and re-grants or cancellation of Stock Options or
Stock Appreciation Rights in exchange for cash or other Awards.  Nothing in this Section 15 shall limit the
Administrator’s authority to take any action permitted pursuant to Section 3(c) or 3(d).


 


SECTION 16.  STATUS OF PLAN


 


With respect to the portion
of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall
have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in
connection with any Award or Awards.  In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements
to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence
of such trusts or other arrangements is consistent with the foregoing sentence.


 


SECTION 17.  GENERAL PROVISIONS


 


(a)           No
Distribution.  The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree with
the Company in writing that such person is acquiring the shares without a view to distribution thereof.


 


(b)           Issuance
of Stock.  To the extent certificated, stock certificates to grantees under this Plan shall be deemed delivered for all purposes
when the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to
the grantee, at the grantee’s last known address on file with the Company.  Uncertificated Stock shall be deemed delivered
for all purposes when the Company or a Stock transfer agent of the Company shall have given to the grantee by electronic mail (with proof
of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company, notice
of issuance and recorded the issuance in its records (which may include electronic “book entry” records).  Notwithstanding
anything herein to the contrary, the Company shall not be required to issue or deliver any evidence of book entry or certificates evidencing
shares of Stock pursuant to the exercise or settlement of any Award, unless and until the Administrator has determined, with advice of
counsel (to the extent the Administrator deems such advice necessary or advisable), that the issuance and delivery is in compliance with
all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares
of Stock are listed, quoted or traded.  Any Stock issued pursuant to the Plan shall be subject to any stop-transfer orders and other
restrictions as the Administrator deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities or other
laws, rules and quotation system on which the Stock is listed, quoted or traded.  The Administrator may place legends on any
Stock certificate or notations on any book entry to reference restrictions applicable to the Stock.  In addition to the terms and
conditions provided herein, the Administrator may require that an individual make such reasonable covenants, agreements, and representations
as the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements. 
The Administrator shall have the right to require any individual to comply with any timing or other restrictions with respect to the settlement
or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Administrator.


 


(c)            Stockholder
Rights.  Until Stock is deemed delivered in accordance with Section 18(b), no right to vote or receive dividends or any
other rights of a stockholder will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding the
exercise of a Stock Option or any other action by the grantee with respect to an Award.


 


(d)           Other
Compensation Arrangements; No Employment Rights.  Nothing contained in this Plan shall prevent the Board from adopting other
or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only
in specific cases.  The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued employment
with the Company or any Subsidiary.


 






     


     


    

 





(e)            Trading
Policy Restrictions.  Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading
policies and procedures, as in effect from time to time.


 


(f)             Clawback
Policy.  Awards under the Plan shall be subject to the Company’s clawback policy, as in effect from time to time.


 


SECTION 18.  EFFECTIVE DATE
OF PLAN


 


This Plan shall become
effective upon approval by the Board.


 


SECTION 19.  GOVERNING LAW


 


This Plan and all Awards
and actions taken thereunder shall be governed by, and construed in accordance with the General Corporation Law of the State of Delaware
as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal
laws of the Commonwealth of Massachusetts, applied without regard to conflict of law principles.


 


DATE APPROVED BY BOARD OF DIRECTORS: