Exhibit 10.16


 


IVANHOE ELECTRIC, INC.


2022 LONG TERM INCENTIVE PLAN


 


ARTICLE 1.


 


PURPOSE


 


This 2022 Long Term Incentive Plan was adopted
by the Company’s Board of Directors on June    , 2022, and approved by the Company’s stockholders on June    , 2022. The purpose of the Ivanhoe
Electric, Inc. 2022 Long Term Incentive Plan (as it may be amended or restated from time to time, the “Plan”)
is to recognize the contributions made by our employees, consultants and directors, and to provide these individuals with an additional
incentive to use maximum efforts for the future success of Ivanhoe Electric, Inc. (the “Company”). The Plan is
further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the
Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation
is largely dependent.


 


ARTICLE 2.


 


DEFINITIONS
AND CONSTRUCTION


 


Wherever the following terms are used in the Plan
they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural
where the context so indicates.


 


2.1          “Administrator”
shall mean the entity that conducts the general administration of the Plan as provided in Article 11. With reference to the duties
of the Committee under the Plan which have been delegated to one or more persons pursuant to Section 11.6, or as to which the Board
has assumed, the term “Administrator” shall refer to such person(s) unless the Committee or the Board has revoked such
delegation or the Board has terminated the assumption of such duties.


 


2.2          “Applicable
Accounting Standards” shall mean Generally Accepted Accounting Principles in the United States, International Financial
Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United
States federal securities laws from time to time.


 


2.3          “Applicable
Law” shall mean any applicable law, including without limitation: (a) provisions of the Code, the Securities Act, the Exchange
Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or
regulations, whether federal, state, local or foreign; and (c) rules of any securities exchange or automated quotation system
on which the Shares are listed, quoted or traded.


 


2.4          “Award”
shall mean an Option, a Restricted Stock award, a Restricted Stock Unit award, an Other Stock Based award, a Deferred Share Unit award
or a Dividend Equivalent award, which may be awarded or granted under the Plan.


 


2.5          “Award
Agreement” shall mean any written notice, agreement, terms and conditions, contract or other instrument or document evidencing
an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator
shall determine consistent with the Plan.


 



    


     


    

 





2.6          “Board”
shall mean the Board of Directors of the Company.


 


2.7          “Cause”
with respect to a Holder shall mean “Cause” (or any term of similar effect) as defined in such Holder’s employment agreement
with the Company if such an agreement exists and contains a definition of Cause (or term of similar effect), or, if no such agreement
exists or such agreement does not contain a definition of Cause (or term of similar effect), then Cause shall include, but not be limited
to: (i) the Holder’s willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate
violation of a Company policy; (ii) the Holder’s commission of any act of fraud, embezzlement, dishonesty or any other willful
misconduct that has caused or is reasonably expected to result in material injury to the Company; (iii) unauthorized use or disclosure
by the Holder of any proprietary information or trade secrets of the Company or any other party to whom the Holder owes an obligation
of nondisclosure as a result of his or her relationship with the Company; or (iv) the Holder’s willful breach of any of his
or her obligations under any written agreement or covenant with the Company. The determination as to whether a Holder is being terminated
for Cause shall be made in good faith by the Company and shall be final and binding on the Holder. The foregoing definition does not in
any way limit the Company’s ability to terminate a Holder’s employment or consulting relationship at any time as provided
in the Plan, and the term “Company” will be interpreted to include any subsidiary, parent or affiliate, as appropriate.


 


2.8          “Change
in Control” shall mean and includes each of the following, unless provided otherwise in a Holder’s applicable Award Agreement:


 


(a)          A
transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed
with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons”
(as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) directly or indirectly acquires beneficial
ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of securities of the Company possessing more than
50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; provided,
however, that the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company or any
of its Subsidiaries; (ii) any acquisition by an employee benefit plan maintained by the Company or any of its Subsidiaries, (iii) any
acquisition which complies with Sections 2.8(c)(i), 2.8(c)(ii) and 2.8(c)(iii); or (iv) in respect of an Award held by
a particular Holder, any acquisition by the Holder or any group of persons including the Holder (or any entity controlled by the Holder
or any group of persons including the Holder); or


 


(b)          The
Incumbent Directors cease for any reason to constitute a majority of the Board; or


 


(c)          The
consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries)
of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially
all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or
stock of another entity, in each case other than a transaction:


 


(i)          which
results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining
outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls,
directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise
succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly,
at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction,
and


 



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(ii)         after
which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity;
provided, however, that no person or group shall be treated for purposes of this Section 2.8(c)(ii) as beneficially
owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior
to the consummation of the transaction; and


 


(iii)        after
which at least a majority of the members of the board of directors (or the analogous governing body) of the Successor Entity were Board
members at the time of the Board’s approval of the execution of the initial agreement providing for such transaction; or


 


(d)          The
date which is 10 business days prior to the completion of a liquidation or dissolution of the Company.


 


Notwithstanding the foregoing, if a Change in Control constitutes a
payment event with respect to any Award (or any portion of an Award) that provides for the deferral of compensation that is subject to
Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event
described in subsection (a), (b), (c) or (d) with respect to such Award (or portion thereof) shall only constitute a Change
in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,”
as defined in Treasury Regulation Section 1.409A-3(i)(5).


 


The Administrator shall have full and final authority, which shall
be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition,
the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority
in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation
Section 1.409A-3(i)(5) shall be consistent with such regulation.


 


2.9          “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, together with the regulations and official guidance promulgated
thereunder, whether issued prior or subsequent to the grant of any Award.


 


2.10        “Committee”
shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board or the Compensation Committee of
the Board described in Article 11 hereof.


 


2.11        “Common
Stock” shall mean the common stock of the Company, par value $0.0001 per share.


 


2.12        “Company”
shall have the meaning set forth in Article 1.


 


2.13        “Consultant”
shall mean any consultant or adviser engaged to provide services to the Company or any Subsidiary who qualifies as a consultant or advisor
under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement.


 


2.14        “Deferred
Share Unit” shall mean a right to receive Shares under Article 9.


 


2.15        “Director”
shall mean a member of the Board, as constituted from time to time.


 


2.16        “Director
Limit” shall have the meaning set forth in Section 4.6.


 



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2.17        “Dividend
Equivalent” shall mean a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awarded under
Section 9.2.


 


2.18        “DRO”
shall mean a “domestic relations order” as defined by the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended from time to time, or the rules thereunder.


 


2.19        “Effective
Date” shall be June    , 2022, provided that the adoption of the Plan by the Board is approved by a
majority of the votes cast at a duly held meeting of stockholders held on or prior to June    , 2023 at which a
quorum representing a majority of the outstanding voting stock of the Company is, either in person or by proxy, present and
voting.


 


2.20        “Eligible
Individual” shall mean any person who is an Employee, a Consultant or a Non-Employee Director, as determined by the Administrator.


 


2.21        “Employee”
shall mean any officer or other employee (as determined in accordance with Section 3401(c) of the Code and the Treasury Regulations
thereunder) of the Company or of any Subsidiary.


 


2.22        “Equity
Restructuring” shall mean a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock
split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares
(or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value
of the Common Stock underlying outstanding Awards.


 


2.23        “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


2.24        “Fair
Market Value” shall mean, as of any given date, the value of a Share determined as follows:


 


(a)          If
the Common Stock is (i) listed on any established securities exchange (such as the New York Stock Exchange, NYSE American LLC,
the Toronto Stock Exchange (the “TSX”), the NASDAQ Capital Market, the NASDAQ Global Market and the NASDAQ Global
Select Market), (ii) listed on any national market system or (iii) quoted or traded on any automated quotation system, its
Fair Market Value shall be the closing sales price for a Share as quoted on such exchange or system for such date or, if there is no
closing sales price for a Share on the date in question, the closing sales price for a Share on the last preceding date for which
such quotation exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;


 


(b)          If
the Common Stock is not listed on an established securities exchange, national market system or automated quotation system, but the Common
Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices
for such date or, if there are no high bid and low asked prices for a Share on such date, the high bid and low asked prices for a Share
on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the
Administrator deems reliable; or


 


(c)          If
the Common Stock is neither listed on an established securities exchange, national market system or automated quotation system nor regularly
quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in good faith and in accordance
with Section 409A of the Code.


 



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2.25        “Good
Reason,” with respect to a Holder, shall mean “Good Reason” (or any term of similar effect) as defined in such Holder’s
applicable Award Agreement or written employment or other agreement between a Holder and the Company or, if no such agreement exists or
such agreement does not contain a definition of “Good Reason” (or term of similar effect), then “Good Reason”
shall mean, without the Holder’s prior written consent and within two years following a Change in Control, (I) a material reduction
of the Holder’s base salary; provided, however, that a material reduction in the Holder’s base salary pursuant
to a salary reduction program affecting all or substantially all of the employees of the Company and that does not adversely affect Holder
to a greater extent than other similarly situated employees shall not constitute Good Reason; or (II) the Holder being required to
relocate the Holder’s primary work location to a facility or location that would increase the Holder’s one way commute distance
by more than thirty-five (35) miles from the Holder’s primary work location as of immediately prior to such change. Notwithstanding
the foregoing, a Holder’s Termination of Service shall not constitute a termination for “Good Reason” as a result of
any event described in the preceding sentence unless (A) the Holder provides written notice outlining such conditions, acts or omissions
to the Company within thirty (30) days after the first occurrence of such event, (B) to the extent correctable, the Company fails
to remedy such circumstance or event within thirty (30) days following the Company’s receipt of such written notice and (C) the
effective date of the Holder’s resignation for “Good Reason” is not later than thirty (30) days after the expiration
of the Company’s cure period.


 


2.26        “Greater
Than 10% Stockholder” shall mean an individual then owning (within the meaning of Section 424(d) of the Code) more
than 10% of the total combined voting power of all classes of stock of the Company or any subsidiary corporation (as defined in Section 424(f) of
the Code) or parent corporation thereof (as defined in Section 424(e) of the Code).


 


2.27        “Holder”
shall mean a person who has been granted an Award.


 


2.28        “Incentive
Stock Option” shall mean an Option that is intended to qualify as an incentive stock option and conforms to the applicable provisions
of Section 422 of the Code.


 


2.29        “Incumbent
Directors” shall mean for any period of 12 consecutive months, individuals who, at the beginning of such period, constitute
the Board together with any new Director(s) (other than a Director designated by a person who shall have entered into an agreement
with the Company to effect a transaction described in Section 2.8(a) or 2.8(c)) whose election or nomination for election to
the Board was approved by a vote of at least a majority (either by a specific vote or by approval of the proxy statement of the Company
in which such person is named as a nominee for Director without objection to such nomination) of the Directors then still in office who
either were Directors at the beginning of the 12-month period or whose election or nomination for election was previously so approved.
No individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with
respect to Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than
the Board shall be an Incumbent Director.


 


2.30        “Non-Employee
Director” shall mean a Director of the Company who is not an Employee.


 


2.31        “Non-Employee
Director Equity Compensation Policy” shall have the meaning set forth in Section 4.6.


 


2.32        “Non-Qualified
Stock Option” shall mean an Option that is not an Incentive Stock Option or which is designated as an Incentive Stock Option
but does not meet the applicable requirements of Section 422 of the Code.


 



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2.33        “Option”
shall mean a right to purchase Shares at a specified exercise price, granted under Article 5. An Option shall be either a Non-Qualified
Stock Option or an Incentive Stock Option; provided, however, that Options granted to Non-Employee Directors and Consultants
shall only be Non-Qualified Stock Options.


 


2.34         “Option
Term” shall have the meaning set forth in Section 5.4.


 


2.35         “Organizational
Documents” shall mean, collectively, (a) the Company’s articles of incorporation, certificate of incorporation, bylaws
or other similar organizational documents relating to the creation and governance of the Company, and (b) the Committee’s charter
or other similar organizational documentation relating to the creation and governance of the Committee.


 


2.36        “Other
Stock Based Award” shall mean a stock payment, stock bonus award, performance award or incentive award that is paid in cash,
Shares or a combination of both, awarded under Section 9.1.


 


2.37        “Performance
Criteria” shall mean the criteria (and adjustments) that the Administrator selects for an Award for purposes of establishing
the Performance Goal or Performance Goals for a Performance Period, determined as follows:


 


(a)          The
Performance Criteria that shall be used to establish Performance Goals are as follows: (i) net earnings or losses (either before
or after one or more of the following: (A) interest, (B) taxes, (C) depreciation, (D) amortization and (E) non-cash
equity-based compensation expense); (ii) gross or net sales or revenue or sales or revenue growth; (iii) net income (either
before or after taxes); (iv) adjusted net income; (v) operating earnings or profit (either before or after taxes); (vi) cash
flow (including, but not limited to, operating cash flow and free cash flow); (vii) return on assets; (viii) return on capital
(or invested capital) and cost of capital; (ix) return on stockholders’ equity; (x) total stockholder return; (xi) return
on sales; (xii) gross or net profit or operating margin; (xiii) costs, reductions in costs and cost control measures; (xiv) expenses;
(xv) working capital; (xvi) earnings or loss per share; (xvii) adjusted earnings or loss per share; (xviii) price
per share or dividends per share (or appreciation in and/or maintenance of such price or dividends); (xix) regulatory achievements
or compliance (including, without limitation, regulatory body approval for commercialization of a product); (xx) implementation or
completion of critical projects; (xxi) market share; (xxii) economic value, any of which may be measured either in absolute
terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators
or indices and (xxiii) such other performance criteria determined by the Administrator in its discretion.


 


(b)          The
Administrator, in its sole discretion, may provide that one or more determinable adjustments shall be made to one or more of the Performance
Goals. Such adjustments may include, but are not limited to, one or more of the following: (i) items related to a change in Applicable
Accounting Standards; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives;
(iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of
any entity acquired by the Company during the Performance Period; (vii) items related to the sale or disposition of a business or
segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under Applicable
Accounting Standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during
the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments;
(xi) items relating to unusual or extraordinary corporate transactions, events or developments, (xii) items related to amortization
of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities;
(xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items
relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating
to gains or losses for litigation, arbitration and contractual settlements; (xix) items attributable to expenses incurred in connection
with a reduction in force or early retirement initiative; (xx) items relating to foreign exchange or currency transactions and/or
fluctuations; or (xxi) items relating to any other unusual or nonrecurring events or changes in Applicable Law, Applicable Accounting
Standards or business conditions.


 



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2.38          “Performance
Goals” shall mean, for a Performance Period, one or more goals established in writing by the Administrator for the Performance
Period based upon one or more Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the
Performance Goals may be expressed in terms of overall Company performance or the performance of a Subsidiary, division, business unit,
or an individual. The achievement of each Performance Goal shall be determined, to the extent applicable, with reference to Applicable
Accounting Standards.


 


2.39          “Performance
Period” shall mean one or more periods of time, which may be of varying and overlapping durations, as the Administrator may
select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Holder’s right
to, vesting of, and/or the payment in respect of, an Award.


 


2.40          “Permitted
Transferee” shall mean, with respect to a Holder, any “family member” of the Holder, as defined in the General Instructions
to Form S-8 Registration Statement under the Securities Act (or any successor form thereto), or any other transferee specifically
approved by the Administrator after taking into account Applicable Law.


 


2.41          “Plan”
shall have the meaning set forth in Article 1.


 


2.42          “Prior
Plan” shall mean the Company’s Equity Incentive Plan adopted on June 30, 2021.


 


2.43          “Program”
shall mean any program adopted by the Administrator pursuant to the Plan containing the terms and conditions intended to govern a specified
type of Award granted under the Plan and pursuant to which such type of Award may be granted under the Plan.


 


2.44          “Restricted
Stock” shall mean Common Stock awarded under Article 7 that is subject to certain restrictions and may be subject to risk
of forfeiture or repurchase.


 


2.45          “Restricted
Stock Units” shall mean the right to receive Shares awarded under Article 8.


 


2.46          “Section 409A”
shall mean Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder,
including, without limitation, any such regulations or other guidance that may be issued after the Effective Date.


 


2.47          “Securities
Act” shall mean the Securities Act of 1933, as amended.


 


2.48          “Shares”
shall mean shares of Common Stock.


 


2.49          “Subsidiary”
shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company
if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities
or interests representing at least fifty percent (50%) of the total combined voting power of all classes of securities or interests in
one of the other entities in such chain.


 



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2.50          “Substitute
Award” shall mean an Award granted under the Plan in connection with a corporate transaction, such as a merger, combination,
consolidation or acquisition of property or stock, in any case, upon the assumption of, or in substitution for, outstanding equity awards
previously granted by a company or other entity; provided, however, that in no event shall the term “Substitute Award”
be construed to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.


 


2.51          “Termination
of Service” shall mean:


 


(a)          As
to a Consultant, the time when the engagement of a Holder as a Consultant to the Company or a Subsidiary is terminated for any reason,
with or without cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where
the Consultant simultaneously commences or remains in employment or service with the Company or any Subsidiary.


 


(b)          As
to a Non-Employee Director, the time when a Holder who is a Non-Employee Director ceases to be a Director for any reason, including, without
limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Holder simultaneously
commences or remains in employment or service with the Company or any Subsidiary.


 


(c)          As
to an Employee, the time when the employee-employer relationship between a Holder and the Company or any Subsidiary is terminated for
any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding terminations
where the Holder simultaneously commences or remains in employment or service with the Company or any Subsidiary.


 


The Administrator, in its sole discretion, shall
determine the effect of all matters and questions relating to any Termination of Service, including, without limitation, whether a Termination
of Service has occurred, whether a Termination of Service resulted from a discharge for Cause and all questions of whether particular
leaves of absence constitute a Termination of Service; provided, however, that, with respect to Incentive Stock Options,
unless the Administrator otherwise provides in the terms of any Program, Award Agreement or otherwise, or as otherwise required by Applicable
Law, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship
shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change interrupts
employment for the purposes of Section 422(a)(2) of the Code and the then-applicable regulations and revenue rulings under said
Section. For purposes of the Plan, a Holder’s employee-employer relationship or consultancy relationship shall be deemed to be terminated
in the event that the Subsidiary employing or contracting with such Holder ceases to remain a Subsidiary following any merger, sale of
stock or other corporate transaction or event (including, without limitation, a spin-off).


 



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ARTICLE 3.


 


SHARES
SUBJECT TO THE PLAN


 


3.1           Number
of Shares.


 


(a)          Subject
to Sections 12.1, 12.2 and 3.1(b), the aggregate number of Shares which may be issued or transferred pursuant to Awards under the
Plan shall be equal to the sum of (i) 3,250,000 Shares, (ii) any of the Shares which as of the Effective Date are available
for issuance under the Prior Plan, or are subject to awards under the Prior Plan that, on or after the Effective Date, terminate, expire
or lapse for any reason without the delivery of Shares to the holder thereof or are repurchased by the Company at the original purchase
price thereof, and (iii) an annual increase on the first day of each year beginning in 2023 and ending in 2032 equal to the lesser
of (A) five percent (5%) of the Shares outstanding on the last day of the immediately preceding fiscal year and (B) such
smaller number of Shares as determined by the Board (such sum, the “Share Limit”). Notwithstanding the foregoing, and
subject to Sections 12.1, 12.2 and 3.1(b), the aggregate maximum number of Shares that may be issued pursuant to the exercise of Incentive
Stock Options is  20,000,000 Shares. Notwithstanding the foregoing, to the extent permitted under Applicable Law, Awards that provide for
the delivery of Shares subsequent to the applicable grant date may be granted in excess of the Share Limit if such Awards provide for
the forfeiture or cash settlement of such Awards to the extent that insufficient Shares remain under the Share Limit in this Section 3.1(a) at
the time that Shares would otherwise be issued in respect of such Award. As of the Effective Date, no further awards may be granted under
the Prior Plan; however, any awards under the Prior Plan that are outstanding as of the Effective Date shall continue to be subject to
the terms and conditions of the Prior Plan.


 


(b)          If
any Shares subject to an Award are forfeited or expire or such Award is settled for cash (in whole or in part), the Shares subject to
such Award shall, to the extent of such forfeiture, expiration or cash settlement, again be available for future grants of Awards under
the Plan. In addition, until the termination of the Plan, the following Shares shall be available for future grants of Awards under the
Plan: (i) Shares tendered by a Holder or withheld by the Company in payment of the exercise price of an Option or any stock option
granted under the Prior Plan; (ii) Shares tendered by the Holder or withheld by the Company to satisfy any tax withholding obligation
with respect to an Award or any equity award granted under the Prior Plan; and (iii) Shares subject to Stock Appreciation Rights
that are not issued in connection with the stock settlement of the Stock Appreciation Rights on exercise thereof. Notwithstanding anything
to the contrary contained herein, Shares purchased on the open market with the cash proceeds from the exercise of Options shall not be
available for future grants of Awards. Until the termination of the Plan, any Shares repurchased by the Company under Section 5.5
or Section 7.4 hereof at the same price paid by the Holder or a lower price so that such Shares are returned to the Company will
again be available for Awards. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted
against the Shares available for issuance under the Plan. Notwithstanding the provisions of this Section 3.1(b), no Shares may again
be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under
Section 422 of the Code.


 


(c)          The
number of Shares that may be issued to Directors and executive officers (collectively “Insiders” and individually an
 “Insider”) within any one year period, or be issuable to Insiders at any time, cannot exceed 10% of the outstanding
shares of the Company.


 


(d)          Substitute
Awards shall not reduce the Shares authorized for grant under the Plan, except as may be required by reason of Section 422 of the
Code.


 


ARTICLE 4.


 


GRANTING
OF AWARDS


 


4.1           Participation.
The Administrator may, from time to time, select from among all Eligible Individuals, those to whom an Award shall be granted and shall
determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. Except for any Non-Employee
Director’s right to Awards that may be required pursuant to the Non-Employee Director Equity Compensation Policy as described in
Section 4.6, no Eligible Individual or other Person shall have any right to be granted an Award pursuant to the Plan and neither
the Company nor the Administrator is obligated to treat Eligible Individuals, Holders or any other persons uniformly. Participation by
each Holder in the Plan shall be voluntary and nothing in the Plan or any Program shall be construed as mandating that any Eligible Individual
or other Person shall participate in the Plan.


 



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4.2          Award
Agreement. Each Award shall be evidenced by an Award Agreement that sets forth the terms, conditions and limitations for such Award
as determined by the Administrator in its sole discretion (consistent with the requirements of the Plan and any applicable Program). Award
Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions
of Section 422 of the Code.


 


4.3          Limitations
Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded
to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth
in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any
amendments thereto) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, the Plan
and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.


 


4.4          At-Will
Service. Nothing in the Plan or in any Program or Award Agreement hereunder shall confer upon any Holder any right to continue in
the employ of, or as a Director or Consultant for, the Company or any Subsidiary, or shall interfere with or restrict in any way the rights
of stockholders to elect or remove Directors or the rights of the Company and any Subsidiary, which rights are hereby expressly reserved,
to discharge any Holder at any time for any reason whatsoever, with or without cause, and with or without notice, or to terminate or change
all other terms and conditions of employment or engagement, except to the extent expressly provided otherwise in a written agreement between
the Holder and the Company or any Subsidiary. Vested and unvested Awards shall be forfeited upon a Termination of Service for Cause. Unless
otherwise provided in an Award Agreement, unvested Awards are forfeited upon a voluntary resignation, vested awards are retained and not
forfeited upon a Termination of Service by the Company without Cause, subject to any post-termination exercise periods, and vesting of
unvested Awards may continue for the longer of (i) any notice period or (ii) three months, and otherwise unvested award are
forfeited and vesting ceases upon a Termination of Service.


 


4.5          Foreign
Holders. Notwithstanding any provision of the Plan or applicable Program to the contrary, in order to comply with the laws in countries
other than the United States in which the Company and its Subsidiaries operate or have Employees, Non-Employee Directors or Consultants,
or in order to comply with the requirements of any foreign securities exchange or other Applicable Law, the Administrator, in its sole
discretion, shall have the power and authority to: (a) determine which Subsidiaries shall be covered by the Plan; (b) determine
which Eligible Individuals outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions
of any Award granted to Eligible Individuals outside the United States to comply with Applicable Law (including, without limitation, applicable
foreign laws or listing requirements of any foreign securities exchange); (d) establish subplans and modify exercise procedures and
other terms and procedures, to the extent such actions may be necessary or advisable; provided, however, that no such subplans
and/or modifications shall increase the Share Limit or the Director Limit; and (e) take any action, before or after an Award is made,
that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing
requirements of any foreign securities exchange.


 



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4.6          Non-Employee
Director Awards.


 


(a)          Non-Employee
Director Equity Compensation Policy. The Administrator, in its sole discretion, may provide that Awards granted to Non-Employee Directors
shall be granted pursuant to a written nondiscretionary formula established by the Administrator (the “Non-Employee Director
Equity Compensation Policy”), subject to the limitations of the Plan. The Non-Employee Director Equity Compensation Policy shall
set forth the type of Award(s) to be granted to Non-Employee Directors, the number of Shares to be subject to Non-Employee Director
Awards, the conditions on which such Awards shall be granted, become exercisable and/or payable and expire, and such other terms and conditions
as the Administrator shall determine in its sole discretion. The Non-Employee Director Equity Compensation Policy may be modified by the
Administrator from time to time in its sole discretion.


 


(b)          Director
Limit. Notwithstanding any provision to the contrary in the Plan or in the Non-Employee Director Equity Compensation Policy, the value
(determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718,
or any successor thereto) of cash- and equity-based Awards granted to a Non-Employee Director as compensation for services as a Non-Employee
Director during any fiscal year of the Company may not exceed $750,000 (the applicable amount, the “Director Limit”).


 


ARTICLE 5.


 


GRANTING
OF OPTIONS


 


5.1          Granting
of Options to Eligible Individuals. The Administrator is authorized to grant Options to Eligible Individuals from time to time, in
its sole discretion, on such terms and conditions as it may determine, which shall not be inconsistent with the Plan.


 


5.2          Qualification
of Incentive Stock Options. The Administrator may grant Options intended to qualify as Incentive Stock Options only to employees of
the Company, any of the Company’s present or future “parent corporations” or “subsidiary corporations” as
defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive
Incentive Stock Options under the Code. No person who qualifies as a Greater Than 10% Stockholder may be granted an Incentive Stock Option
unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. To the extent that the aggregate
fair market value of stock with respect to which “incentive stock options” (within the meaning of Section 422 of the
Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Holder during any calendar year
under the Plan, and all other plans of the Company and any parent corporation or subsidiary corporation thereof (as defined in Section 424(e) and
424(f) of the Code, respectively), exceeds $100,000, the Options shall be treated as Non-Qualified Stock Options to the extent required
by Section 422 of the Code. The rule set forth in the immediately preceding sentence shall be applied by taking Options and
other “incentive stock options” into account in the order in which they were granted and the fair market value of stock shall
be determined as of the time the respective options were granted. Any interpretations and rules under the Plan with respect to Incentive
Stock Options shall be consistent with the provisions of Section 422 of the Code. Neither the Company nor the Administrator shall
have any liability to a Holder, or any other Person, (a) if an Option (or any part thereof) which is intended to qualify as an Incentive
Stock Option fails to qualify as an Incentive Stock Option or (b) for any action or omission by the Company or the Administrator
that causes an Option not to qualify as an Incentive Stock Option, including without limitation, the conversion of an Incentive Stock
Option to a Non-Qualified Stock Option or the grant of an Option intended as an Incentive Stock Option that fails to satisfy the requirements
under the Code applicable to an Incentive Stock Option.


 



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5.3          Option
Exercise Price. The exercise price per Share subject to each Option shall be set by the Administrator, but shall not be less than
100% of the Fair Market Value of a Share on the date the Option, as applicable, is granted (or, as to Incentive Stock Options, on the
date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) or such higher price if required
by the applicable stock exchange rules, including the “market price” as defined by the TSX rules. In addition,
in the case of Incentive Stock Options granted to a Greater Than 10% Stockholder, such price shall not be less than 110% of the Fair Market
Value of a Share on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of
the Code) or such higher price if required by the applicable stock exchange rules. Notwithstanding the foregoing, in the case of an Option
that is a Substitute Award, the exercise price per share of the Shares subject to such Option, as applicable, may be less than the Fair
Market Value per share on the date of grant; provided that the exercise price of any Substitute Award shall be determined in accordance
with the applicable requirements of Section 424 and 409A of the Code.


 


5.4          Option
Term. The term of each Option (the “Option Term”) shall be set by the Administrator in its sole discretion; provided,
however, that the Option Term shall not be more than (a) ten (10) years from the date the Option is granted to an
Eligible Individual (other than a Greater Than 10% Stockholder), or (b) five (5) years from the date an Incentive Stock Option
is granted to a Greater Than 10% Stockholder. Except as limited by the requirements of Section 409A or Section 422 of the Code
and regulations and rulings thereunder or the first sentence of this Section 5.4 and without limiting the Company’s rights
under Section 10.7, the Administrator may extend the Option Term of any outstanding Option, and may extend the time period during
which vested Options may be exercised, in connection with any Termination of Service of the Holder or otherwise, and may amend, subject
to Section 10.7 and 12.1, any other term or condition of such Option relating to such Termination of Service of the Holder or otherwise.


 


5.5          Option
Vesting and Early Exercise. The period during which the right to exercise, in whole or in part, an Option vests in the Holder shall
be set by the Administrator and set forth in the applicable Award Agreement. Unless otherwise determined by the Administrator in the Award
Agreement, the applicable Program or by action of the Administrator following the grant of the Option, (a) Options will vest 25%
on the first anniversary of the grant date and 25% on each of the following three anniversaries of the grant date, and are subject to
acceleration in the discretion of the Administrator, (b) no portion of an Option which is unexercisable at a Holder’s Termination
of Service shall thereafter become exercisable, except that an Option may continue to vest for the longer of any notice period or three
months following Termination of Service by the Company without Cause, and (c) except as provided in (b), the portion of an Option
that is unexercisable at a Holder’s Termination of Service shall automatically expire on the date of such Termination of Service.
Notwithstanding the vesting criteria, if permitted by the Administrator, at the election of the Holder an Option may be exercised in whole
or in part at any time as to Shares that have not yet vested, conditioned upon the Holder executing a Restricted Stock Purchase Agreement
with respect to the unvested Shares and which may contain a repurchase right on behalf of the Company with respect to such Shares. Otherwise,
the Company will not have a repurchase right for shares acquired upon exercise of Options.


 


ARTICLE 6.


 


EXERCISE
OF OPTIONS


 


6.1          Exercise
and Payment. An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable with respect
to fractional Shares and the Administrator may require that, by the terms of the Option, a partial exercise must be with respect to a
minimum number of Shares.


 



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6.2          Manner
of Exercise. Except as set forth in Section 6.3, all or a portion of an exercisable Option shall be deemed exercised upon delivery
of all of the following to the Secretary of the Company, the stock plan administrator of the Company or such other person or entity designated
by the Administrator, or his, her or its office, as applicable:



 


(a)          A
written or electronic notice complying with the applicable rules established by the Administrator stating that the Option, or a portion
thereof, is exercised. The notice shall be signed or otherwise acknowledged electronically by the Holder or other person then entitled
to exercise the Option or such portion thereof;


 


(b)          Such
representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with Applicable
Law.


 


(c)          In
the event that the Option shall be exercised pursuant to Section 10.3 by any person or persons other than the Holder, appropriate
proof of the right of such person or persons to exercise the Option, as determined in the sole discretion of the Administrator; and


 


(d)          Full
payment of the exercise price and applicable withholding taxes for the Shares with respect to which the Option, or portion thereof, is
exercised, in a manner permitted by the Administrator in accordance with Sections 10.1 and 10.2.


 


6.3          Notification
Regarding Disposition. The Holder shall give the Company prompt written or electronic notice of any disposition of Shares acquired
by exercise of an Incentive Stock Option which occurs within (a) two years from the date of grant (including the date the Option
is modified, extended or renewed for purposes of Section 424(h) of the Code) such Option to such Holder, or (b) one year
after the date of transfer of such Shares to such Holder. Such notice shall specify the date of such disposition or other transfer and
the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Holder in such disposition or
other transfer.


 


ARTICLE 7.


 


AWARD
OF RESTRICTED STOCK


 


7.1          Award
of Restricted Stock. The Administrator is authorized to grant Restricted Stock to Eligible Individuals, and shall determine the terms
and conditions, including the restrictions applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent
with the Plan or any applicable Program, and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.
The Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock; provided, however,
that if a purchase price is charged, such purchase price shall be no less than the par value, if any, of the Shares to be purchased, unless
otherwise permitted by Applicable Law. In all cases, legal consideration shall be required for each issuance of Restricted Stock to the
extent required by Applicable Law.


 


7.2          Rights
as Stockholders. Subject to Section 7.4, upon issuance of Restricted Stock, the Holder shall have, unless otherwise provided
by the Administrator, all the rights of a stockholder with respect to said Shares, subject to the restrictions in the Plan, any applicable
Program and/or the applicable Award Agreement, including the right to receive all dividends and other distributions paid or made with
respect to the Shares to the extent such dividends and other distributions have a record date that is on or after the date on which the
Holder to whom such Restricted Stock are granted becomes the record holder of such Restricted Stock; provided, however,
that, in the sole discretion of the Administrator, any extraordinary distributions with respect to the Shares may be subject to the restrictions
set forth in Section 7.3. In addition, dividends which are paid prior to vesting shall only be paid out to the Holder to the extent
that the vesting conditions are subsequently satisfied and the share of Restricted Stock vests.


 



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7.3          Restrictions.
All shares of Restricted Stock (including any shares received by Holders thereof with respect to shares of Restricted Stock as a result
of stock dividends, stock splits or any other form of recapitalization) shall be subject to such restrictions and vesting requirements
as the Administrator shall provide in the applicable Program or Award Agreement. By action taken after the Restricted Stock is issued,
the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the vesting of such Restricted
Stock by removing any or all of the restrictions imposed by the terms of the applicable Program or Award Agreement.


 


7.4          Repurchase
or Forfeiture of Restricted Stock. Except as otherwise determined by the Administrator, if no price was paid by the Holder for the
Restricted Stock, upon a Termination of Service during the applicable restriction period, the Holder’s rights in unvested Restricted
Stock then subject to restrictions shall lapse, and such Restricted Stock shall be surrendered to the Company and cancelled without consideration
on the date of such Termination of Service. If a price was paid by the Holder for the Restricted Stock, upon a Termination of Service
during the applicable restriction period, the Company shall have the right to repurchase from the Holder the unvested Restricted Stock
then subject to restrictions at a cash price per share equal to the price paid by the Holder for such Restricted Stock or such other amount
as may be specified in the applicable Program or Award Agreement. Notwithstanding the foregoing, the Administrator, in its sole discretion,
may provide that upon certain events, including, without limitation, a Change in Control, the Holder’s death, retirement or disability
or any other specified Termination of Service or any other event, the Holder’s rights in unvested Restricted Stock then subject
to restrictions shall not lapse, such Restricted Stock shall vest and cease to be forfeitable and, if applicable, the Company shall cease
to have a right of repurchase.


 


7.5          Section 83(b) Election.
If a Holder makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Stock as of the date
of transfer of the Restricted Stock rather than as of the date or dates upon which the Holder would otherwise be taxable under Section 83(a) of
the Code, the Holder shall be required to deliver a copy of such election to the Company promptly after filing such election with the
Internal Revenue Service along with proof of the timely filing thereof with the Internal Revenue Service.


 


ARTICLE 8.


 


AWARD
OF RESTRICTED STOCK UNITS


 


8.1          Grant
of Restricted Stock Units. The Administrator is authorized to grant Awards of Restricted Stock Units to any Eligible Individual selected
by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator.


 


8.2          Vesting
of Restricted Stock Units. At the time of grant, the Administrator shall specify the date or dates on which the Restricted Stock Units
shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including, without limitation,
vesting based upon the Holder’s duration of service to the Company or any Subsidiary, one or more Performance Criteria, Company
performance, individual performance or other specific criteria, in each case on a specified date or dates or over any period or periods,
as determined by the Administrator.


 



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8.3          Settlement
and Payment. At the time of grant, the Administrator shall specify the settlement date applicable to each grant of Restricted Stock
Units, which shall be no earlier than the vesting date or dates of the Award and may be determined at the election of the Holder (if permitted
by the applicable Award Agreement); provided that, except as otherwise determined by the Administrator, and subject to compliance
with Section 409A, in no event shall the settlement date relating to each Restricted Stock Unit occur following the later of (a) the
15th day of the third month following the end of calendar year in which the applicable portion of the Restricted Stock Unit
vests; or (b) the 15th day of the third month following the end of the Company’s fiscal year in which the applicable
portion of the Restricted Stock Unit vests. On the settlement date, the Company shall, in accordance with the applicable Award Agreement
and subject to Section 10.4(f), transfer to the Holder one unrestricted, fully transferable Share for each Restricted Stock Unit
scheduled to be paid out on such date and not previously forfeited, or in the sole discretion of the Administrator, an amount in cash
equal to the Fair Market Value of such Shares on the settlement date or a combination of cash and Common Stock as determined by the Administrator.


 


8.4          Settlement
upon Termination of Service. An Award of Restricted Stock Units shall only vest and be settled while the Holder is an Employee, a
Consultant or a member of the Board, as applicable; provided, however, that the Administrator, in its sole discretion, may
provide (in an Award Agreement or otherwise) that a Restricted Stock Unit award may vest and be settled subsequent to a Termination of
Service in certain events, including a Change in Control, the Holder’s death, retirement or disability or any other specified Termination
of Service.


 


ARTICLE 9.


 


AWARD
OF OTHER STOCK BASED AWARDS, DIVIDEND EQUIVALENTS,

AND DEFERRED SHARE UNITS


 


9.1          Other
Stock Based Awards. The Administrator is authorized to grant Other Stock Based Awards, including awards entitling a Holder to receive
Shares or cash to be delivered immediately or in the future, to any Eligible Individual. Subject to the provisions of the Plan and any
applicable Program, the Administrator shall determine the terms and conditions of each Other Stock Based Award, including the term of
the Award, any exercise or purchase price, performance goals, including the Performance Criteria, transfer restrictions, vesting conditions
and other terms and conditions applicable thereto, which shall be set forth in the applicable Award Agreement. Other Stock Based Awards
may be paid in cash, Shares, or a combination of cash and Shares, as determined by the Administrator, and may be available as a form of
payment in the settlement of other Awards granted under the Plan, as stand-alone payments, as a part of a bonus, deferred bonus, deferred
compensation or other arrangement, and/or as payment in lieu of compensation to which an Eligible Individual is otherwise entitled.


 


9.2          Dividend
Equivalents. Dividend Equivalents may be granted by the Administrator, either alone or in tandem with another Award, based on dividends
declared on the Common Stock, to be credited as of dividend payment dates during the period between the date the Dividend Equivalents
are granted to a Holder and the date such Dividend Equivalents terminate or expire, as determined by the Administrator. Such Dividend
Equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such restrictions and limitations
as may be determined by the Administrator. Dividend Equivalents with respect to an Award shall only be paid out to the Holder to the extent
that the vesting conditions are subsequently satisfied and the Award vests. Notwithstanding the foregoing, no Dividend Equivalents shall
be payable with respect to Options, Stock Appreciation Rights or other purchase rights.


 


9.3          Deferred
Share Units. Deferred Share Units may be granted by the Administrator to Directors, entitling the Director to receive Shares or cash
in the future. Subject to the provisions of the Plan and any applicable Program, the Administrator shall determine the terms and conditions
of each Deferred Share Unit, including the right receive the appreciation in value of Shares over a period of time measured from the
date of grant, transfer restrictions, vesting conditions and other terms and conditions applicable thereto, which shall be set forth
in the applicable Award Agreement. Deferred Share Units may be paid in cash, Shares, or a combination of cash and Shares, as determined
by the Administrator, and may be available as a form of payment in lieu of retainer fees and other amounts to which a Director is otherwise
entitled.


 



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ARTICLE 10.


 


ADDITIONAL
TERMS OF AWARDS


 


10.1          Payment.
The Administrator shall determine the method or methods by which payments by any Holder with respect to any Awards granted under the Plan
shall be made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment of the exercise
price of an Award, Shares issuable pursuant to the exercise of the Award) or Shares held for such minimum period of time as may be established
by the Administrator, in each case, having a Fair Market Value on the date of delivery equal to the aggregate payments required, (c) delivery
of a written or electronic notice that the Holder has placed a market sell order with a broker acceptable to the Company with respect
to Shares then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the
net proceeds of the sale to the Company in satisfaction of the aggregate payments required; provided that payment of such proceeds
is then made to the Company upon settlement of such sale, (d) other form of legal consideration acceptable to the Administrator in
its sole discretion, or (e) any combination of the above permitted forms of payment. Notwithstanding any other provision of the Plan
to the contrary, no Holder who is a Director or an “executive officer” of the Company within the meaning of Section 13(k) of
the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue any extension of credit
with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of
the Exchange Act.


 


10.2          Tax
Withholding. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Holder to remit
to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Holder’s FICA, employment
tax or other social security contribution obligation) required by law to be withheld with respect to any taxable event concerning a Holder
arising as a result of the Plan or any Award. The Administrator may, in its sole discretion and in satisfaction of the foregoing requirement,
allow a Holder to satisfy such obligations by any payment means described in Section 12.1 hereof, including without limitation, by
allowing such Holder to have the Company or any Subsidiary withhold Shares otherwise issuable under an Award (or allow the surrender of
Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a fair market
value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the maximum statutory
withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable
income (or such other number as would not result in adverse financial accounting consequences for the Company or any of its Subsidiaries).
The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding
obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares
to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.


 



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10.3         Transferability
of Awards.


 


(a)          Except
as otherwise provided in Sections 10.3(b) and 10.3(c):


 


(i)          No
Award under the Plan may be sold, pledged, assigned or transferred in any manner other than (A) by will or the laws of descent and
distribution or (B) subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised
or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed;


 


(ii)         No
Award or interest or right therein shall be liable for or otherwise subject to the debts, contracts or engagements of the Holder or the
Holder’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation,
encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy,
attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) unless and until such Award has been exercised,
or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed, and any attempted disposition
of an Award prior to satisfaction of these conditions shall be null and void and of no effect, except to the extent that such disposition
is permitted by Section 10.3(a)(i); and


 


(iii)        During
the lifetime of the Holder, only the Holder may exercise any exercisable portion of an Award granted to such Holder under the Plan, unless
it has been disposed of pursuant to a DRO. After the death of the Holder, any exercisable portion of an Award may, prior to the time when
such portion becomes unexercisable under the Plan or the applicable Program or Award Agreement, be exercised by the Holder’s personal
representative or by any person empowered to do so under the deceased Holder’s will or under the then-applicable laws of descent
and distribution.


 


(b)          Notwithstanding
Section 10.3(a), the Administrator, in its sole discretion, may determine to permit a Holder or a Permitted Transferee of such Holder
to transfer an Award other than an Incentive Stock Option (unless such Incentive Stock Option is intended to become a Nonqualified Stock
Option) to any one or more Permitted Transferees of such Holder by gift, or for estate planning purposes or, in non-U.S. jurisdictions,
into designated retirement savings accounts, subject to the following terms and conditions: (i) an Award transferred to a Permitted
Transferee shall not be assignable or transferable by the Permitted Transferee other than (A) to another Permitted Transferee of
the applicable Holder or (B) by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant
to a DRO; (ii) an Award transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the
Award as applicable to the original Holder (other than the ability to further transfer the Award to any Person other than another Permitted
Transferee of the applicable Holder); and (iii) the Holder (or transferring Permitted Transferee) and the receiving Permitted Transferee
shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status
of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under Applicable Law
and (C) evidence the transfer. In addition, and further notwithstanding Section 10.3(a), hereof, the Administrator, in its sole
discretion, may determine to permit a Holder to transfer Incentive Stock Options to a trust that constitutes a Permitted Transferee if,
under Section 671 of the Code and other Applicable Law, the Holder is considered the sole beneficial owner of the Incentive Stock
Option while it is held in the trust.


 


(c)          Notwithstanding
Section 10.3(a), a Holder may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the
Holder and to receive any distribution with respect to any Award upon the Holder’s death. A beneficiary, legal guardian, legal representative,
or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Program or Award Agreement
applicable to the Holder and any additional restrictions deemed necessary or appropriate by the Administrator. If the Holder is married
or a domestic partner in a domestic partnership qualified under Applicable Law and resides in a community property state, a designation
of a person other than the Holder’s spouse or domestic partner, as applicable, as the Holder’s beneficiary with respect to
more than 50% of the Holder’s interest in the Award shall not be effective without the prior written or electronic consent of the
Holder’s spouse or domestic partner. If no beneficiary has been designated or survives the Holder, payment shall be made to the
person entitled thereto pursuant to the Holder’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary
designation may be changed or revoked by a Holder at any time; provided that the change or revocation is delivered in writing to the Administrator
prior to the Holder’s death.


 



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10.4         Conditions
to Issuance of Shares.


 


(a)          The
Administrator shall determine the methods by which Shares shall be delivered or deemed to be delivered to Holders. Notwithstanding anything
herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing Shares
pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel, that the issuance of
such Shares is in compliance with Applicable Law and the Shares are covered by an effective registration statement or applicable exemption
from registration. In addition to the terms and conditions provided herein, the Administrator may require that a Holder make such reasonable
covenants, agreements and representations as the Administrator, in its sole discretion, deems advisable in order to comply with Applicable
Law.


 


(b)          All
share certificates delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any stop-transfer
orders and other restrictions as the Administrator deems necessary or advisable to comply with Applicable Law. The Administrator may place
legends on any share certificate or book entry to reference restrictions applicable to the Shares (including, without limitation, restrictions
applicable to Restricted Stock).


 


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


 


(d)          No
fractional Shares shall be issued and the Administrator, in its sole discretion, shall determine whether cash shall be given in lieu of
fractional Shares or whether such fractional Shares shall be eliminated by rounding down.


 


(e)          The
Company, in its sole discretion, may (i) retain physical possession of any stock certificate evidencing Shares until any restrictions
thereon or performance criteria applicable thereto shall have lapsed or been achieved and/or (ii) require that the stock certificates
evidencing such Shares be held in custody by a designated escrow agent (which may but need not be the Company) until the restrictions
thereon shall have lapsed, and that the Holder deliver a stock power, endorsed in blank, relating to such Shares.


 


(f)           Notwithstanding
any other provision of the Plan, unless otherwise determined by the Administrator or required by Applicable Law, the Company shall not
deliver to any Holder certificates evidencing Shares issued in connection with any Award and instead such Shares shall be recorded in
the books of the Company (or, as applicable, its transfer agent or stock plan administrator).


 


10.5          Forfeiture
and Claw-Back Provisions. All Awards (including any proceeds, gains or other economic benefit actually or constructively received
by a Holder upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award and any payments
of a portion of an incentive-based bonus pool allocated to a Holder) shall be subject to the provisions of any claw-back policy implemented
by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law, including,
without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder,
whether or not such claw-back policy was in place at the time of grant of an Award, to the extent set forth in such claw-back policy and/or
in the applicable Award Agreement.


 



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10.6          No
Repricing. The Administrator shall not, without the approval of the stockholders of the Company, have the authority to (a) amend
any outstanding Option or Stock Appreciation Right or other purchase right to reduce its exercise price per Share, or (b) cancel
any Option or Stock Appreciation Right or other purchase right in exchange for cash or another Award or (c) permit any repricing
of such awards to be accomplished through repurchase or otherwise, in each case other than adjustments or substitutions in accordance
with Section 12.2.


 


10.7          Amendment
of Awards. Subject to Applicable Law, the Administrator may amend, modify or terminate any outstanding Award, including but not limited
to, substituting therefor another Award of the same or a different type, changing the date of exercise or settlement, and converting an
Incentive Stock Option to a Non-Qualified Stock Option. The Holder’s consent to such action shall be required unless (a) the
Administrator determines that the action, taking into account any related action, would not materially and adversely affect the Holder,
or (b) the change is otherwise permitted under the Plan (including, without limitation, under Section 12.2 or 12.10).


 


10.8          Data
Privacy. As a condition of receipt of any Award, each Holder explicitly and unambiguously consents to the collection, use and transfer,
in electronic or other form, of personal data as described in this Section 10.8 by and among, as applicable, the Company and its
Subsidiaries for the exclusive purpose of implementing, administering and managing the Holder’s participation in the Plan. The Company
and its Subsidiaries may hold certain personal information about a Holder, including but not limited to, the Holder’s name, home
address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality,
job title(s), any shares of stock held in the Company or any of its Subsidiaries, details of all Awards, in each case, for the purpose
of implementing, managing and administering the Plan and Awards (the “Data”). The Company and its Subsidiaries may
transfer the Data amongst themselves as necessary for the purpose of implementation, administration and management of a Holder’s
participation in the Plan, and the Company and its Subsidiaries may each further transfer the Data to any third parties assisting the
Company and its Subsidiaries in the implementation, administration and management of the Plan. These recipients may be located in the
Holder’s country, or elsewhere, and the Holder’s country may have different data privacy laws and protections than the recipients’
country. Through acceptance of an Award, each Holder authorizes such recipients to receive, possess, use, retain and transfer the Data,
in electronic or other form, for the purposes of implementing, administering and managing the Holder’s participation in the Plan,
including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or any of its
Subsidiaries or the Holder may elect to deposit any Shares. The Data related to a Holder will be held only as long as is necessary to
implement, administer, and manage the Holder’s participation in the Plan. A Holder may, at any time, view the Data held by the Company
with respect to such Holder, request additional information about the storage and processing of the Data with respect to such Holder,
recommend any necessary corrections to the Data with respect to the Holder or refuse or withdraw the consents herein in writing, in any
case without cost, by contacting his or her local human resources representative. The Company may cancel Holder’s ability to participate
in the Plan and, in the Administrator’s discretion, the Holder may forfeit any outstanding Awards if the Holder refuses or withdraws
his or her consents as described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Holders
may contact their local human resources representative.


 



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ARTICLE 11.


 


ADMINISTRATION


 


11.1          Administrator.
The Committee shall administer the Plan (except as otherwise permitted herein). To the extent necessary to comply with Rule 16b-3
of the Exchange Act, then the Committee shall take all action with respect to such Awards, and the individuals taking such action shall
consist solely of two or more Non-Employee Directors, each of whom is intended to qualify as both a “non-employee director”
as defined by Rule 16b-3 of the Exchange Act or any successor rule. Additionally, to the extent required by Applicable Law, each
of the individuals constituting the Committee shall be an “independent director” under the rules of any securities exchange
or automated quotation system on which the Shares are listed, quoted or traded. Notwithstanding the foregoing, any action taken by the
Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to
have satisfied the requirements for membership set forth in this Section 11.1 or the Organizational Documents. Except as may otherwise
be provided in the Organizational Documents or as otherwise required by Applicable Law, (a) appointment of Committee members shall
be effective upon acceptance of appointment, (b) Committee members may resign at any time by delivering written or electronic notice
to the Board and (c) vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, (i) the full
Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards granted
to Non-Employee Directors and, with respect to such Awards, the terms “Administrator” as used in the Plan shall be deemed
to refer to the Board and (ii) the Board or Committee may delegate its authority hereunder to the extent permitted by Section 11.6.


 


11.2          Duties
and Powers of Administrator. It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance
with its provisions. The Administrator shall have the power to interpret the Plan, all Programs and Award Agreements, and to adopt such
rules for the administration, interpretation and application of the Plan and any Program as are not inconsistent with the Plan, to
interpret, amend or revoke any such rules and to amend the Plan or any Program or Award Agreement; provided that the rights
or obligations of the Holder of the Award that is the subject of any such Program or Award Agreement are not materially and adversely
affected by such amendment, unless the consent of the Holder is obtained or such amendment is otherwise permitted under Section 10.7
or Section 12.10. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties
of the Committee in its capacity as the Administrator under the Plan except with respect to matters which under Rule 16b-3 under
the Exchange Act or any successor rule, or the rules of any securities exchange or automated quotation system on which the Shares
are listed, quoted or traded are required to be determined in the sole discretion of the Committee.


 


11.3          Action
by the Administrator. Unless otherwise established by the Board, set forth in any Organizational Documents or as required by Applicable
Law, a majority of the Administrator shall constitute a quorum and the acts of a majority of the members present at any meeting at which
a quorum is present, and acts approved in writing by all members of the Administrator in lieu of a meeting, shall be deemed the acts of
the Administrator. Each member of the Administrator is entitled to, in good faith, rely or act upon any report or other information furnished
to that member by any officer or other employee of the Company or any Subsidiary, the Company’s independent certified public accountants,
or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.


 



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11.4          Authority
of Administrator. Subject to the Organizational Documents, any specific designation in the Plan and Applicable Law, the Administrator
has the exclusive power, authority and sole discretion to:


 


(a)          Designate
Eligible Individuals to receive Awards;


 


(b)          Determine
the type or types of Awards to be granted to each Eligible Individual (including, without limitation, any Awards granted in tandem with
another Award granted pursuant to the Plan, provided, however, that Incentive Stock Options may not be granted in tandem with Nonqualified
Stock Options);


 


(c)          Determine
the number of Awards to be granted and the number of Shares to which an Award will relate;


 


(d)          Determine
the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, purchase
price, any Performance Criteria or other performance criteria, any restrictions or limitations on the Award, any schedule for vesting,
lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions
related to non-competition and claw-back and recapture of gain on an Award, based in each case on such considerations as the Administrator
in its sole discretion determines;


 


(e)          Determine
whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid in cash,
Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;


 


(f)           Prescribe
the form of each Award Agreement, which need not be identical for each Holder;


 


(g)          Decide
all other matters that must be determined in connection with an Award;


 


(h)          Establish,
adopt, or revise any Programs, rules and regulations as it may deem necessary or advisable to administer the Plan;


 


(i)           Interpret
the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement;


 


(j)           Make
all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable
to administer the Plan; and


 


(k)          Accelerate
wholly or partially the vesting or lapse of restrictions of any Award or portion thereof at any time after the grant of an Award, subject
to whatever terms and conditions it selects and Section 12.2.


 


11.5         Decisions
Binding. The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Program or any Award Agreement
and all decisions and determinations by the Administrator with respect to the Plan are final, binding and conclusive on all Persons.


 


11.6         Delegation
of Authority. The Board or Committee may from time to time delegate to a committee of one or more members of the Board or one or more
officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to this Article 11;
provided, however, that in no event shall an officer of the Company be delegated the authority to grant Awards to, or amend
Awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act, or (b) officers
of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided, further,
that any delegation of administrative authority shall only be permitted to the extent it is permissible under any Organizational Documents
and Applicable Law. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at
the time of such delegation or that are otherwise included in the applicable Organizational Documents, and the Board or Committee, as
applicable, may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under
this Section 11.6 shall serve in such capacity at the pleasure of the Board or the Committee, as applicable, and the Board or the
Committee may abolish any committee at any time and re-vest in itself any previously delegated authority.


 



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ARTICLE 12.


 


MISCELLANEOUS
PROVISIONS


 


12.1          Amendment,
Suspension or Termination of the Plan.


 


(a)          Except
as otherwise provided in Section 12.1(b), the Plan may be wholly or partially amended or otherwise modified, suspended or terminated
at any time or from time to time by the Board; provided that, except as provided in Section 10.7 and Section 12.10, no
amendment, suspension or termination of the Plan shall, without the consent of the Holder, materially and adversely affect any rights
or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides.


 


(b)          Notwithstanding
Section 12.1(a), the Board may not without approval of the Company’s stockholders:


 


(i)          Increase
the Share Limit, except as provided in Section 12.2, or without approval of the Company’s stockholders given within twelve
(12) months before or after such action;


 


(ii)         Reduce
the exercise or purchase price of an Award benefiting an Insider;


 


(iii)        Extend
the term of an incentive security benefiting an Insider;


 


(iv)        Amend
the Plan to remove or exceed the Insider participation limit; or


 


(v)        Amend
the Plan amendment provisions.


 


(c)          No
Awards may be granted or awarded during any period of suspension or after termination of the Plan, and notwithstanding anything herein
to the contrary, in no event may any Incentive Stock Option be granted under the Plan after the tenth (10th) anniversary of the earlier
of (i) the date on which the Plan was adopted by the Board or (ii) the date the Plan was approved by the Company’s stockholders.


 


12.2         Changes
in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events.


 


(a)          In
the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than
normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of the Company’s stock or the
share price of the Company’s stock other than an Equity Restructuring, the Administrator may make equitable adjustments, if any,
to reflect such change with respect to: (i) the aggregate number and kind of Shares that may be issued under the Plan (including,
but not limited to, adjustments of the Share Limit and kind of Shares which may be issued under the Plan, and adjustments of the Director
Limit); (ii) the number and kind of Shares (or other securities or property) subject to outstanding Awards; (iii) the terms
and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto);
(iv) the grant or exercise price per share for any outstanding Awards under the Plan; and (v) the number and kind of Shares
(or other securities or property) for which automatic grants are subsequently to be made to new and continuing Non-Employee Directors
pursuant to Section 4.6.


 



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(b)          In
the event of any transaction or event described in Section 12.2(a) or any unusual or nonrecurring transactions or events affecting
the Company, any Subsidiary of the Company, or the financial statements of the Company or any Subsidiary, or of changes in Applicable
Law or Applicable Accounting Standards, the Administrator, in its sole discretion, and on such terms and conditions as it deems appropriate,
either by the terms of the Award or by action taken prior to the occurrence of such transaction or event, is hereby authorized to take
any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent dilution
or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award under the
Plan, to facilitate such transactions or events or to give effect to such changes in Applicable Law or Applicable Accounting Standards:


 


(i)          To
provide for the termination of any such Award in exchange for an amount of cash and/or other property with a value equal to the amount
that would have been attained upon the exercise of such Award or realization of the Holder’s rights (and, for the avoidance of doubt,
if as of the date of the occurrence of the transaction or event described in this Section 12.2 the Administrator determines in good
faith that no amount would have been attained upon the exercise of such Award or realization of the Holder’s rights, then such Award
may be terminated by the Company without payment);


 


(ii)         To
provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof,
with appropriate adjustments as to the number and kind of shares and applicable exercise or purchase price, in all cases, as determined
by the Administrator;


 


(iii)        To
make adjustments in the number and type of Shares of the Company’s stock (or other securities or property) subject to outstanding
Awards, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards
and Awards which may be granted in the future;


 


(iv)        To
provide that such Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding anything
to the contrary in the Plan or the applicable Program or Award Agreement;


 


(v)        To
replace such Award with other rights or property selected by the Administrator; and/or


 


(vi)       To
provide that the Award cannot vest, be exercised or become payable after such event.


 


(c)           In
connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 12.2(a) and
12.2(b):


 


(i)          (i) The
number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, shall be
equitably adjusted (and the adjustments provided under this Section 12.2(c)(i) shall be nondiscretionary and shall be final
and binding on the affected Holder and the Company); and/or


 



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(ii)          The
Administrator shall make such equitable adjustments, if any, as the Administrator, in its sole discretion, may deem appropriate to reflect
such Equity Restructuring with respect to the aggregate number and kind of Shares that may be issued under the Plan (including, but not
limited to, adjustments of the Share Limit and kind of Shares which may be issued under the Plan).


 


(d)          Notwithstanding
any other provision of the Plan, in the event of a Change in Control, unless the Administrator elects to (i) terminate an Award in
exchange for cash, rights or property, or (ii) cause an Award to become fully exercisable and no longer subject to any forfeiture
restrictions prior to the consummation of a Change in Control, pursuant to Section 12.2, (A) such Award (other than any portion
subject to performance-based vesting) shall continue in effect or be assumed or an equivalent Award substituted by the successor corporation
or a parent or subsidiary of the successor corporation and (B) the portion of such Award subject to performance-based vesting shall
be subject to the terms and conditions of the applicable Award Agreement and, in the absence of applicable terms and conditions, the Administrator’s
discretion, provided, that in the event a Holder experiences a Termination of Service by the Company for other than Cause or by the Holder
for Good Reason, in either case within two years following such Change in Control, then the vesting and, if applicable, exercisability
of one hundred percent (100%) of the then-unvested Shares (or other securities or property) subject to the outstanding Awards held by
such Holder shall accelerate upon the date of such Termination of Service.


 


(e)          Subject
to Section 12.2(d), in the event that the successor corporation in a Change in Control refuses to assume or substitute for an Award
(other than any portion subject to performance-based vesting), the Administrator shall cause such Award to become fully vested and, if
applicable, exercisable immediately prior to the consummation of such transaction and all forfeiture restrictions on such Award to lapse
and, to the extent unexercised upon the consummation of such transaction, to terminate in exchange for cash, rights or other property
pursuant to Section 12.2(b)(i). The Administrator shall notify the Holder of any Award that becomes exercisable pursuant to the preceding
sentence that such Award shall be fully exercisable for a period of fifteen (15) days from the date of such notice, contingent upon the
occurrence of the Change in Control, and such Award shall terminate upon the consummation of the Change in Control in accordance with
the preceding sentence.


 


(f)           For
the purposes of this Section 12.2, an Award shall be considered assumed if, following the Change in Control, the Award confers the
right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether
stock, cash, or other securities or property) received in the 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 Change in Control
was 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 the Award, for each Share subject to an 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 Change in Control.


 


(g)          The
Administrator, in its sole discretion, may include such further provisions and limitations in any Award, agreement or certificate, as
it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan.


 



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(h)          Unless
otherwise determined by the Administrator, no adjustment or action described in this Section 12.2 or in any other provision of the
Plan shall be authorized to the extent it would (i) cause the Plan to violate Section 422(b)(1) of the Code, (ii) result
in short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 of the
Exchange Act, or (iii) cause an Award to fail to be exempt from or comply with Section 409A.


 


(i)           The
existence of the Plan, any Program, any Award Agreement and/or the Awards granted hereunder shall not affect or restrict in any way the
right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization
or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock
or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior
to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution
or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.


 


(j)          In
the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other
than normal cash dividends) of Company assets to stockholders, or any other change affecting the Shares or the share price of the Common
Stock including any Equity Restructuring, for reasons of administrative convenience, the Company, in its sole discretion, may refuse to
permit the exercise of any Award during a period of up to thirty (30) days prior to the consummation of any such transaction.


 


12.3         Approval
of Plan by Stockholders. The Plan shall be submitted for the approval of the Company’s stockholders within twelve (12) months
after the date of the Board’s initial adoption of the Plan.


 


12.4         No
Stockholders Rights. Except as otherwise provided herein or in an applicable Program or Award Agreement, a Holder shall have none
of the rights of a stockholder with respect to Shares covered by any Award until the Holder becomes the record owner of such Shares.


 


12.5         Paperless
Administration. In the event that the Company establishes, for itself or using the services of a third party, an automated system
for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then
the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automated system.


 


12.6         Effect
of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect
for the Company or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company or any Subsidiary: (a) to
establish any other forms of incentives or compensation for Employees, Directors or Consultants of the Company or any Subsidiary, or (b) to
grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including
without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or
otherwise, of the business, stock or assets of any corporation, partnership, limited liability company, firm or association.


 



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12.7         Compliance
with Laws. The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of Shares and the payment of
money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all Applicable Law (including but not
limited to state, federal and foreign securities law and margin requirements), and to such approvals by any listing, regulatory or governmental
authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered
under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide
such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all Applicable
Law. The Administrator, in its sole discretion, may take whatever actions it deems necessary or appropriate to effect compliance with
Applicable Law, including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars.
Notwithstanding anything to the contrary herein, the Administrator may not take any actions hereunder, and no Awards shall be granted,
that would violate Applicable Law. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder shall be
deemed amended to the extent necessary to conform to Applicable Law.


 


12.8         Titles
and Headings, References to Sections of the Code or Exchange Act. The titles and headings of the Sections in the Plan are for convenience
of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. References
to sections of the Code or the Exchange Act shall include any amendment or successor thereto.


 


12.9         Governing
Law. The Plan and any Programs and Award Agreements hereunder shall be administered, interpreted and enforced under the internal laws
of the State of Delaware without regard to conflicts of laws thereof or of any other jurisdiction.


 


12.10       Section 409A.
To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A, the Plan, the Program
pursuant to which such Award is granted and the Award Agreement evidencing such Award shall incorporate the terms and conditions required
by Section 409A. In that regard, to the extent any Award under the Plan or any other compensatory plan or arrangement of the Company
or any of its Subsidiaries is subject to Section 409A, and such Award or other amount is payable on account of a Holder’s Termination
of Service (or any similarly defined term), then (a) such Award or amount shall only be paid to the extent such Termination of Service
qualifies as a “separation from service” as defined in Section 409A, and (b) if such Award or amount is payable
to a “specified employee” as defined in Section 409A then to the extent required in order to avoid a prohibited distribution
under Section 409A, such Award or other compensatory payment shall not be payable prior to the earlier of (i) the expiration
of the six-month period measured from the date of the Holder’s Termination of Service, or (ii) the date of the Holder’s
death. To the extent applicable, the Plan, the Program and any Award Agreements shall be interpreted in accordance with Section 409A.
Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Administrator determines
that any Award may be subject to Section 409A, the Administrator may (but is not obligated to), without a Holder’s consent,
adopt such amendments to the Plan and the applicable Program and Award Agreement or adopt other policies and procedures (including amendments,
policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate
to (A) exempt the Award from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to
the Award, or (B) comply with the requirements of Section 409A and thereby avoid the application of any penalty taxes under
Section 409A. The Company makes no representations or warranties as to the tax treatment of any Award under Section 409A or
otherwise. The Company shall have no obligation under this Section 12.10 or otherwise to take any action (whether or not described
herein) to avoid the imposition of taxes, penalties or interest under Section 409A with respect to any Award and shall have no liability
to any Holder or any other person if any Award, compensation or other benefits under the Plan are determined to constitute non-compliant,
 “nonqualified deferred compensation” subject to the imposition of taxes, penalties and/or interest under Section 409A.


 


12.11       Unfunded
Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments
not yet made to a Holder pursuant to an Award, nothing contained in the Plan or any Program or Award Agreement shall give the Holder any
rights that are greater than those of a general creditor of the Company or any Subsidiary.


 



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12.12       Indemnification.
To the extent permitted under Applicable Law and the Organizational Documents, each member of the Administrator shall be indemnified and
held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member
in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may
be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her
in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity,
at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing
right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant
to the Organizational Documents, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them
harmless.


 


12.13       Relationship
to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise
expressly provided in writing in such other plan or an agreement thereunder.


 


12.14       Expenses.
The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.


 


12.15       Compliance with TSX Policies. So
long as the Company is not an Eligible Interlisted Issuer (as such term is defined in the policies of the TSX), the Company will comply
with the policies of the TSX regarding security based compensation arrangements, including seeking TSX and stockholder approval of the
Plan and any grants hereunder as required by the policies of the TSX.


 


* * * * *


 


Hereby certified that the foregoing Plan was duly adopted by the Board
of Directors of Ivanhoe Electric, Inc. on June    , 2022.


 


* * * * *


 


Hereby certified that the foregoing Plan was approved by the stockholders
of Ivanhoe Electric, Inc. on June    , 2022.


 



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