Exhibit 10.7


 


VOLTA
INC.


 


Founder
Incentive Plan


 


1.
Purposes of the Plan. The purposes of this Plan
are (a) to retain the Founders to ensure the Company’s success and accomplish the Company’s goals; (b) to incentivize
the Founders with equity-based compensation to align their interests with the Company’s stockholders; and (c) to promote the
success of the Company’s business.


 


The
Plan permits the grant of Restricted Stock Units.


 


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


 


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


 


(b)
“Affiliate” means a Parent, a Subsidiary or any corporation or other entity that, directly or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common control with, the Company.


 


(c)
“Applicable Laws” means all applicable laws, rules, regulations and requirements, including, but not limited
to, all applicable U.S. federal or state laws, rules and regulations, the rules and regulations of any stock exchange or quotation system
on which the Common Stock is listed or quoted, and the applicable laws, rules and regulations of any other country or jurisdiction where
Awards are, or will be, granted under the Plan or Participants reside or provide services to the Company or any Affiliate, as such laws,
rules, and regulations shall be in effect from time to time.


 


(d)
“Award” means, individually or collectively, a grant under the Plan of Restricted Stock Units.


 


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


 


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


 






     


     


    

 


(g)
“Cause” means, with respect to the termination of a Participant’s status as a Service Provider, (i) except
as otherwise defined in an Award Agreement, in the case where there is no employment agreement, consulting agreement, change in control
agreement or similar agreement in effect between the Company or an Affiliate of the Company and the Participant at the time of the grant
of the Award (or where there is such an agreement but it does not define “cause” (or words of like import) or where it only
applies upon the occurrence of a change in control and one has not yet taken place): (A) any material breach by Participant of any
material written agreement between Participant and the Company; (B) any failure by Participant to comply with the Company’s
material written policies or rules as they may be in effect from time to time; (C) neglect or persistent unsatisfactory performance
of Participant’s duties; (D) Participant’s repeated failure to follow reasonable and lawful instructions from the Board
or Chief Executive Officer; (E) Participant’s indictment for, conviction of, or plea of guilty or nolo contendere to, any
felony or crime that results in, or is reasonably expected to result in, a material adverse effect on the business or reputation of the
Company; (F) Participant’s commission of or participation in an act of fraud against the Company; (G) Participant’s
commission of or participation in an act that results in material damage to the Company’s business, property or reputation; or
(H) Participant’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other
party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (ii) in
the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement in effect between
the Company or an Affiliate and the Participant at the time of the grant of the Award that defines “cause” (or words of like
import), “cause” as defined under such agreement (taking into account, for the avoidance of doubt, applicable cure periods
and other applicable conditions to such determination); provided, however, that with regard to any agreement under which the definition
of “cause” only applies on occurrence of a change in control, such definition of “cause” shall not apply until
a change in control actually takes place and then only with regard to a termination thereafter. For purposes of clarity, a termination
without “Cause” does not include any termination that occurs solely as a result of Participant’s death or Disability.
Where a determination is made under clause (i) above, the determination as to whether a Participant’s status as a Service Provider
for purposes of the Plan has been terminated for Cause shall be made in good faith by the Company and shall be final and binding on the
Participant. Where a determination is made under clause (ii) above, the determination as to whether a Participant’s status as a
Service Provider for purposes of the Plan has been terminated for Cause will be made in accordance with the applicable employment agreement,
consulting agreement, change in control agreement or similar agreement. The foregoing definition does not in any way limit the Company’s
ability (or that of any Affiliate or any successor thereto, as appropriate) to terminate a Participant’s employment or consulting
relationship at any time, subject to Applicable Laws.


 


(h)
“Change in Control” except as may otherwise be provided in an Award Agreement or other applicable agreement
that is executed by an applicable Participant after the Effective Date hereof, means the occurrence of any of the following:


 


(i)
The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if
the Company’s stockholders immediately prior to such merger, consolidation or reorganization cease to directly or indirectly
own immediately after such merger, consolidation or reorganization at least a majority of the combined voting power of the
continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or reorganization in
substantially the same proportions immediately after such merger, consolidation or reorganization as in effect immediately prior to
such merger, consolidation or reorganization;


 


(ii)
The consummation of the sale, transfer or other disposition of all or substantially all of the Company’s assets (other than
(x) to a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly
by the Company, (y) to a corporation or other entity owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of the Common Stock of the Company or (z) to a continuing or surviving
entity described in Section 2(h)(i) in connection with a merger, consolidation or reorganization which does not result in a
Change in Control under Section 2(h)(i));


 


(iii)
A change in the effective control of the Company, which occurs on the date that a majority of members of the Board is replaced during
any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board
prior to the date of the appointment or election; or


 






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(iv)
The consummation of any transaction as a result of which any Person becomes the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least twenty-five
percent (25%) of the total voting power represented by the Company’s then outstanding voting securities. For purposes of
this Section 2(h), the term “Person” shall have the same meaning as when used in Sections 13(d) and
14(d) of the Exchange Act but shall exclude:


 


(1)
a trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate;


 


(2)
a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as
their ownership of the Common Stock of the Company;


 


(3)
the Company; and


 


(4)
a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly by the Company.


 


A
transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation
or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities
immediately before such transactions. In addition, if any Person (as defined above) owns more than twenty-five percent (25%) of the total
voting power represented by the Company’s then outstanding voting securities and no other Person or group of related Persons owns
a greater percentage of such voting power, the acquisition of additional securities of the Company by the same Person will not be considered
to cause a Change in Control. If required for compliance with Code Section 409A, in no event will a Change in Control be deemed to have
occurred if such transaction is not also a “change in the ownership or effective control of” the Company or “a change
in the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5)
(without regard to any alternative definition thereunder).


 


(i)
“Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or
regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any
comparable provision of any future legislation or regulation amending, supplementing or superseding such section or
regulation.


 


(j)
“Code Section 409A” Code Section 409A, as amended from time to time, including the guidance and regulations
promulgated thereunder and successor provisions, guidance and regulations thereto.


 


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


 


(l)
“Common Stock” means the Class B common stock of the Company.


 


(m)
“Company” means Volta, Inc., a Delaware corporation, or any successor thereto.


 






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


 


(o)
“Disability” means, unless otherwise specified in an Award Agreement, total and permanent disability as determined
by the Social Security Administration or the long-term disability plan maintained by the Company. The Administrator in its discretion
may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by
the Administrator from time to time.


 


(p)
“Effective Date” means August 26, 2021.


 


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


 


(r)
“Employee-Founder” means a Founder who is an Employee.


 


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


 


(t)
“Fair Market Value” means, as of any date, the value of Common Stock determined as follows:


 


(i)
If the Common Stock is listed on any established stock exchange or a national market system, its Fair Market Value will be the
closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day
of determination, as reported in such source as the Administrator deems reliable;


 


(ii)
If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value
of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported
in such source as the Administrator deems reliable; or


 


(iii)
In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator
in compliance with Applicable Laws and regulations and in a manner that complies with Code Section 409A.


 


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


 


(v)
“Founder” means each of Scott Mercer and/or Christopher Wendel, as applicable.


 


(w) “Independent Contractor” means any person, including an advisor, consultant or agent, engaged by the Company
or an Affiliate to render services to such entity or who renders, or has rendered, services to the Company, or any Affiliate and is compensated
for such services.


 


(x)
“Insider” means an Officer or Director or any other person whose transactions in Common Stock are subject to
Section 16 of the Exchange Act.


 


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


 






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(z) “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the
Company if each of the corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent
on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.


 


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


 


(bb)
“Plan” means this Founder Incentive Plan.


 


(cc)
“Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of
one Share, granted pursuant to Section 6. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.


 


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


 


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


 


(ff)
“Service Provider” means an Employee, Director or Independent Contractor.


 


(gg)
“Share” means a share of Common Stock, as adjusted in accordance with Section 9 of the Plan.


 


(hh)
“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning
with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that
attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.


 


(ii)
“Tax-Related Items” means income tax, social insurance or other social contributions, national insurance, social
security, payroll tax, fringe benefits tax, payment on account or other tax-related items.


 


3.
Stock Subject to the Plan.


 


(a)
Stock Subject to the Plan. Subject to the provisions of Sections 3(b) and 9 of the Plan, the maximum aggregate number of Shares
that may be issued under the Plan will not exceed the 10,500,000 Shares. The Shares may be authorized, but unissued, or reacquired Common
Stock.


 


(b)
Lapsed Awards. To the extent an Award should expire or be forfeited, the unissued Shares that were subject thereto shall not return
to the Plan and shall no longer be available under the Plan for issuance pursuant to future Awards. In addition, any Shares which are
retained by the Company in order to satisfy any withholding taxes due with respect to such Award shall no longer be available under the
Plan for issuance pursuant to future Awards. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash
payment will result in reducing the number of Shares available for issuance under the Plan.


 






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4.
Administration of the Plan.


 


(a)
Procedure.


 


(i) Multiple
Administrative Bodies. Different Committees with respect to each Founder may administer the Plan.


 


(ii)
Rule 16b-3. The transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.


 


(iii)
Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee,
which committee will be constituted to satisfy Applicable Laws.


 


(b)
Powers of the Administrator. Subject to the limitations set forth in the Plan and Applicable Laws and/or any applicable Award
Agreement, the Administrator will have the authority, in its discretion:


 


(i)
to determine the Fair Market Value in accordance with Section 2(t)(iii);


 


(ii)
to determine the number of Shares to be covered by each Award granted hereunder, provided that each Founder will be granted an
initial Award covering 5,250,000 Shares effective as soon as practicable following the closing of the transactions contemplated by
the Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, SNPR
Merger Sub I, Inc., a Delaware corporation, SNPR Merger Sub II, LLC, a Delaware limited liability company, and Volta Industries,
Inc., a Delaware corporation (each, an “Initial Founder Award”);


 


(iii)
to approve forms of Award Agreements for use under the Plan;


 


(iv)
to determine the terms and conditions, consistent with the terms set forth in the Business Combination Agreement and not
inconsistent with the terms of the Plan, of any Award granted hereunder; such terms and conditions may include, but are not limited
to, any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the
Shares relating thereto, based in each case on such factors as the Administrator will determine;


 


(v)
to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;


 


(vi)
correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;


 


(vii)
to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations established for the purpose
of satisfying non-U.S. Applicable Laws, for qualifying for favorable tax treatment under applicable non-U.S. Applicable Laws
or facilitating compliance with non-U.S. Applicable Laws (sub-plans may be created for any of these purposes);


 






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(viii)
to modify or amend each Award (subject to Section 16 of the Plan), subject to the terms and conditions of the Plan and
compliance with all Applicable Laws;


 


(ix)
to allow Participants to satisfy tax withholding obligations in such manner as prescribed in Section 16 of the Plan;


 


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


 


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


 


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


 


(c)
Effect of Administrator’s Decision. Subject to the limitations set forth in the Plan and/or any applicable Award Agreement,
the Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders
of Awards. Any dispute regarding the interpretation of the Plan or any Award Agreement shall be submitted by the Participant to the Company
for review. The Committee shall have the authority to review and resolve disputes with respect to Awards held by Participants who are
Insiders.


 


(d)
Delegation. To the extent permitted by Applicable Laws, the Board or Committee, in its sole discretion and on such terms and conditions
as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more Directors or Officers.


 


(e)
Section 16 of the Exchange Act. Awards granted to Participants who are Insiders must be approved by two or more “non-employee
directors” of the Board (as defined in the regulations promulgated under Section 16 of the Exchange Act).


 


5.
Award Eligibility. Restricted Stock Units may
be granted to any Founder who is a Service Provider.


 


6.
Restricted Stock Units.


 


(a)
Grant. Restricted Stock Units granted under the Plan, including the number of Restricted Stock Units subject to such grant, will
be evidenced by an Award Agreement setting forth the terms, conditions, and restrictions (if any) related to the grant, subject to the
limitations set forth herein.


 


(b)
Vesting Criteria and Other Terms. A Restricted Stock Unit Award will vest at such time, and upon such terms, as are determined
by the Administrator consistent with the Business Combination Agreement, the Plan and Applicable Laws, and set forth in an applicable
Award Agreement. The extent to which the vesting criteria and other terms set by the Administrator are met will determine the number
of Restricted Stock Units that settle into shares of Common Stock.


 






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(c)
Earning Restricted Stock Units. Upon meeting the applicable vesting criteria and any other conditions, the Participant will be
entitled to have the Restricted Stock Units settled as determined by the Administrator, subject to the limitations set forth herein or
in an applicable Award Agreement. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator,
in its sole discretion, may reduce or waive any vesting criteria or other conditions that must be met for the Restricted Stock Units
to settle.


 


(d)
Dividend Equivalents. The Administrator may, in its sole discretion, award dividend equivalents in connection with the grant of
Restricted Stock Units that may be settled in cash, in Shares of equivalent value, or in some combination thereof. Absent a contrary
provision in an Award Agreement, such dividend equivalents shall be subject to the same terms, restrictions and risk of forfeiture as
the Restricted Stock Units with respect to which the dividends accrue and shall not be settled unless and until the related Restricted
Stock Units have vested and been earned.


 


(e)
Form and Timing of Settlement. Settlement of earned Restricted Stock Units will be made upon the date(s) determined by the Administrator
and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock Units in cash, Shares,
or a combination of both.


 


(f)
Cancellation. On the date set forth in the Award Agreement, all Shares underlying any unvested, unearned Restricted Stock Units
(after giving effect to any applicable acceleration provisions that apply to such Restricted Stock Units) will be forfeited to the Company
and the underlying shares of Common Stock will not be available for future issuance under the Plan.


 


7.
Leaves of Absence/Transfer Between Locations.
The Administrator shall have the discretion to determine in an applicable Award Agreement whether and to what extent the vesting of Awards
shall be suspended during any leave of absence; provided, however, that in the absence of such determination, vesting of Awards shall
continue during any paid leave and shall be suspended during any unpaid leave (unless otherwise required by Applicable Laws). A Participant
will not cease to be an Employee in the case of (i) any leave of absence approved by the Participant’s employer or (ii) transfers
between locations of the Company or between the Company or any Affiliate.


 


8.
Transferability of Awards. Unless determined
otherwise by the Administrator or otherwise provided in an Award Agreement or other written agreement between the Company or any of its
Affiliates and an applicable Participant, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only
by the Participant. If the Administrator makes an Award transferable, such Award will be subject to such additional terms and conditions
as the Administrator deems appropriate and provides in an applicable Award Agreement provided, however, that in no event may any Award
be transferred for consideration to a third-party financial institution, unless otherwise provided in an Award Agreement or other applicable
written agreement between the Company or any of its Affiliates and the applicable Participant.


 






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9.
Adjustments; Dissolution or Liquidation; Merger or
Change in Control.


 


(a)
Adjustments. In the event of a stock split, reverse stock split, stock dividend, combination, consolidation, recapitalization
(including a recapitalization through a large nonrecurring cash dividend or distribution of property, including shares of a subsidiary)
or reclassification of the Shares, subdivision of the Shares, a rights offering, a reorganization, merger, spin-off, split-up, repurchase,
or exchange of Common Stock or other securities of the Company or other significant corporate transaction, or other change affecting
the Common Stock occurs, the Administrator, in order to prevent dilution, diminution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, will, in such manner as it may deem equitable in its good faith discretion, adjust the
number, kind and class of securities that may be delivered under the Plan and/or the number, class and kind of securities covered by
each outstanding Award. Notwithstanding the forgoing, all adjustments under this Section 9 shall be made in a manner that does not
result in taxation or penalties under Code Section 409A.


 


(b)
Dissolution or Liquidation. In the event of the proposed winding up, dissolution or liquidation of the Company, the Administrator
will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not
been previously settled, and without limiting Section 9(a) or 9(c) herein, an Award will terminate immediately prior to the consummation
of such proposed action.


 


(c)
Corporate Transaction. Except as otherwise provided in an applicable Award Agreement or other agreement with the Participant that
is binding upon the Company, in the event of (i) a transfer of all or substantially all of the Company’s assets, (ii) a
merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation,
entity or person, (iii) the consummation of a transaction, or series of related transactions, in which any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in
Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50% of the Company’s then outstanding capital stock,
or (iv) a Change in Control (each, a “Corporate Transaction”), each outstanding Award (vested or unvested)
will be treated as the Administrator determines, which determination may be made without the consent of any Participant and need not
treat all outstanding Awards (or portion thereof) in an identical manner. Such determination, without the consent of any Participant,
shall provide for one or more of the following in the event of a Corporate Transaction: (A) the continuation of such outstanding
Awards by the Company (if the Company is the surviving corporation); (B) the assumption of such outstanding Awards by the surviving
corporation or its parent; (C) the substitution by the surviving corporation or its parent of new equity awards for such Awards
that preserve (as of immediately after the Corporate Transaction) the intrinsic value of such Awards (as of immediately prior to the
Corporate Transaction); (D) the cancellation of such outstanding Awards in exchange for a payment to the Participants equal to the
Fair Market Value of the vested Shares subject to such Awards as of the closing date of such Corporate Transaction; provided that, at
the discretion of the Administrator and to the extent permissible under all Applicable Laws (including without limitation Section 409A
of the Code), such payment may be subject to the same conditions that apply to the consideration that will be paid to holders of Shares
in connection with the transaction; or (E) the full or partial acceleration of vesting, settlement, payment and/or expiration of
such outstanding Awards as of immediately prior to the Corporate Transaction.


 


(d)
Change in Control. An Award may be subject to additional acceleration of vesting, settlement, payment and/or expiration upon or
after a Change in Control as may be provided in the Award Agreement for such Award or as may be provided in any other written agreement
between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration will occur unless
approved by the Administrator.


 






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10. Tax.


 


(a)
Withholding Requirements. Subject to any limitations provided in an applicable Award Agreement, prior to the delivery of any Shares
or cash pursuant to an Award (or settlement thereof) or prior to any time the Award or Shares are subject to taxation or other Tax-Related
Items, the Company and/or the Participant’s employer will have the power and the right to deduct or withhold, or require a Participant
to remit to the Company, an amount sufficient to satisfy any Tax-Related Items or other items that the Company or any Affiliate is required
to withhold or deduct or that is otherwise applicable with respect to such Award.


 


(b)
Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time
to time (but subject to any limitations set forth in an applicable Award Agreement), may permit a Participant to satisfy such withholding
or deduction obligations or any other Tax-Related Items, in whole or in part by (without limitation) (i) paying cash, (ii) electing
to have the Company withhold otherwise deliverable cash or Shares, (iii) delivering to the Company already-owned Shares, or (iv)
such other method as may be set forth in the Award Agreement. The Fair Market Value of the Shares to be withheld or delivered will be
determined based on such methodology that the Company deems to be reasonable and in accordance with Applicable Laws.


 


(c)
Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the
application of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will not be
subject to the additional tax or interest applicable under Code Section 409A. The Plan and each Award Agreement under the Plan is intended
to meet the requirements of Code Section 409A (or an exemption therefrom) and will be construed and interpreted in accordance with
such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the
settlement or deferral thereof, is subject to Code Section 409A the Award will be granted, paid, settled or deferred in a manner that
will meet the requirements of Code Section 409A (or an exemption therefrom), such that the grant, payment, settlement or deferral will
not be subject to the additional tax or interest applicable under Code Section 409A. In no event will the Company be responsible for
or reimburse a Participant for any taxes or other penalties incurred as a result of the application of Code Section 409A to the extent
such taxes result from the failure of the Plan or an Award Agreement to be in documentary compliance with Code Section 409A.


 


11.
No Effect on Employment or Service. Neither the
Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service
Provider with the Company or any Affiliate, nor will they interfere in any way with the Participant’s right or the Company’s
or any Affiliate’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable
Laws.


 


12.
Date of Grant. The date of grant of an Award
will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date
as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after
the date of such grant.


 


13.
Corporate Records Control. In the event that
the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain
terms (e.g., vesting schedule or number of Shares) that are inconsistent with those in the Award Agreement or related grant documents
as a result of a clerical error in the papering of the Award Agreement or related grant documents, the corporate records will control
and the Participant will have no legally binding right to the incorrect term in the Award Agreement or related grant documents.


 






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14.
Clawback/Recovery. The Administrator may specify
in an Award Agreement that the Participant’s rights, payments, and/or benefits with respect to an Award will be subject to reduction,
cancellation, forfeiture, and/or recoupment upon the occurrence of certain specified events, in addition to any applicable vesting, performance
or other conditions and restrictions of an Award. Notwithstanding any provisions to the contrary under this Plan, an Award granted under
the Plan shall be subject to the Company’s clawback policy to the extent such policy is adopted pursuant to, and consistent with
the requirements of, Applicable Laws. The Administrator may require a Participant to forfeit or return to and/or reimburse the Company
for all or a portion of the Award and/or Shares issued under the Award, any amounts paid under, or benefits provided pursuant to, the
Award, and any payments or proceeds paid or provided upon disposition of the Shares issued under the Award, pursuant to the terms of
such Company clawback policy or as necessary or appropriate to comply with Applicable Laws.


 


15.
Term of Plan. Subject to Section 19 of the
Plan, the Plan will become effective as of the Effective Date. The Plan will continue in effect for a term of ten (10) years measured
from the earlier of the date the Board approves this Plan or the approval of this Plan by the Company’s stockholders, unless terminated
earlier under Section 16 of the Plan.


 


16.
Amendment and Termination of the Plan.


 


(a)
Amendment and Termination. The Administrator may at any time amend, alter, suspend or terminate the Plan, subject to Section 16(b)
and (c).


 


(b)
Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable
to comply with Applicable Laws.


 


(c)
Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will materially impair the
rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in
writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise
the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.


 


17.
Conditions Upon Issuance of Shares.


 


(a)
Legal Compliance. Shares will not be issued pursuant to the vesting, settlement or payment (as applicable) of an Award unless
the vesting, settlement or payment of such Award and the issuance and delivery of such Shares or cash will comply with Applicable Laws
as determined by the Company in good faith.


 


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


 


18.
Inability to Obtain Authority. The inability
of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel
to be necessary to the lawful issuance and sale of any Shares, or payment of cash, hereunder, will relieve the Company of any liability
in respect of the failure to issue or sell such Shares, or pay such cash, as to which such requisite authority will not have been obtained.


 


19.
Stockholder Approval. The Plan will be subject
to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such stockholder
approval will be obtained in the manner and to the degree required under Applicable Laws.


 


20.
Governing Law. The Plan and all Awards hereunder
shall be construed in accordance with and governed by the laws of the State of Delaware, but without regard to its conflict of law provisions.


 


 


o   O   o


 


 


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