Exhibit 10.8


 


SOVOS BRANDS, INC.


 


2021 EQUITY INCENTIVE PLAN


 


1.             Purpose.


 


The purpose of the Sovos Brands, Inc. 2021
Equity Incentive Plan is to further align the interests of eligible participants with those of the Company’s stockholders by providing
incentive compensation opportunities tied to the performance of the Company and its Common Stock. The Plan is intended to advance the
interests of the Company and increase stockholder value by attracting, retaining and motivating personnel upon whose judgment, initiative
and effort the successful conduct of the Company’s business is dependent.


 


2.             Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth below:


 


“Affiliate” means
any Person directly or indirectly controlling, controlled by, or under common control with such other Person.


 


“Award” means an award of a Stock
Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit, or Stock-Based Award granted under the Plan.


 


“Award Agreement” means a notice
or an agreement entered into between the Company and a Participant setting forth the terms and conditions of an Award granted to a Participant
as provided in Section 15.2 hereof.


 


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


 


“Cause”
has the meaning set forth in Section 13.2 hereof.


 


“Change
in Control” has the meaning set forth in Section 11.4 hereof.


 


“Code” means the Internal Revenue
Code of 1986, as amended.


 


“Committee” means (i) the
Compensation Committee of the Board, (ii) such other committee of no fewer than two members of the Board who are appointed by the
Board to administer the Plan or (iii) the Board, as determined by the Board.


 


“Common Stock” means the Company’s
common stock, par value $0.001 per share.


 


“Company” means Sovos Brands, Inc.,
a Delaware corporation or any successor thereto.


 


“Date of Grant” means the date
on which an Award under the Plan is granted by the Committee or such later date as the Committee may specify to be the effective date
of an Award.


 






     


     


    

 


“Disability”
means, unless otherwise defined in an Award Agreement, a disability described in Treasury Regulations Section
1.409A-3(i)(4)(i)(A). A Disability shall be deemed to occur at the time of the determination by the Committee of the Disability.


 


“Effective Date” means the day
immediately prior to the date on which the Company’s registration statement on Form S-1 in connection with its initial public
offering of Common Stock is declared effective by the Securities and Exchange Commission under the Securities Act, subject to approval
of the Plan by the stockholders of the Company.


 


“Eligible Person” means any Person
who is an officer, employee, Non-Employee Director, or any natural person who is a consultant or other personal service provider of the
Company or any of its Subsidiaries.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.


 


“Fair Market Value” means, as
applied to a specific date, the price of a share of Common Stock that is based on the opening, closing, actual, high, low or average selling
prices of a share of Common Stock reported on any established stock exchange or national market system including without limitation the
National Market System of the National Association of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”)
on the applicable date, the preceding trading day, the next succeeding trading day, or an average of trading days, as determined by the
Committee in its discretion. Unless the Committee determines otherwise or unless otherwise specified in an Award Agreement, Fair Market
Value shall be deemed to be equal to the closing price of a share of Common Stock on the date as of which Fair Market Value is to be determined,
or if shares of Common Stock are not publicly traded on such date, as of the most recent date on which shares of Common Stock were publicly
traded. Notwithstanding the foregoing, if the Common Stock is not traded on any established stock exchange or national market system,
the Fair Market Value means the price of a share of Common Stock as established by the Committee; provided that if the calculation of
Fair Market Value is for purposes of setting an exercise or base price of a Stock Option or a Stock Appreciation Right, then such calculations
shall be based on a reasonable valuation method that is consistent with the requirements of Section 409A of the Code and the regulations
thereunder.


 


“Incentive Stock Option” means
a Stock Option granted under Section 6 hereof that is intended to meet the requirements of Section 422 of the Code and the regulations
thereunder.


 


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


 


“Nonqualified Stock Option” means
a Stock Option granted under Section 6 hereof that is not an Incentive Stock Option.


 


“Participant” means any Eligible
Person who holds an outstanding Award under the Plan.


 






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“Person” means an individual,
corporation, partnership, association, trust, unincorporated organization, limited liability company or other legal entity. All references
to Person shall include an individual Person or a group (as defined in Rule 13d-5 under the Exchange Act) of Persons.


 


“Plan” means the Sovos Brands, Inc.
2021 Equity Incentive Plan as set forth herein, effective as of the Effective Date and as may be amended from time to time, as provided
herein, and includes any sub-plan or appendix that may be created and approved by the Board to allow Eligible Persons of Subsidiaries
to participate in the Plan.


 


“Restricted Stock Award” means
a grant of shares of Common Stock to an Eligible Person under Section 8 hereof that are issued subject to such vesting and transfer
restrictions as the Committee shall determine, and such other conditions, as are set forth in the Plan and the applicable Award Agreement.


 


“Restricted Stock Unit” means
a contractual right granted to an Eligible Person under Section 9 hereof representing notional unit interests equal in value to a
share of Common Stock to be paid or distributed at such times, and subject to such conditions, as set forth in the Plan and the applicable
Award Agreement.


 


“Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.


 


“Service” means a Participant’s
employment with the Company or any Subsidiary or a Participant’s service as a Non-Employee Director, consultant or other service
provider with the Company or any Subsidiary, as applicable.


 


“Stock Appreciation Right” means
a contractual right granted to an Eligible Person under Section 7 hereof entitling such Eligible Person to receive a payment, representing
the excess of the Fair Market Value of a share of Common Stock over the base price per share of the right, at such time, and subject to
such conditions, as are set forth in the Plan and the applicable Award Agreement.


 


“Stock-Based Award” means a grant
of shares of Common Stock or any award that is valued by reference to shares of Common Stock to an Eligible Person under Section 10
hereof.


 


“Stock Option” means a contractual
right granted to an Eligible Person under Section 6 hereof to purchase shares of Common Stock at such time and price, and subject
to such conditions, as are set forth in the Plan and the applicable Award Agreement.


 


“Subsidiary” means an entity (whether
or not a corporation) that is wholly or majority owned or controlled, directly or indirectly, by the Company or any other Affiliate of
the Company that is so designated, from time to time, by the Committee, during the period of such Affiliated status; provided,
however, that with respect to Incentive Stock Options, the term “Subsidiary” shall include only an entity that qualifies
under Section 424(f) of the Code as a “subsidiary corporation” with respect to the Company.


 


“Treasury Regulations” means regulations
promulgated by the United States Treasury Department.


 






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3.             Administration.


 


3.1           Committee
Members. The Plan shall be administered by the Committee. To the extent deemed necessary by the Board, each Committee member shall
satisfy the requirements for (i) an “independent director” under rules adopted by NASDAQ or other principal exchange
on which the Common Stock is then listed and (ii) a “non-employee director” within the meaning of Rule 16b-3 under
the Exchange Act. Notwithstanding the foregoing, the mere fact that a Committee member shall fail to qualify under any of the foregoing
requirements shall not invalidate any Award made by the Committee which Award is otherwise validly made under the Plan. The Board may
exercise all powers of the Committee hereunder and may directly administer the Plan. Neither the Company nor any member of the Board or
Committee shall be liable for any action or determination made in good faith by the Board or Committee with respect to the Plan or any
Award thereunder.


 


3.2           Committee
Authority. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its
operation, including, but not limited to, the power to (i) determine the Eligible Persons to whom Awards shall be granted under
the Plan, (ii) prescribe the restrictions, terms and conditions of all Awards, (iii) interpret the Plan and terms of the Awards,
(iv) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and interpret,
amend or revoke any such rules, (v) make all determinations with respect to a Participant’s Service and the termination of
such Service for purposes of any Award, (vi) correct any defect(s) or omission(s) or reconcile any ambiguity(ies) or inconsistency(ies)
in the Plan or any Award thereunder, (vii) make all determinations it deems advisable for the administration of the Plan, (viii) decide
all disputes arising in connection with the Plan and to otherwise supervise the administration of the Plan, (ix) subject to the
terms of the Plan, amend the terms of an Award in any manner that is not inconsistent with the Plan, (x) accelerate the vesting
or, to the extent applicable, exercisability of any Award at any time (including, but not limited to, upon a Change in Control or upon
termination of Service of a Participant under certain circumstances (including, without limitation, upon retirement)) and (xi) adopt
such procedures, modifications or subplans as are necessary or appropriate to permit participation in the Plan by Eligible Persons who
are foreign nationals or employed outside of the United States. The Committee’s determinations under the Plan need not be uniform
and may be made by the Committee selectively among Participants and Eligible Persons, whether or not such Persons are similarly situated.
The Committee shall, in its discretion, consider such factors as it deems relevant in making its interpretations, determinations and
actions under the Plan including, without limitation, the recommendations or advice of any officer or employee of the Company or board
of directors of a Subsidiary or such attorneys, consultants, accountants or other advisors as it may select. All interpretations, determinations,
and actions by the Committee shall be final, conclusive, and binding upon all parties.


 






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3.3           Delegation
of Authority. The Committee shall have the right, from time to time, to delegate in writing to one or more officers of the Company
the authority of the Committee to grant and determine the terms and conditions of Awards granted under the Plan, subject to the requirements
of Section 157(c) of the Delaware General Corporation Law (or any successor provision) or such other limitations as the Committee
shall determine. In no event shall any such delegation of authority be permitted with respect to Awards granted to any member of the
Board or to any Eligible Person who is subject to Rule 16b-3 under the Exchange Act. The Committee shall also be permitted to delegate,
to any appropriate officer or employee of the Company, responsibility for performing certain ministerial functions under the Plan. In
the event that the Committee’s authority is delegated to officers or employees in accordance with the foregoing, all provisions
of the Plan relating to the Committee shall be interpreted in a manner consistent with the foregoing by treating any such reference as
a reference to such officer or employee for such purpose. Any action undertaken in accordance with the Committee’s delegation of
authority hereunder shall have the same force and effect as if such action was undertaken directly by the Committee and shall be deemed
for all purposes of the Plan to have been taken by the Committee.


 






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4.             Shares
Subject to the Plan.


 


4.1           Number
of Shares Reserved.  Subject to adjustment as provided in Section 4.2 and Section 4.4 hereof, the total number of
shares of Common Stock that are available for issuance under the Plan (the “Share Reserve”) shall equal. Within the
Share Reserve, the total number of shares of Common Stock available for issuance as Incentive Stock Options shall equal.
Each share of Common Stock subject to an Award shall reduce the Share Reserve by one share. Any shares of Common Stock delivered under
the Plan shall consist of authorized and unissued shares or treasury shares.


 


4.2           Share
Replenishment. Following the Effective Date, to the extent that an Award granted under this Plan is canceled, expired, forfeited
or surrendered without consideration or otherwise terminated without delivery of the shares of Common Stock to the Participant under
the Plan, the shares of Common Stock retained by or returned to the Company will (i) not be deemed to have been delivered under
the Plan, (ii) be available for future Awards under the Plan, and (iii) increase the Share Reserve by one
share for each share that is retained by or returned to the Company. Notwithstanding the foregoing, shares of Common Stock that
are (x) withheld from any Stock Option or Stock Appreciation Right in payment of the exercise, base or purchase price or taxes relating
to such an Award, (y) not issued or delivered as a result of the net settlement of any Stock Option or any share-settled Stock Appreciation
Right, or (z) repurchased by the Company on the open market with the proceeds of a Stock Option, will be deemed to have been delivered
under the Plan and will not be available for future Awards under the Plan.


 


4.3           Awards
Granted to Non-Employee Directors. No Non-Employee Director may be granted, during any calendar year, Awards having a fair value
(determined on the date of grant) that, when added to all cash compensation paid to the Non-Employee Director in respect of the Non-Employee
Director’s service as a member of the Board for such calendar year, exceeds $500,000, provided however such limit shall be $1,500,000
for the calendar year in which the Effective Date occurs.


 






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4.4           Adjustments.
If there shall occur any change with respect to the outstanding shares of Common Stock by reason of any recapitalization, reclassification,
stock dividend, extraordinary cash dividend, stock split, reverse stock split or other distribution with respect to the shares of Common
Stock or any merger, reorganization, consolidation, combination, spin-off or other corporate event or transaction or any other change
affecting the Common Stock (other than regular cash dividends to stockholders of the Company), the Committee shall, in the manner and
to the extent it considers appropriate and equitable to the Participants and consistent with the terms of the Plan, cause an adjustment
to be made to (i) the maximum number and kind of shares of Common Stock or other securities provided in Section 4.1 hereof,
(ii) the number and kind of shares of Common Stock, units or other securities or rights subject to then outstanding Awards, (iii) the
exercise, base or purchase price for each share or unit or other security or right subject to then outstanding Awards, (iv) other
value determinations applicable to the Plan and/or outstanding Awards, and/or (v) any other terms of an Award that are affected
by the event. Notwithstanding the foregoing, (a) any such adjustments shall, to the extent necessary, be made in a manner consistent
with the requirements of Section 409A of the Code and (b) in the case of Incentive Stock Options, any such adjustments shall,
to the extent practicable, be made in a manner consistent with the requirements of Section 424(a) of the Code, unless otherwise
determined by the Committee.


 


5.             Eligibility
and Awards.


 


5.1           Designation
of Participants. Any Eligible Person may be selected by the Committee to receive an Award and become a Participant. The Committee
has the authority, in its discretion, to determine and designate from time to time those Eligible Persons who are to be granted Awards,
the types of Awards to be granted, the number of shares of Common Stock or units subject to Awards to be granted and the terms and conditions
of such Awards consistent with the terms of the Plan. In selecting Eligible Persons to be Participants, and in determining the type and
amount of Awards to be granted under the Plan, the Committee shall consider any and all factors that it deems relevant or appropriate.
Designation of a Participant in any year shall not require the Committee to designate such Person to receive an Award in any other year
or, once designated, to receive the same type or amount of Award as granted to such Participant in any other year.


 


5.2           Determination
of Awards. The Committee shall determine the terms and conditions of all Awards granted to Participants in accordance with its authority
under Section 3.2 hereof. An Award may consist of one type of right or benefit hereunder or of two or more such rights or benefits
granted in tandem.


 


5.3           Award
Agreements. Each Award granted to an Eligible Person shall be represented by an Award Agreement. The terms of the Award, as determined
by the Committee, will be set forth in the applicable Award Agreements as described in Section 15.2 hereof.


 


6.             Stock
Options.


 


6.1             Grant
of Stock Options. A Stock Option may be granted to any Eligible Person selected by the Committee, except that an Incentive Stock Option
may be granted only to an Eligible Person satisfying the conditions of Section 6.7(a) hereof. Each Stock Option shall be designated
on the Date of Grant, in the discretion of the Committee, as an Incentive Stock Option or as a Nonqualified Stock Option. All Stock Options
granted under the Plan are intended to comply with or be exempt from the requirements of Section 409A of the Code, to the extent
applicable.


 






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6.2           Exercise
Price. The exercise price per share of a Stock Option (other than a Stock Option substituted or assumed under Section 15.9)
shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the Date of Grant. The Committee
may in its discretion specify an exercise price per share that is higher than the Fair Market Value of a share of Common Stock on the
Date of Grant.


 


6.3           Vesting
of Stock Options. The Committee shall, in its discretion, prescribe in an award agreement the time or times at which or the conditions
upon which, a Stock Option or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability
of a Stock Option may be based on the continued Service of the Participant with the Company or a Subsidiary for a specified time period
(or periods), on the attainment of a specified performance goal(s) and/or on such other terms and conditions as approved by the
Committee in its discretion. If the vesting requirements of a Stock Option are not satisfied, the Award shall be forfeited.


 


6.4           Term
of Stock Options. The Committee shall in its discretion prescribe in an Award Agreement the period during which a vested Stock Option
may be exercised; provided, however, that the maximum term of a Stock Option shall be ten (10) years from the Date
of Grant. The Committee may provide that a Stock Option will cease to be exercisable upon or at the end of a specified time period following
a termination of Service for any reason as set forth in the Award Agreement or otherwise. A Stock Option may be earlier terminated as
specified by the Committee and set forth in an Award Agreement upon or following the termination of a Participant’s Service with
the Company or any Subsidiary, including by reason of voluntary resignation, death, Disability, termination for Cause or any other reason.
Subject to compliance with Section 409A of the Code and the provisions of this Section 6, the Committee may extend at any time
the period in which a Stock Option may be exercised, but not beyond ten (10) years from the Date of Grant.


 


6.5           Stock
Option Exercise; Tax Withholding. Subject to such terms and conditions as specified in an Award Agreement (including applicable vesting
requirements), a Stock Option may be exercised in whole or in part at any time during the term thereof by notice in the form required
by the Company, together with payment of the aggregate exercise price and applicable withholding tax. Payment of the exercise price may
be made: (i) in cash or by cash equivalent acceptable to the Committee, or, (ii) to the extent permitted by the Committee in
its sole discretion in an Award Agreement or otherwise (A) in shares of Common Stock valued at the Fair Market Value of such shares
on the date of exercise, (B) through an open-market, broker-assisted sales transaction pursuant to which the Company is promptly
delivered the amount of proceeds necessary to satisfy the exercise price, (C) by reducing the number of shares of Common Stock otherwise
deliverable upon the exercise of the Stock Option by the number of shares of Common Stock having a Fair Market Value on the date of exercise
equal to the exercise price, (D) by a combination of the methods described above or (E) by such other method as may be approved
by the Committee. In accordance with Section 15.10 hereof, and in addition to and at the time of payment of the exercise price,
the Participant shall pay to the Company the full amount of any and all applicable income tax, employment tax and other amounts required
to be withheld in connection with such exercise, payable under such of the methods described above for the payment of the exercise price
as may be approved by the Committee and set forth in the Award Agreement.


 






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6.6           Limited
Transferability of Nonqualified Stock Options. All Stock Options shall be nontransferable except (i) upon the Participant's death,
in accordance with Section 15.3 hereof or (ii) in the case of Nonqualified Stock Options only, for the transfer of all or part
of the Stock Option to a Participant’s “family member” (as defined for purposes of the Form S-8 registration statement
under the Securities Act), or as otherwise permitted by the Committee to the extent also permitted by the general instructions of the
Form S-8 registration statement, as may be amended from time to time, in each case as may be approved by the Committee in its discretion
at the time of proposed transfer; provided, in each case, that any permitted transfer shall be for no consideration. The transfer of a
Nonqualified Stock Option may be subject to such terms and conditions as the Committee may in its discretion impose from time to time.
Subsequent transfers of a Nonqualified Stock Option shall be prohibited other than in accordance with Section 15.3 hereof.


 


6.7           Additional
Rules for Incentive Stock Options.


 


(a)           Eligibility.
An Incentive Stock Option may be granted only to an Eligible Person who is considered an employee for purposes of Treasury Regulation
Section 1.421-1(h) with respect to the Company or any Subsidiary that qualifies as a “subsidiary corporation” with
respect to the Company for purposes of Section 424(f) of the Code.


 


(b)           Annual
Limits. No Incentive Stock Option shall be granted to a Participant as a result of which the aggregate Fair Market Value (determined
as of the Date of Grant) of the Common Stock with respect to which incentive stock options under Section 422 of the Code are exercisable
for the first time in any calendar year under the Plan and any other stock option plans of the Company or any Subsidiary or parent corporation,
would exceed $100,000, determined in accordance with Section 422(d) of the Code. This limitation shall be applied by taking
Stock Options into account in the order in which granted. Any Stock Option grant that exceeds such limit shall be treated as a Nonqualified
Stock Option.


 


(c)           Additional
Limitations. In the case of any Incentive Stock Option granted to an Eligible Person who owns, either directly or indirectly (taking
into account the attribution rules contained in Section 424(d) of the Code), stock possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company or any Subsidiary, the exercise price shall not be less than
one hundred ten percent (110%) of the Fair Market Value of a share of Common Stock on the Date of Grant and the maximum term shall be
five (5) years.


 


(d)            Termination
of Service. An Award of an Incentive Stock Option may provide that such Stock Option may be exercised not later than (i) three
(3) months following termination of Service of the Participant with the Company and all Subsidiaries (other than as set forth in
clause (ii) of this Section 6.7(d)) or (ii) one year following termination of Service of the Participant with the Company
and all Subsidiaries due to death or permanent and total disability within the meaning of Section 22(e)(3) of the Code, in
each case as and to the extent determined by the Committee to comply with the requirements of Section 422 of the Code.


 






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(e)           Other
Terms and Conditions; Nontransferability. Any Incentive Stock Option granted hereunder shall contain such additional terms and conditions,
not inconsistent with the terms of the Plan, as are deemed necessary or desirable by the Committee, which terms, together with the terms
of the Plan, shall be intended and interpreted to cause such Incentive Stock Option to qualify as an “incentive stock option”
under Section 422 of the Code. A Stock Option that is granted as an Incentive Stock Option shall, to the extent it fails to qualify
as an “incentive stock option” under the Code, be treated as a Nonqualified Stock Option. An Incentive Stock Option shall
by its terms be nontransferable other than by will or by the laws of descent and distribution, and shall be exercisable during the lifetime
of a Participant only by such Participant.


  


(f)            Disqualifying
Dispositions. If shares of Common Stock acquired by exercise of an Incentive Stock Option are disposed of within two years following
the Date of Grant or one year following the transfer of such shares to the Participant upon exercise, the Participant shall, promptly
following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information
regarding the disposition as the Company may reasonably require.


 


6.8           Repricing
Prohibited. Subject to the adjustment provisions contained in Section 4.4 hereof and other than in connection with a Change
in Control, without the prior approval of the Company’s stockholders, neither the Committee nor the Board shall cancel a Stock
Option when the exercise price per share exceeds the Fair Market Value of one share of Common Stock in exchange for cash or another Award
or cause the cancellation, substitution or amendment of a Stock Option that would have the effect of reducing the exercise price of such
a Stock Option previously granted under the Plan or otherwise approve any modification to such a Stock Option, that would be treated
as a “repricing” under the then applicable rules, regulations or listing requirements adopted by NASDAQ or other principal
exchange on which the Common Stock is then listed.


 


6.9           No
Rights as Stockholder. The Participant shall not have any rights as a stockholder with respect to the shares underlying a Stock Option
until such time as shares or Common Stock are delivered to the Participant pursuant to the terms of the Award Agreement.


 


7.             Stock
Appreciation Rights.


 


7.1           Grant
of Stock Appreciation Rights. Stock Appreciation Rights may be granted to any Eligible Person selected by the Committee. Stock Appreciation
Rights may be granted on a basis that allows for the exercise of the right by the Participant, or that provides for the automatic exercise
or payment of the right upon a specified date or event. Stock Appreciation Rights shall be non-transferable, except as provided in Section 15.3
hereof. All Stock Appreciation Rights granted under the Plan are intended to comply with or otherwise be exempt from the requirements
of Section 409A of the Code, to the extent applicable.


 






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7.2           Terms
of Stock Appreciation Rights. The Committee shall in its discretion provide in an Award Agreement the time or times at which or the
conditions upon which, a Stock Appreciation Right or portion thereof shall become vested and/or exercisable. The requirements for vesting
and exercisability of a Stock Appreciation Right may be based on the continued Service of a Participant with the Company or a Subsidiary
for a specified time period (or periods), on the attainment of a specified performance goal(s) and/or on such other terms and conditions
as approved by the Committee in its discretion. If the vesting requirements of a Stock Appreciation Right are not satisfied, the Award
shall be forfeited. A Stock Appreciation Right will be exercisable or payable at such time or times as determined by the Committee; provided,
however, that the maximum term of a Stock Appreciation Right shall be ten (10) years from the Date of Grant. Subject to compliance
with Section 409A of the Code and the provisions of this Section 7.2, the Committee may extend at any time the period in which
a Stock Appreciation Right may be exercised, but not beyond ten (10) years from the Date of Grant. The Committee may provide that
a Stock Appreciation Right will cease to be exercisable upon or at the end of a period following a termination of Service for any reason.
The base price of a Stock Appreciation Right shall be determined by the Committee in its discretion; provided, however,
that the base price per share shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on
the Date of Grant (other than with respect to a Stock Appreciation Right substituted or assumed under Section 15.9). 


 


7.3           Payment
of Stock Appreciation Rights. A Stock Appreciation Right will entitle the holder, upon exercise or other payment of the Stock Appreciation
Right, as applicable, to receive an amount determined by multiplying: (i) the excess of the Fair Market Value of a share of Common
Stock on the date of exercise or payment of the Stock Appreciation Right over the base price of such Stock Appreciation Right, by (ii) the
number of shares as to which such Stock Appreciation Right is exercised or paid. Payment of the amount determined under the foregoing
may be made, as approved by the Committee and set forth in the Award Agreement, in shares of Common Stock valued at their Fair Market
Value on the date of exercise or payment, in cash or in a combination of shares of Common Stock and cash, subject to applicable tax withholding
requirements.


 


7.4           Repricing
Prohibited. Subject to the adjustment provisions contained in Section 4.4 hereof and other than in connection with a Change
in Control, without the prior approval of the Company’s stockholders, neither the Committee nor the Board shall cancel a Stock
Appreciation Right when the base price per share exceeds the Fair Market Value of one share of Common Stock in exchange for cash or another
Award or cause the cancellation, substitution or amendment of a Stock Appreciation Right that would have the effect of reducing the base
price of such a Stock Appreciation Right previously granted under the Plan or otherwise approve any modification to such Stock Appreciation
Right that would be treated as a “repricing” under the then applicable rules, regulations or listing requirements adopted
by NASDAQ or other principal exchange on which the Common Stock is then listed.


 


7.5           No
Rights as Stockholder. The Participant shall not have any rights as a stockholder with respect to the shares underlying a Stock Appreciation
Right unless and until such time as shares or Common Stock are delivered to the Participant pursuant to the terms of the Award Agreement.


 


8.             Restricted
Stock Awards.


 


8.1           Grant
of Restricted Stock Awards. A Restricted Stock Award may be granted to any Eligible Person selected by the Committee. The Committee
may require the payment by the Participant of a specified purchase price in connection with any Restricted Stock Award.


 






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8.2           Vesting
Requirements. The restrictions imposed on shares granted under a Restricted Stock Award shall lapse in accordance with the vesting
requirements specified by the Committee in the Award Agreement. The requirements for vesting of a Restricted Stock Award may be based
on the continued Service of the Participant with the Company or a Subsidiary for a specified time period (or periods), on the attainment
of a specified performance goal(s) and/or on such other terms and conditions as approved by the Committee in its discretion. If
the vesting requirements of a Restricted Stock Award are not satisfied, the Award shall be forfeited and the shares of Common Stock subject
to the Award shall be returned to the Company.


 


8.3           Transfer
Restrictions. Shares granted under any Restricted Stock Award may not be transferred, assigned or subject to any encumbrance, pledge
or charge until all applicable restrictions are removed or have expired, except as provided in Section 15.3 hereof. Failure to satisfy
any applicable restrictions shall result in the subject shares of the Restricted Stock Award being forfeited and returned to the Company.
The Committee may require in an Award Agreement that certificates (if any) representing the shares granted under a Restricted Stock Award
bear a legend making appropriate reference to the restrictions imposed, and that certificates (if any) representing the shares granted
or sold under a Restricted Stock Award will remain in the physical custody of an escrow holder until all restrictions are removed or
have expired.


 


8.4           Rights
as Stockholder. Subject to the foregoing provisions of this Section 8 and the applicable Award Agreement, the Participant shall
have all rights of a stockholder with respect to the shares granted to the Participant under a Restricted Stock Award, including the
right to vote the shares and receive all dividends and other distributions paid or made with respect thereto, unless the Committee determines
otherwise at the time the Restricted Stock Award is granted. The Committee shall determine and set forth in a Participant’s Award
Agreement whether or not a Participant holding a Restricted Stock Award granted hereunder shall have the right to exercise voting rights
with respect to the period during which the Restricted Stock Award is subject to forfeiture (the “Restriction Period”),
and have the right to receive dividends on the Restricted Stock Award during the Restriction Period (and, if so, on what terms), provided
that if a Participant has the right to receive dividends paid with respect to the Restricted Stock Award, such dividends shall be subject
to the same vesting terms as the related Restricted Stock Award.


 


8.5           Section 83(b) Election.
If a Participant makes an election pursuant to Section 83(b) of the Code with respect to a Restricted Stock Award, the Participant
shall file, within thirty (30) days following the Date of Grant, a copy of such election with the Company and with the Internal Revenue
Service, in accordance with the regulations under Section 83 of the Code. The Committee may provide in an Award Agreement that the
Restricted Stock Award is conditioned upon the Participant’s making or refraining from making an election with respect to the Award
under Section 83(b) of the Code.


 


9.             Restricted
Stock Units.


 


9.1           Grant
of Restricted Stock Units. A Restricted Stock Unit may be granted to any Eligible Person selected by the Committee. The value of
each Restricted Stock Unit is equal to the Fair Market Value of a share of Common Stock on the applicable date or time period of determination,
as specified by the Committee. Restricted Stock Units shall be subject to such restrictions and conditions as the Committee shall determine.
Restricted Stock Units shall be non-transferable, except as provided in Section 15.3 hereof.


 






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9.2           Vesting
of Restricted Stock Units. The Committee shall, in its discretion, determine any vesting requirements with respect to Restricted
Stock Units, which shall be set forth in the Award Agreement. The requirements for vesting of a Restricted Stock Unit may be based on
the continued Service of the Participant with the Company or a Subsidiary for a specified time period (or periods), on the attainment
of a specified performance goal(s) and/or on such other terms and conditions as approved by the Committee in its discretion. If
the vesting requirements of a Restricted Stock Unit Award are not satisfied, the Award shall be forfeited.


 


9.3           Payment
of Restricted Stock Units. Restricted Stock Units shall become payable to a Participant at the time or times determined by the Committee
and set forth in the Award Agreement, which may be upon or following the vesting of the Award. Payment of a Restricted Stock Unit may
be made, as approved by the Committee and set forth in the Award Agreement, in cash or in shares of Common Stock or in a combination
thereof, subject to applicable tax withholding requirements. Any cash payment of a Restricted Stock Unit shall be made based upon the
Fair Market Value of a share of Common Stock, determined on such date or over such time period as determined by the Committee.


 


9.4           Dividend
Equivalent Rights. Dividends shall not be paid with respect to Restricted Stock Units. Dividend equivalent rights may be granted
with respect to the Shares subject to Restricted Stock Units to the extent permitted by the Committee and set forth in the applicable
Award Agreement; provided that any dividend equivalent rights granted shall be subject to the same vesting terms as the related Restricted
Stock Units.


 


9.5           No
Rights as Stockholder. The Participant shall not have any rights as a stockholder with respect to the shares subject to a Restricted
Stock Unit until such time as shares of Common Stock are delivered to the Participant pursuant to the terms of the Award Agreement.


 


10.           Stock-Based
Awards.


 


10.1         Grant
of Stock-Based Awards. A Stock-Based Award may be granted to any Eligible Person selected by the Committee. A Stock-Based Award may
be granted for past Services, in lieu of bonus or other cash compensation, as directors’ compensation or for any other valid purpose
as determined by the Committee. The Committee shall determine the terms and conditions of such Awards, and such Awards may be made without
vesting requirements. In addition, the Committee may, in connection with any Stock-Based Award, require the payment of a specified purchase
price.


 


10.2         Rights
as Stockholder. Subject to the foregoing provisions of this Section 10 and the applicable Award Agreement, upon the issuance
of shares of Common Stock under a Stock-Based Award the Participant shall have all rights of a stockholder with respect to the shares
of Common Stock, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto.
If a Participant has the right to receive dividends paid with respect to the Stock-Based Award, such dividends shall be subject to the
same vesting terms as the related Stock-Based Award, if applicable.


 






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11.           Change
in Control.


 


11.1        Effect
on Awards. Upon the occurrence of a Change in Control, all outstanding Awards shall either (a) be continued or assumed by the
Company (if it is the surviving company or corporation) or by the surviving company or corporation or its parent (with such continuation
or assumption including conversion into the right to receive securities, cash or a combination of both), or (b) substituted by the
surviving company or corporation or its parent of awards (with such substitution including conversion into the right to receive securities,
cash or a combination of both), with substantially similar terms for outstanding Awards (with appropriate adjustments to the type of
consideration payable upon settlement of the Awards or other relevant factors, and with any applicable performance conditions adjusted
pursuant to Section 12 or deemed achieved (i) for any completed performance period, based on actual performance, or (ii) for
any partial or future performance period, at the greater of the target level or actual performance, in each case as determined by the
Committee (with the Award remaining subject only to time vesting), unless otherwise provided in an Award Agreement).


 


11.2         Certain
Adjustments. To the extent that outstanding Awards are not continued, assumed or substituted pursuant to Section 11.1 upon or
following a Change in Control, the Committee is authorized (but not obligated) to make adjustments in the terms and conditions of outstanding
Awards, including without limitation the following (or any combination thereof):


 


(a)           acceleration
of exercisability, vesting and/or payment of outstanding Awards immediately prior to the occurrence of such event or upon or following
such event;


 


(b)           upon
written notice, providing that any outstanding Stock Options and Stock Appreciation Rights are exercisable during a period of time immediately
prior to the scheduled consummation of the event or such other period as determined by the Committee (contingent upon the consummation
of the event), and at the end of such period, such Stock Options and Stock Appreciation Rights shall terminate to the extent not so exercised
within the relevant period; and


 


(c)           cancellation
of all or any portion of outstanding Awards for fair value (in the form of cash, Common Stock, other property or any combination thereof)
as determined in the sole discretion of the Committee; provided, however, that, in the case of Stock Options and Stock
Appreciation Rights or similar Awards, the fair value may equal the excess, if any, of the value or amount of the consideration to be
paid in the Change in Control transaction to holders of shares of Common Stock (or, if no such consideration is paid, Fair Market Value
of the shares of Common Stock) over the aggregate exercise or base price, as applicable, with respect to such Awards or portion thereof
being canceled, or if there is no such excess, zero; provided, further, that if any payments or other consideration are
deferred and/or contingent as a result of escrows, earn outs, holdbacks or any other contingencies, payments under this provision may
be made on substantially the same terms and conditions applicable to, and only to the extent actually paid to, the holders of Common
Shares in connection with the Change in Control.


 






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11.3         Certain
Terminations of Service. Notwithstanding the provisions of Section 11.1, if a Participant’s Service with the Company and
its Subsidiaries is terminated upon or within twenty four (24) months following a Change in Control by the Company without Cause or upon
such other circumstances as determined by the Committee, the unvested portion (if any) of all outstanding Awards held by the Participant
shall immediately vest (and, to the extent applicable, become exercisable) and be paid in full upon such termination, with any applicable
performance conditions deemed achieved (i) for any completed performance period, based on actual performance, or (ii) for any
partial or future performance period, at the greater of the target level or actual performance, in each case as determined by the Committee,
unless otherwise provided in an Award Agreement.


 


11.4         Definition
of Change in Control. Unless otherwise defined in an Award Agreement or other written agreement approved by the Committee, “Change
in Control” means, and shall occur, if:


 


(a)           any
Person (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or
any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership
of shares of Common Stock), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding
securities;


 


(b)           during
any period of two consecutive years (the “Board Measurement Period”) individuals who at the beginning of such period
constitute the Board and any new director (other than a director designated by a Person who has entered into an agreement with the Company
to effect a transaction described in paragraph (a), (c), or (d) of this section, or a director initially elected or nominated 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) whose election by the Board or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning
of the Board Measurement Period or whose election or nomination for election was previously so approved, cease for any reason to constitute
at least a majority of the Board;


 


(c)           a
merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than those covered by the
exceptions in (i) above) acquires more than 50% of the combined voting power of the Company’s then outstanding securities
shall not constitute a Change in Control of the Company; or


 






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(d)           the
stockholders of the Company approve the consummation of the sale or disposition by the Company of all or substantially all of the Company’s
assets other than (i) the sale or disposition of all or substantially all of the assets of the Company to a Person or Persons who
beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities of the Company
at the time of the sale or (ii) pursuant to a spinoff type transaction, directly or indirectly, of such assets to the stockholders
of the Company.


  


Notwithstanding the foregoing, to the extent necessary to comply with
Section 409A of the Code with respect to the payment of “nonqualified deferred compensation,” “Change in Control”
shall be limited to a “change in control event” as defined under Section 409A of the Code.


 


12.           Performance
Goals; Adjustment. The Committee may provide for the performance goals to which an Award is subject, or the manner in which performance
will be measured against such performance goals, to be adjusted in such manner as it deems appropriate, including, without limitation,
adjustments to reflect charges for restructurings, non-operating income, the impact of corporate transactions or discontinued operations,
events that are unusual in nature or infrequent in occurrence and other non-recurring items, currency fluctuations, litigation or claim
judgements, settlements, and the effects of accounting or tax law changes. In addition, with respect to a Participant hired or promoted
following the beginning of a performance period, the Committee may determine to prorate the performance goals in respect of such Participant’s
Awards for the partial performance period.


 


13.           Forfeiture
Events.


 


13.1         General.
The Committee may specify in an Award Agreement at the time of the Award that the Participant’s rights, payments and benefits with
respect to an Award are subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events,
in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, without limitation, termination
of Service for Cause, violation of laws, regulations or material Company policies, breach of noncompetition, non-solicitation, confidentiality
or other restrictive covenants that may apply to the Participant, application of a Company clawback policy relating to financial restatement,
or other conduct by the Participant that is detrimental to the business or reputation of the Company.


 


13.2         Termination
for Cause.


 


(a)           Treatment
of Awards. Unless otherwise provided by the Committee and set forth in an Award Agreement, if (i) a Participant’s Service
with the Company or any Subsidiary shall be terminated for Cause or (ii) after termination of Service for any other reason, the
Committee determines in its discretion either that, (1) during the Participant’s period of Service, the Participant engaged
in an act or omission which would have warranted termination of Service for Cause or (2) after termination, the Participant engages
in conduct that violates any continuing obligation or duty of the Participant in respect of the Company or any Subsidiary, such Participant’s
rights, payments and benefits with respect to an Award shall be subject to cancellation, forfeiture and/or recoupment, as provided in
Section 13.3 below. The Company shall have the power to determine whether the Participant has been terminated for Cause, the date
upon which such termination for Cause occurs, whether the Participant engaged in an act or omission which would have warranted termination
of Service for Cause or engaged in conduct that violated any continuing obligation or duty of the Participant in respect of the Company
or any Subsidiary. Any such determination shall be final, conclusive and binding upon all Persons. In addition, if the Company shall
reasonably determine that a Participant has committed or may have committed any act which could constitute the basis for a termination
of such Participant’s Service for Cause or violates any continuing obligation or duty of the Participant in respect of the Company
or any Subsidiary, the Company may suspend the Participant’s rights to exercise any Stock Option or Stock Appreciation Right, receive
any payment or vest in any right with respect to any Award pending a determination by the Company of whether an act or omission could
constitute the basis for a termination for Cause as provided in this Section 13.2.


 






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(b)           Definition
of Cause. “Cause” means with respect to a Participant’s termination of Service, the following: (a) 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 and the Participant (or where there is such an agreement but it does not define “cause” (or words
of like import, which shall include but not be limited to “gross misconduct”)), termination due to a Participant’s
(1) failure to substantially perform Participant’s duties or obey lawful directives that continues after receipt of written
notice from the Company and a ten (10)-day opportunity to cure; (2) gross misconduct or gross negligence in the performance of Participant’s
duties; (3) fraud, embezzlement, theft, or any other act of material dishonesty or misconduct; (4) conviction of, indictment
for, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude; (5) (x) material breach or violation
of any agreement with the Company or its Affiliates, including any restrictive covenant agreement applicable to Participant, or (y) significant
violation of the code of conduct or similar written policy, including, without limitation, any sexual harassment policy, of the Company
or its Affiliates; or (6) other conduct, acts or omissions that, in the good faith judgment of the Company, are likely to significantly
injure the reputation, business or a business relationship of the Company or any of its Affiliates; or (b) 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 that defines “cause” (or words of like import, which shall include but not be limited to “gross
misconduct”), “cause” as defined under such agreement. With respect to a termination of Service for a non-employee
director, Cause means an act or failure to act that constitutes cause for removal of a director under applicable Delaware law. Any voluntary
termination of Service by the Participant in anticipation of an involuntary termination of the Participant’s Service for Cause
shall be deemed to be a termination for Cause.


 






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13.3         Right
of Recapture.


 


(a)           General.
Unless otherwise provided by the Committee and set forth in an Award Agreement, if at any time within one (1) year (or such longer time specified in an Award Agreement or other agreement with a Participant or
policy applicable to the Participant) after the date on which a Participant exercises a Stock Option or Stock Appreciation Right or on
which a Stock-Based Award, Restricted Stock Award or Restricted Stock Unit vests, is settled in shares or otherwise becomes payable, or
on which income otherwise is realized or property is received by a Participant in connection with an Award, (i) a Participant’s
Service is terminated for Cause, (ii) the Committee determines in its discretion that the Participant is subject to any recoupment
of benefits pursuant to the Company’s compensation recovery, “clawback” or similar policy, as may be in effect from
time to time, or (iii) after a Participant’s Service terminates for any other reason, the Committee determines in its discretion
either that, (1) during the Participant’s period of Service, the Participant engaged in an act or omission which would have
warranted termination of the Participant’s Service for Cause or (2) after a Participant’s termination of Service, the
Participant engaged in conduct that violated any continuing obligation or duty of the Participant in respect of the Company or any Subsidiary,
then, at the sole discretion of the Committee, any gain realized by the Participant from the exercise, vesting, payment, settlement or
other realization of income or receipt of property by the Participant in connection with an Award, shall be repaid by the Participant
to the Company upon notice from the Company, subject to applicable law. Such gain shall be determined as of the date or dates on which
the gain is realized by the Participant, without regard to any subsequent change in the Fair Market Value of a share of Common Stock.
To the extent not otherwise prohibited by law, the Company shall have the right to offset the amount of such repayment obligation against
any amounts otherwise owed to the Participant by the Company (whether as wages, vacation pay or pursuant to any benefit plan or other
compensatory arrangement).


 


(b)           Accounting
Restatement. If a Participant receives compensation pursuant to an Award under the Plan based on financial statements that are subsequently
restated in a way that would decrease the value of such compensation, the Participant will, to the extent not otherwise prohibited by
law, upon the written request of the Company, forfeit and repay to the Company the difference between what the Participant received and
what the Participant should have received based on the accounting restatement, in accordance with (i) any compensation recovery,
 “clawback” or similar policy, as may be in effect from time to time to which such Participant is subject and (ii) any
compensation recovery, “clawback” or similar policy made applicable by law including the provisions of Section 954 of
the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules, regulations and requirements adopted thereunder by the Securities
and Exchange Commission and/or any national securities exchange on which the Company’s equity securities may be listed (the “Policy”).
By accepting an Award hereunder, the Participant acknowledges and agrees that the Policy, whenever adopted, shall apply to such Award,
and all incentive-based compensation payable pursuant to such Award shall be subject to forfeiture and repayment pursuant to the terms
of the Policy.


 


14.           Transfer,
Leave of Absence, Etc. For purposes of the Plan, except as otherwise determined by the Committee, the following events shall not
be deemed a termination of Service: (a) a transfer to the service of the Company from a Subsidiary or from the Company to a Subsidiary,
or from one Subsidiary to another; or (b) an approved leave of absence for military service or sickness, a leave of absence where
the employee’s right to re-employment is protected either by a statute or by contract or under the policy pursuant to which the
leave of absence was granted, a leave of absence for any other purpose approved by the Company or if the Committee otherwise so provides
in writing; provided, that the Committee may elect, in its sole discretion, to suspend time-based vesting during any such leave of absence.


 


15.           General
Provisions.


 


15.1         Status
of Plan. The Committee may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver
shares of Common Stock or make payments with respect to Awards.


 






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15.2         Award
Agreement. An Award under the Plan shall be evidenced by an Award Agreement in a written or electronic form approved by the Committee
setting forth the number of shares of Common Stock or other amounts or securities subject to the Award, the exercise price, base price
or purchase price of the Award, the time or times at which an Award will become vested, exercisable or payable and the term of the Award.
The Award Agreement also may set forth the effect on an Award of a Change in Control and/or a termination of Service under certain circumstances.
The Award Agreement shall be subject to and incorporate, by reference or otherwise, all of the applicable terms and conditions of the
Plan, and also may set forth other terms and conditions applicable to the Award as determined by the Committee consistent with the limitations
of the Plan. The grant of an Award under the Plan shall not confer any rights upon the Participant holding such Award other than such
terms, and subject to such conditions, as are specified in the Plan as being applicable to such type of Award (or to all Awards) or as
are expressly set forth in the Award Agreement. The Committee need not require the execution of an Award Agreement by a Participant, in
which case, acceptance of the Award by the Participant shall constitute agreement by the Participant to the terms, conditions, restrictions
and limitations set forth in the Plan and the Award Agreement as well as the administrative guidelines of the Company in effect from time
to time. In the event of any conflict between the provisions of the Plan and any Award Agreement, the provisions of the Plan shall prevail.


 


15.3         No
Assignment or Transfer; Beneficiaries. Except as provided in Section 6.6 hereof or as otherwise provided by the Committee to
the extent not prohibited under Section A.1.(5) of the general instructions of Form S-8, as may be amended from time to
time, Awards under the Plan shall not be assignable or transferable by the Participant, and shall not be subject in any manner to assignment,
alienation, pledge, encumbrance or charge. Notwithstanding the foregoing, in the event of
the death of a Participant, except as otherwise provided by the Committee, an outstanding Award may be exercised by or shall become payable
to the Participant’s beneficiary as determined under the Company 401(k) retirement plan or other applicable retirement or pension
plan. In lieu of such determination, a Participant may, from time to time, name any beneficiary or beneficiaries to receive any benefit
in case of the Participant’s death before the Participant receives any or all of such benefit. Each such designation shall revoke
all prior designations by the same Participant and will be effective only when filed by the Participant in writing (in such form or manner
as may be prescribed by the Committee) with the Company during the Participant’s lifetime. In the absence of a valid designation
as provided above, if no validly designated beneficiary survives the Participant or if each surviving validly designated beneficiary is
legally impaired or prohibited from receiving the benefits under an Award, the Participant’s beneficiary shall be the legatee or
legatees of such Award designated under the Participant’s last will or by such Participant’s executors, personal representatives
or distributees of such Award in accordance with the Participant’s will or the laws of descent and distribution. The Committee may
provide in the terms of an Award Agreement or in any other manner prescribed by the Committee that the Participant shall have the right
to designate a beneficiary or beneficiaries who shall be entitled to any rights, payments or other benefits specified under an Award following
the Participant’s death. Any transfer permitted under this Section 15.3 shall be for no consideration.


 






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15.4         No
Right to Employment or Continued Service. Nothing in the Plan, in the grant of any Award or in any Award Agreement shall confer upon
any Eligible Person or any Participant any right to continue in the Service of the Company or any of its Subsidiaries or interfere in
any way with the right of the Company or any of its Subsidiaries to terminate the employment or other service relationship of an Eligible
Person or a Participant for any reason or no reason at any time.


 


15.5         Rights
as Stockholder. A Participant shall have no rights as a holder of shares of Common Stock with respect to any unissued securities
covered by an Award until the date the Participant becomes the holder of record of such securities. Except as provided in Section 4.4
hereof, no adjustment or other provision shall be made for dividends or other stockholder rights, except to the extent that the Award
Agreement provides for dividend payments or dividend equivalent rights. The Committee may determine in its discretion the manner of delivery
of Common Stock to be issued under the Plan, which may be by delivery of stock certificates, electronic account entry into new or existing
accounts or any other means as the Committee, in its discretion, deems appropriate. The Committee may require that the stock certificates
(if any) be held in escrow by the Company for any shares of Common Stock or cause the shares to be legended in order to comply with the
securities laws or other applicable restrictions. Should the shares of Common Stock be represented by book or electronic account entry
rather than a certificate, the Committee may take such steps to restrict transfer of the shares of Common Stock as the Committee considers
necessary or advisable.


 


15.6         Trading
Policy and Other Restrictions. Transactions involving Awards under the Plan shall be subject to the Company’s insider trading
policy and other restrictions, terms, conditions and policies established by the Board or Committee from time to time or by applicable
law.


 


15.7         Section 409A
Compliance. To the extent applicable, it is intended that the Plan and all Awards hereunder comply with, or be exempt from, the requirements
of Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder, and that the Plan and all Award Agreements
shall be interpreted and applied by the Committee in a manner consistent with this intent in order to avoid the imposition of any additional
tax under Section 409A of the Code. In the event that any (i) provision of the Plan or an Award Agreement, (ii) Award,
payment, transaction or (iii) other action or arrangement contemplated by the provisions of the Plan is determined by the Committee
to not comply with the applicable requirements of Section 409A of the Code and the Treasury Regulations and other guidance issued
thereunder, the Committee shall have the authority to take such actions and to make such changes to the Plan or an Award Agreement as
the Committee deems necessary to comply with such requirements. No payment that constitutes deferred compensation under Section 409A
of the Code that would otherwise be made under the Plan or an Award Agreement upon a termination of Service will be made or provided unless
and until such termination is also a “separation from service,” as determined in accordance with Section 409A of the
Code. Notwithstanding the foregoing or anything elsewhere in the Plan or an Award Agreement to the contrary, if a Participant is a “specified
employee” as defined in Section 409A of the Code at the time of termination of Service with respect to an Award, then solely
to the extent necessary to avoid the imposition of any additional tax under Section 409A of the Code, the commencement of any payments
or benefits under the Award shall be deferred until the date that is six (6) months plus one (1) day following the date of the
Participant’s termination of Service or, if earlier, the Participant’s death (or such other period as required to comply with
Section 409A). For purposes of Section 409A of the Code, a Participant’s right to receive any installment payments pursuant
to this Plan or any Award granted hereunder shall be treated as a right to receive a series of separate and distinct payments. For the
avoidance of doubt, each applicable tranche of Common Shares subject to vesting under any Award shall be considered a right to receive
a series of separate and distinct payments. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties
that may be imposed on a Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the
Code.


 






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15.8         Securities
Law Compliance. No shares of Common Stock will be issued or transferred pursuant to an Award unless and until all then applicable
requirements imposed by Federal and state securities and other laws, rules and regulations and by any regulatory agencies having
jurisdiction, and by any exchanges upon which the shares of Common Stock may be listed, have been fully met. As a condition precedent
to the issuance of shares of Common Stock pursuant to the grant or exercise of an Award, the Company may require the Participant to take
any action that the Company determines is necessary or advisable to meet such requirements. The Committee may impose such conditions on
any shares of Common Stock issuable under the Plan as it may deem advisable, including, without limitation, restrictions under the Securities
Act, under the requirements of any exchange upon which such shares of the same class are then listed, and under any blue sky or other
securities laws applicable to such shares. The Committee may also require the Participant to represent and warrant at the time of issuance
or transfer that the shares of Common Stock are being acquired solely for investment purposes and without any current intention to sell
or distribute such shares.


 


15.9         Substitution
or Assumption of Awards in Corporate Transactions. The Committee may grant Awards under the Plan in connection with the acquisition,
whether by purchase, merger, consolidation or other corporate transaction, of the business or assets of any corporation or other entity,
in substitution for awards previously granted by such corporation or other entity or otherwise. The Committee may also assume any previously
granted awards of a former employee or a current employee, director, consultant or other service provider of another corporation or entity
that becomes an Eligible Person by reason of such corporation transaction. The terms and conditions of the substituted or assumed awards
may vary from the terms and conditions that would otherwise be required by the Plan solely to the extent the Committee deems necessary
for such purpose. To the extent permitted by applicable law and the listing requirements of NASDAQ or other exchange or securities market
on which the Common Shares are listed, any such substituted or assumed awards shall not reduce the Share Reserve.


 


15.10       Tax
Withholding. The Participant shall be responsible for payment of any taxes or similar charges required by law to be paid or
withheld from an Award or an amount paid in satisfaction of an Award. Any required withholdings shall be paid by the Participant on
or prior to the payment or other event that results in taxable income in respect of an Award. The Award Agreement may specify the
manner in which the withholding obligation shall be satisfied with respect to the particular type of Award, which may include
permitting the Participant to elect to satisfy the withholding obligation by tendering shares of Common Stock to the Company or
having the Company withhold a number of shares of Common Stock having a value in each case up to the maximum statutory tax rates in
the applicable jurisdiction or as the Committee may approve in its discretion (provided that such withholding does not result in
adverse tax or accounting consequences to the Company), or similar charge required to be paid or withheld. In addition, to the
extent permitted by the Committee in its sole discretion in an Award Agreement or otherwise, and subject to Section 16 of the
Exchange Act, withholding may be satisfied through an open-market, broker-assisted sales transaction pursuant to which the Company
is promptly delivered the amount of proceeds necessary to satisfy the withholding amount, which shall be subject to any terms and
conditions imposed by the Committee. The Company shall have the power and the right to require a Participant to remit to the Company
the amount necessary to satisfy federal, state, provincial and local taxes, domestic or foreign, required by law or regulation to be
withheld, and to deduct or withhold from any shares of Common Stock deliverable under an Award to satisfy such withholding
obligation.


 






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15.11       Unfunded
Plan. The adoption of the Plan and any reservation of shares of Common Stock or cash amounts by the Company to discharge its obligations
hereunder shall not be deemed to create a trust or other funded arrangement. Except upon the issuance of shares of Common Stock pursuant
to an Award, any rights of a Participant under the Plan shall be those of a general unsecured creditor of the Company, and neither a
Participant nor the Participant’s permitted transferees or estate shall have any other interest in any assets of the Company by
virtue of the Plan. Notwithstanding the foregoing, the Company shall have the right to implement or set aside funds in a grantor trust,
subject to the claims of the Company’s creditors or otherwise, to discharge its obligations under the Plan.


 


15.12       Other
Compensation and Benefit Plans. The adoption of the Plan shall not affect any other share incentive or other compensation plans in
effect for the Company or any Subsidiary, nor shall the Plan preclude the Company from establishing any other forms of share incentive
or other compensation or benefit program for employees of the Company or any Subsidiary. The amount of any compensation deemed to be
received by a Participant pursuant to an Award shall not constitute includable compensation for purposes of determining the amount of
benefits to which a Participant is entitled under any other compensation or benefit plan or program of the Company or a Subsidiary, including,
without limitation, under any pension or severance benefits plan, except to the extent specifically provided by the terms of any such
plan.


 


15.13       Plan
Binding on Transferees. The Plan shall be binding upon the Company, its transferees and assigns, and the Participant, the Participant’s
executor, administrator and permitted transferees and beneficiaries.


 


15.14       Severability.
If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction,
the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall
remain enforceable in any other jurisdiction.


 


15.15       Governing
Law. The Plan, all Awards and all Award Agreements, and all claims or causes of action (whether in contract, tort or statute) that
may be based upon, arise out of or relate to the Plan, any Award or Award Agreement, or the negotiation, execution or performance of
any such documents or matter related thereto (including any claim or cause of action based upon, arising out of or related to any representation
or warranty made in or in connection with the Plan, any Award or Award Agreement, or as an inducement to enter into any Award Agreement),
shall be governed by, and enforced in accordance with, the internal laws of the State of Delaware, including its statutes of limitations
and repose, but without regard to any borrowing statute that would result in the application of the statute of limitations or repose
of any other jurisdiction.


 






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15.16       No
Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan or any Award, and the Committee
shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional shares of Common
Stock or whether such fractional shares or any rights thereto shall be canceled, terminated or otherwise eliminated.


 


15.17       No
Guarantees Regarding Tax Treatment. Neither the Company nor the Committee make any guarantees to any Person regarding the tax treatment
of Awards or payments made under the Plan. Neither the Company nor the Committee has any obligation to take any action to prevent the
assessment of any tax on any Person with respect to any Award under Section 409A of the Code, Section 4999 of the Code or otherwise
and neither the Company nor the Committee shall have any liability to a Person with respect thereto.


 


15.18       Data
Protection. By participating in the Plan, each Participant consents to the collection, processing, transmission and storage by the
Company, its Subsidiaries and any third party administrators of any data of a professional or personal nature for the purposes of administering
the Plan.


 


15.19       Awards
to Non-U.S. Participants. To comply with the laws in countries other than the United States in which the Company or any of its Subsidiaries
or Affiliates operates or has employees, Non-Employee Directors or consultants, the Committee, in its sole discretion, shall have the
power and authority to (i) modify the terms and conditions of any Award granted to Participants outside the United States to comply
with applicable foreign laws, (ii) take any action, before or after an Award is made, that it deems advisable to obtain approval
or comply with any necessary local government regulatory exemptions or approvals and (iii) establish subplans and modify exercise
procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to
Plan terms and procedures established under this Section 15.19 by the Committee shall be attached to this Plan document as appendices.


 


16.           Term;
Amendment and Termination; Stockholder Approval.


 


16.1         Term.
The Plan shall be effective as of the Effective Date. Subject to Section 16.2 hereof, the
Plan shall terminate on the tenth anniversary of the Effective Date.


 


16.2         Amendment
and Termination. The Board may from time to time and in any respect, amend, modify, suspend or terminate the Plan; provided,
however, that no amendment, modification, suspension or termination of the Plan shall materially and adversely affect any Award
theretofore granted without the consent of the Participant or the permitted transferee of the Award. The Board may seek the approval
of any amendment, modification, suspension or termination by the Company’s stockholders to the extent it deems necessary in its
discretion for purposes of compliance with Section 422 of the Code or for any other purpose, and shall seek such approval to the
extent it deems necessary in its discretion to comply with applicable law or listing requirements of NASDAQ or other exchange or securities
market. Notwithstanding the foregoing, the Board shall have broad authority to amend the Plan or any Award under the Plan without the
consent of a Participant to the extent it deems necessary or desirable in its discretion to comply with, take into account changes in,
or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and
regulations.


 






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