Exhibit 10.11


 


AERSALE
CORPORATION


2020
EMPLOYEE STOCK PURCHASE
PLAN


 


ARTICLE
I.

PURPOSE, SCOPE and administration OF THE PLAN


 


1.1       Purpose
and Scope. The purpose of the AerSale Corporation 2020 Employee Stock Purchase Plan, as it may be amended from time to time,
(the “Plan”) is to assist employees of AerSale Corporation, a Delaware corporation (the “Company”),
and its Designated Subsidiaries in acquiring a stock ownership interest in the Company pursuant to a plan which is intended to
qualify as an “employee stock purchase plan” under Section 423 of the Code and to help such employees provide for
their future security and to encourage them to remain in the employment of the Company and its Designated Subsidiaries.


 


ARTICLE
II.

Definitions


 


Whenever
the following terms are used in the Plan, they shall have the meaning specified below unless the context clearly indicates to
the contrary. The singular pronoun shall include the plural where the context so indicates.


 


2.1       “Agent”
means the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged, retained, appointed or authorized
to act as the agent of the Company or an Employee with regard to the Plan.


 


2.2       “Administrator”
means the entity that conducts the general administration of the Plan as provided for in Article VII. The term “Administrator”
shall refer to the Committee, or such individuals to which authority to administer the Plan has been delegated under Section 7.1
hereof, unless the Board has assumed the authority for administration of the Plan.


 


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


 


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


 


2.5       “Code”
means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code
shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor
provisions to such section, regulations, or guidance.


 


2.6       “Committee”
means the Compensation Committee of the Board.


 






     


     


    

 


2.7       “Common
Stock” means the common stock of the Company, par value $0.0001 per share (and any stock or other securities into which
such Common Stock may be converted or into which it may be exchanged).


 


2.8       “Company”
shall have such meaning as set forth in Section 1.1 hereof.


 


2.9       “Compensation”
of an Employee shall mean, unless otherwise specified by the Administrator in an Offering Document, the regular straight-time
earnings or base salary, bonuses and commissions, paid to the Employee from the Company on each Payday as compensation for services
to the Company or any Designated Subsidiary, before deduction for any salary deferral contributions made by the Employee to any
tax-qualified or nonqualified deferred compensation plan, including overtime, shift differentials, vacation pay, salaried production
schedule premiums, holiday pay, jury duty pay, funeral leave pay, paid time off, military pay, prior week adjustments and weekly
bonus, but excluding education or tuition reimbursements, imputed income arising under any group insurance or benefit program,
travel expenses, business and moving reimbursements, income received in connection with any stock options, restricted stock, restricted
stock units or other compensatory equity awards and all contributions made by the Company or any Designated Subsidiary for the
Employee’s benefit under any employee benefit plan now or hereafter established. Such Compensation shall be calculated before
deduction of any required income or employment tax withholdings.


 


2.10     “Designated
Subsidiary” means each Subsidiary that has been designated by the Board or Committee from time to time in its
sole discretion as eligible to participate in the Plan, including any Subsidiary in existence on the Effective Date and any Subsidiary
formed or acquired following the Effective Date, in accordance with Section 7.2 hereof.


 


2.11     “Effective
Date” means the date on which the transactions contemplated by that certain Amended and Restated Agreement and Plan
of Merger, by and among Monocle Acquisition Corporation, Monocle Merger Sub 1 Inc., Monocle Holdings Inc., Monocle Merger Sub
2 LLC, AerSale Corp., and, solely in its capacity as the Holder Representative, Leonard Green & Partners, L.P., dated as of
September 8, 2020 as amended from time to time, are consummated, provided that the Board has adopted the Plan prior to
or on such date, subject to approval of the Plan by the Company’s stockholders.


 


2.12     “Eligible
Employee” means an Employee who after the granting of the Option would not be deemed for purposes of Section 423(b)(3)
of the Code to possess five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company
or any Subsidiary. For purposes of the foregoing sentence, the rules of Section 424(d) of the Code with regard to the attribution
of stock ownership shall apply in determining the stock ownership of an individual, and stock which an Employee may purchase under
outstanding options shall be treated as stock owned by the Employee. Notwithstanding the foregoing, the Administrator may provide
in an Offering Document that an Employee is excluded from participation in the Plan in an Offering Period if (i) such Employee
is a “highly compensated employee” of the Company or any Designated Subsidiary (within the meaning of Section 414(q)
of the Code), or is such a “highly compensated employee” (A) with compensation above a specified level, (B) who is
an officer and/or (C) is subject to the disclosure requirements of Section 16(a) of the Exchange Act; (ii) such Employee has not
met a service requirement designated by the Administrator pursuant to Section 423(b)(4)(A) of the Code (which service requirement
may not exceed two years), (iii) such Employee is customarily scheduled to work less than twenty (20) hours per week, (iv) such
Employee’s customary employment is for less than five months in any calendar year and/or (v) such Employee is a citizen
or resident of a foreign jurisdiction (without regard to whether they are also a citizen of the United States or a resident alien
(within the meaning of Section 7701(b)(1)(A) of the Code)) if either (a) the grant of the Option is prohibited under the laws
of the jurisdiction governing such Employee, or (b) compliance with the laws of the foreign jurisdiction would cause the Plan
or the Option to violate the requirements of Section 423 of the Code; provided that any exclusion in clauses (i), (ii),
(iii), (iv) or (v) shall be applied in an identical manner under each Offering Period to all Employees of the Company and all
Designated Subsidiaries, in accordance with Treasury Regulation Section 1.423-2(e).


 






     


     


    

 


2.13     “Employee”
means any person who renders services to the Company or a Designated Subsidiary in the status of an employee within the meaning
of Section 3401(c) of the Code. “Employee” shall not include any director of the Company or a Designated Subsidiary
who does not render services to the Company or a Designated Subsidiary in the status of an employee within the meaning of Section
3401(c) of the Code. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual
is on military leave, sick leave or other leave of absence approved by the Company or Designated Subsidiary and meeting the requirements
of Treasury Regulation Section 1.421-1(h)(2). Where the period of leave exceeds three (3) months, or such other period specified
in Treasury Regulation Section 1.421-1(h)(2), and the individual’s right to reemployment is not guaranteed either by statute
or by contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three
(3)-month period, or such other period specified in Treasury Regulation Section 1.421-1(h)(2).


 


2.14     “Enrollment
Date” means the first date of each Offering Period.


 


2.15     “Exercise
Date” means the last Trading Day of each Offering Period, except as provided in Section 5.2 hereof.


 


2.16     “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto. Reference in the Plan to any
section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations, or other interpretative
guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations, or guidance.


 


2.17     “Fair
Market Value” means, on a given date: (i) if the Common Stock is listed on a national securities exchange, the closing
sales price of the Common Stock reported on the primary exchange on which the Common Stock is listed and traded on such date,
or, if there are no such sales on that date, then on the last preceding date on which such sales were reported; (ii) if the Common
Stock is not listed on any national securities exchange but is quoted in an inter-dealer quotation system on a last-sale basis,
the average between the closing bid price and ask price reported on such date, or, if there is no such sale on that date, then
on the last preceding date on which a sale was reported; or (iii) if the Common Stock is not listed on a national securities exchange
or quoted in an inter-dealer quotation system on a last-sale basis, the amount determined by the Committee in good faith to be
the fair market value of the Common Stock.


 


2.18       “Grant
Date” means the first Trading Day of an Offering Period.


 






     


     


    

 


2.19     “New
Exercise Date” shall have such meaning as set forth in Section 5.2(b) hereof.


 


2.20     “Offering
Document” shall have the meaning given to such term in Section 3.2.


 


2.21     “Offering
Period” means such period of time commencing on such date(s) as determined by the Administrator, in its sole discretion,
and with respect to which Options shall be granted to Participants, following the Effective Date, except as otherwise provided
under Section 5.3 hereof. The duration and timing of Offering Periods may be changed by the Board or Committee, in its sole discretion.
Notwithstanding the foregoing, in no event may an Offering Period exceed twenty-seven (27) months.


 


2.22     “Option”
means the right to purchase shares of Common Stock pursuant to the Plan during each Offering Period.


 


2.23     “Option
Price” means the purchase price of a share of Common Stock hereunder as provided in Section 4.2 hereof.


 


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


 


2.25     “Parent”
means any entity that is a parent corporation of the Company within the meaning of Section 424 of the Code and the Treasury Regulations
thereunder.


 


2.26     “Participant”
means any Eligible Employee who elects to participate in the Plan.


 


2.27     “Payday”
means the regular and recurring established day for payment of Compensation to an Employee of the Company or any Designated Subsidiary.


 


2.28     “Plan”
shall have such meaning as set forth in Section 1.1 hereof.


 


2.29     “Plan
Account” means a bookkeeping account established and maintained by the Company in the name of each Participant.


 


2.30     “Section
423 Option” shall have such meaning as set forth in Section 3.1(b) hereof.


 


2.31     “Securities
Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of
(or rule promulgated under) the Securities Act shall be deemed to include any rules, regulations, or other interpretative guidance
under such section or rule, and any amendments or successor provisions to such section, rules, regulations, or guidance.


 






     


     


    

 


2.32     
 “Subsidiary” means any entity that is a subsidiary corporation of the Company within the meaning of Section
424 of the Code and the Treasury Regulations thereunder. In addition, with respect to any sub-plans adopted under Section 7.1(d)
hereof which are designed to be outside the scope of Section 423 of the Code, Subsidiary shall include any corporate or noncorporate
entity in which the Company has a direct or indirect equity interest or significant business relationship.


 


2.33     “Trading
Day” means a day on which the principal securities exchange on which the Common Stock is listed is open for trading
or, if the Common Stock is not listed on a securities exchange, shall mean a business day, as determined by the Administrator
in good faith.


 


2.34     “Withdrawal
Election” shall have such meaning as set forth in Section 6.1(a) hereof.


 


ARTICLE
III.

PARTICIPATION


 


3.1       Eligibility.


 


(a)       Any
Eligible Employee who shall be employed by the Company or a Designated Subsidiary on a given Enrollment Date for an Offering Period
shall be eligible to participate in the Plan during such Offering Period, subject to the requirements of Articles IV and V hereof,
and the limitations imposed by Section 423(b) of the Code and the Treasury Regulations thereunder.


 


(b)       No
Eligible Employee shall be granted an Option under the Plan which permits the Participant’s rights to purchase shares of
Common Stock under the Plan, and to purchase stock under all other employee stock purchase plans of the Company, any Parent or
any Subsidiary subject to Section 423 of the Code (any such Option or other option, a “Section 423 Option”),
to accrue at a rate which exceeds $25,000 of the fair market value of such stock (determined at the time the Section 423 Option
is granted) for each calendar year in which any Section 423 Option granted to the Participant is outstanding at any time. For
purposes of the limitation imposed by this subsection,


 


(i)        the
right to purchase stock under a Section 423 Option accrues when the Section 423 Option (or any portion thereof) first becomes
exercisable during the calendar year,


 


(ii)       the
right to purchase stock under a Section 423 Option accrues at the rate provided in the Section 423 Option, but in no case may
such rate exceed $25,000 of fair market value of such stock (determined at the time such option is granted) for any one calendar
year, and


 


(iii)      a
right to purchase stock which has accrued under a Section 423 Option may not be carried over to any other Section 423 Option;
provided that Participants may carry forward amounts so accrued that represent a fractional share of stock and were withheld
but not applied towards the purchase of Common Stock under an earlier Offering Period, and may apply such amounts towards the
purchase of additional shares of Common Stock under a subsequent Offering Period.


 






     


     


    

 


The
limitation under this Section 3.1(b) shall be applied in accordance with Section 423(b)(8) of the Code and the Treasury Regulations
thereunder.


 


3.2       Offering
Document. The terms and conditions applicable to each Offering Period shall be set forth in an “Offering Document”
adopted by the Administrator, which Offering Document shall be in such form and shall contain such terms and conditions as the
Administrator shall deem appropriate and shall be incorporated by reference into and made part of the Plan and shall be attached
hereto as part of the Plan. The provisions of separate Offering Periods under the Plan need not be identical. Each Offering Document
with respect to an Offering Period shall specify (through incorporation of the provisions of this Plan by reference or otherwise):
(i) the length of the Offering Period, which period shall not exceed twenty-seven months; (ii) the maximum number of Shares that
may be purchased by any Eligible Employee during such Offering Period, which, in the absence of a contrary designation by the
Administrator, shall be 2,500 Shares; and (iii) such other provisions as the Administrator determines are appropriate, subject
to the Plan.


 


3.3       Election
to Participate; Payroll Deductions


 


(a)       Except
as provided in Section 3.4 hereof, an Eligible Employee may become a Participant in the Plan only by means of payroll deduction.
Each individual who is an Eligible Employee as of an Offering Period’s Enrollment Date may elect to participate in such
Offering Period and the Plan by delivering to the Company a payroll deduction authorization no later such period of time prior
to the applicable Enrollment Date as determined by the Administrator, in its sole discretion.


 


(b)       Subject
to Section 3.1(b) hereof, payroll deductions (i) shall be equal to at least one percent (1%) of the Participant’s Compensation
as of each Payday of the Offering Period following the Enrollment Date, but not more than the lesser of fifteen percent (15%)
of the Participant’s Compensation as of each Payday of the Offering Period following the Enrollment Date or $25,000 per
Offering Period; and (ii) may be expressed either as (A) a whole number percentage, or (B) a fixed dollar amount. Amounts deducted
from a Participant’s Compensation with respect to an Offering Period pursuant to this Section 3.3 shall be deducted each
Payday through payroll deduction and credited to the Participant’s Plan Account.


 


(c)       Following
at least one (1) payroll deduction, a Participant may decrease (to as low as zero) the amount deducted from such Participant’s
Compensation only once during an Offering Period upon ten (10) calendar days’ prior written notice to the Company. A Participant
may not increase the amount deducted from such Participant’s Compensation during an Offering Period.


 


(d)       Notwithstanding
the foregoing, upon the termination of an Offering Period, each Participant in such Offering Period shall automatically participate
in the immediately following Offering Period at the same payroll deduction percentage as in effect at the termination of the prior
Offering Period, unless such Participant delivers to the Company a different election with respect to the successive Offering
Period in accordance with Section 3.1(a) hereof, or unless such Participant becomes ineligible for participation in the Plan.


 


3.4       Leave
of Absence. During leaves of absence approved by the Company meeting the requirements of Treasury Regulation Section 1.421-1(h)(2)
under the Code, a Participant may continue participation in the Plan by making cash payments to the Company on his or her normal
payday equal to his or her authorized payroll deduction.


 






     


     


    

 


3.5       Foreign
Employees. In order to facilitate participation in the Plan, the Administrator may provide for such special terms applicable
to Participants who are citizens or residents of a foreign jurisdiction, or who are employed by a Designated Subsidiary outside
of the United States, as the Administrator may consider necessary or appropriate to accommodate differences in local law, tax
policy or custom. Such special terms may not be more favorable than the terms of rights granted under the Plan to Eligible Employees
who are residents of the United States. Moreover, the Administrator may approve such supplements to, or amendments, restatements
or alternative versions of, this Plan as it may consider necessary or appropriate for such purposes without thereby affecting
the terms of this Plan as in effect for any other purpose. No such special terms, supplements, amendments or restatements shall
include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended
to eliminate such inconsistency without further approval by the stockholders of the Company.


 


ARTICLE
IV.

PURCHASE OF SHARES


 


4.1       Grant
of Option. Each Participant shall be granted an Option with respect to an Offering Period on the applicable Grant Date. Subject
to the limitations of Section 3.1(b) hereof, the number of shares of Common Stock subject to a Participant’s Option shall
be determined by dividing (a) such Participant’s payroll deductions accumulated prior to such Exercise Date and retained
in the Participant’s Plan Account on such Exercise Date by (b) the applicable Option Price; provided that in no event
shall a Participant be permitted to purchase during each Offering Period more than 2,500 shares of Common Stock (subject to any
adjustment pursuant to Section 5.2 hereof). The Administrator may, for future Offering Periods, increase or decrease, in its absolute
discretion, the maximum number of shares of Common Stock that a Participant may purchase during such future Offering Periods.
Each Option shall expire on the Exercise Date for the applicable Offering Period immediately after the automatic exercise of the
Option in accordance with Section 4.3 hereof, unless such Option terminates earlier in accordance with Article 6 hereof.


 


4.2       Option
Price. The Option Price per share of Common Stock to be paid by a Participant upon exercise of the Participant’s Option
on the applicable Exercise Date for an Offering Period shall be designated by the Administrator in the applicable Offering Document
(which Option Price shall not be less than eighty five percent (85%) of the Fair Market Value of a share of Common Stock on the
applicable Enrollment Date or on the Exercise Date, whichever is lower); provided, however, that, in the event no Option Price
is designated by the Administrator in the applicable Offering Document, the Option Price for the Offering Periods covered by such
Offering Document shall be equal to eighty five percent (85%) of the Fair Market Value of a share of Common Stock on the applicable
Enrollment Date or on the Exercise Date, whichever is lower; provided further that in no event shall the Option Price per
share of Common Stock be less than the par value per share of the Common Stock.


 






     


     


    

 


4.3       Purchase
of Shares.


 


(a)       On
the applicable Exercise Date for an Offering Period, each Participant shall automatically and without any action on such Participant’s
part be deemed to have exercised his or her Option to purchase at the applicable Option Price the largest number of whole shares
of Common Stock which can be purchased with the amount in the Participant’s Plan Account. Any balance less than the Option
Price per share of Common Stock as of such Exercise Date shall be carried forward to the next Offering Period, unless the Participant
has elected to withdraw from the Plan pursuant to Section 6.1 hereof or, pursuant to Section 6.2 hereof, such Participant has
ceased to be an Eligible Employee. Any balance not carried forward to the next Offering Period in accordance with the prior sentence
promptly shall be refunded to the applicable Participant.


 


(b)       As
soon as practicable following the applicable Exercise Date, the number of shares of Common Stock purchased by such Participant
pursuant to Section 4.3(a) hereof shall be delivered (either in share certificate or book entry form), in the Company’s
sole discretion, to either (i) the Participant or (ii) an account established in the Participant’s name at a stock brokerage
or other financial services firm designated by the Company. If the Company is required to obtain from any commission or agency
authority to issue any such shares of Common Stock, the Company shall seek to obtain such authority. Inability of the Company
to obtain from any such commission or agency authority that counsel for the Company deems necessary for the lawful issuance of
any such shares shall relieve the Company from liability to any Participant except to refund to the Participant such Participant’s
Plan Account balance, without interest thereon.


 


4.4       Transferability
of Rights.


 


(a)       An
Option granted under the Plan shall not be transferable, other than by will or the Applicable Laws of descent and distribution,
and is exercisable during the Participant’s lifetime only by the Participant. No option or interest or right to the Option
shall be available to pay off any debts, contracts or engagements of the Participant or his or her successors in interest or shall
be subject to disposition by pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary
or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempt at disposition of the option shall have no effect.


 


(b)       Unless
otherwise determined by the Administrator, there shall be no holding period for the shares of Common Stock issued pursuant to
the exercise of an Option. Any holding period determined by the Administrator shall be subject to Sections 5.2(b) and 5.2(c) below.


 


ARTICLE
V.

PROVISIONS RELATING TO COMMON STOCK


 


5.1       Common
Stock Reserved. Subject to adjustment as provided in Section 5.2 hereof, the maximum number of shares of Common Stock that
shall be made available for sale under the Plan shall be 500,000 shares of Common Stock. Shares of Common Stock made available
for sale under the Plan may be authorized but unissued shares, treasury shares of Common Stock, or reacquired shares reserved
for issuance under the Plan.


 






     


     


    

 


5.2       Adjustments
Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.


 


(a)       Changes
in Capitalization. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock
which have been authorized for issuance under the Plan but not yet placed under Option, as well as the price per share and the
number of shares of Common Stock covered by each Option under the Plan which has not yet been exercised shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of
shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion
of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.”
Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option.


 


(b)       Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress
shall be shortened by setting a new Exercise Date (the “New Exercise Date”), and shall terminate immediately
prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The New
Exercise Date shall be before the date of the Company’s proposed dissolution or liquidation. The Administrator shall notify
each Participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the
Participant’s Option has been changed to the New Exercise Date and that the Participant’s Option shall be exercised
automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided
in Section 6.1 hereof.


 


(c)       Merger
or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, the merger of the
Company with or into another corporation, or other transaction as set forth by the Administrator in an Offering Document, each
outstanding Option shall be assumed or an equivalent Option substituted by the successor corporation or a Parent or Subsidiary
of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option, any
Offering Periods then in progress shall be shortened by setting a New Exercise Date and any Offering Periods then in progress
shall end on the New Exercise Date. The New Exercise Date shall be before the date of the Company’s proposed sale or merger.
The Administrator shall notify each Participant in writing (or electronically if determined by the Administrator), at least ten
(10) business days prior to the New Exercise Date, that the Exercise Date for the Participant’s Option has been changed
to the New Exercise Date and that the Participant’s Option shall be exercised automatically on the New Exercise Date, unless
prior to such date the Participant has withdrawn from the Offering Period as provided in Section 6.1 hereof.


 


5.3       Insufficient
Shares. If the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect
to which Options are to be exercised may exceed the number of shares of Common Stock remaining available for sale under the Plan
on such Exercise Date, the Administrator shall make a pro rata allocation of the shares of Common Stock available for issuance
on such Exercise Date in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable
among all Participants exercising Options to purchase Common Stock on such Exercise Date, and unless additional shares are authorized
for issuance under the Plan, no further Offering Periods shall take place and the Plan shall terminate pursuant to Section 7.5
hereof. If an Offering Period is so terminated, then the balance of the amount credited to the Participant’s Plan Account
which has not been applied to the purchase of shares of Common Stock shall be paid to such Participant in one lump sum in cash
within thirty (30) days after such Exercise Date, without any interest thereon.


 






     


     


    

 


5.4       Rights
as Stockholders. With respect to shares of Common Stock subject to an Option, a Participant shall not be deemed to be a stockholder
of the Company and shall not have any of the rights or privileges of a stockholder. A Participant shall have the rights and privileges
of a stockholder of the Company when, but not until, shares of Common Stock have been deposited in the designated brokerage account
following exercise of his or her Option.


 


ARTICLE
VI.

TERMINATION OF PARTICIPATION


 


6.1       Cessation
of Contributions; Voluntary Withdrawal.


 


(a)       A
Participant may cease payroll deductions during an Offering Period and elect to withdraw from the Plan by delivering written notice
of such election to the Company in such form and at such time prior to the Exercise Date for such Offering Period as may be established
by the Administrator (a “Withdrawal Election”). A Participant electing to withdraw from the Plan may elect
to either (i) withdraw all of the funds then credited to the Participant’s Plan Account as of the date on which the Withdrawal
Election is received by the Company, in which case amounts credited to such Plan Account shall be returned to the Participant
in one (1) lump-sum payment in cash within thirty (30) days after such election is received by the Company, without any interest
thereon, and the Participant shall cease to participate in the Plan and the Participant’s Option for such Offering Period
shall terminate; or (ii) exercise the Option for the maximum number of whole shares of Common Stock on the applicable Exercise
Date with any remaining Plan Account balance returned to the Participant in one (1) lump-sum payment in cash within thirty (30)
days after such Exercise Date, without any interest thereon, and after such exercise cease to participate in the Plan. Upon receipt
of a Withdrawal Election, the Participant’s payroll deduction authorization and his or her Option to purchase under the
Plan shall terminate.


 


(b)       A
participant’s withdrawal from the Plan shall not have any effect upon his or her eligibility to participate in any similar
plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the
Offering Period from which the Participant withdraws.


 


(c)       A
Participant who ceases contributions to the Plan during any Offering Period shall not be permitted to resume contributions to
the Plan during that Offering Period.


 


6.2       Termination
of Eligibility. Upon a Participant’s ceasing to be an Eligible Employee, for any reason, such Participant’s Option
for the applicable Offering Period shall automatically terminate, he or she shall be deemed to have elected to withdraw from the
Plan, and such Participant’s Plan Account shall be paid to such Participant or, in the case of his or her death, to the
person or persons entitled thereto pursuant to Applicable Law, within thirty (30) days after such cessation of being an Eligible
Employee, without any interest thereon.


 






     


     


    

 


ARTICLE
VII.

GENERAL PROVISIONS


 


7.1       Administration.


 


(a)       The
Plan shall be administered by the Committee, which shall be composed of members of the Board. The Committee may delegate administrative
tasks under the Plan to the services of an Agent and/or Employees to assist in the administration of the Plan, including establishing
and maintaining an individual securities account under the Plan for each Participant.


 


(b)       It
shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with the provisions of
the Plan. The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the Plan:


 


(i)        To
establish Offering Periods;


 


(ii)       To
determine when and how Options shall be granted and the provisions and terms of each Offering Period (which need not be identical);


 


(iii)      To
select Designated Subsidiaries in accordance with Section 7.2 hereof; and


 


(iv)      To
construe and interpret the Plan, the terms of any Offering Period and the terms of the Options and to adopt such rules for the
administration, interpretation, and application of the Plan as are consistent therewith and to interpret, amend or revoke any
such rules. The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, any
Offering Period or any Option, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effect,
subject to Section 423 of the Code and the Treasury Regulations thereunder.


 


(c)       The
Administrator may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific
requirements of local laws and procedures. Without limiting the generality of the foregoing, the Administrator is specifically
authorized to adopt rules and procedures regarding handling of participation elections, payroll deductions, payment of interest,
conversion of local currency, payroll tax, withholding procedures and handling of stock certificates which vary with local requirements.
In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Administrator
under the Plan.


 


(d)       The
Administrator may adopt sub-plans applicable to particular Designated Subsidiaries or locations, which sub-plans may be designed
to be outside the scope of Section 423 of the Code. The rules of such sub-plans may take precedence over other provisions of this
Plan, with the exception of Section 5.1 hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions
of this Plan shall govern the operation of such sub-plan.


 






     


     


    

 


(e)       All
expenses and liabilities incurred by the Administrator in connection with the administration of the Plan shall be borne by the
Company. The Administrator may, with the approval of the Committee, employ attorneys, consultants, accountants, appraisers, brokers
or other persons. The Administrator, the Company and its officers and directors shall be entitled to rely upon the advice, opinions
or valuations of any such persons. All actions taken and all interpretations and determinations made by the Administrator in good
faith shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Board or
Administrator shall be personally liable for any action, determination or interpretation made in good faith with respect to the
Plan or the options, and all members of the Board or Administrator shall be fully protected by the Company in respect to any such
action, determination, or interpretation.


 


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


 


7.2       Designation
of Subsidiaries. The Board or Committee shall designate from among the Subsidiaries, as determined from time to time, the
Subsidiary or Subsidiaries that shall constitute Designated Subsidiaries. The Board or Committee may designate a Subsidiary, or
terminate the designation of a Subsidiary, without the approval of the stockholders of the Company.


 


7.3       Reports.
Individual accounts shall be maintained for each Participant in the Plan. Statements of Plan Accounts shall be given to Participants
at least annually, which statements shall set forth the amounts of payroll deductions, the Option Price, the number of shares
purchased and the remaining cash balance, if any.


 


7.4       No
Right to Employment. Nothing in the Plan shall be construed to give any person (including any Participant) the right to remain
in the employ of the Company, a Parent or a Subsidiary or to affect the right of the Company, any Parent or any Subsidiary to
terminate the employment of any person (including any Participant) at any time, with or without cause, which right is expressly
reserved.


 


7.5       Amendment
and Termination of the Plan.


 


(a)       The
Board may, in its sole discretion, amend, suspend or terminate the Plan at any time and from time to time; provided, however,
that without approval of the Company’s stockholders given within twelve (12) months before or after action by the Board,
the Plan may not be amended to increase the maximum number of shares of Common Stock subject to the Plan or change the designation
or class of Eligible Employees; and provided, further that without approval of the Company’s stockholders,
the Plan may not be amended in any manner that would cause the Plan to no longer be an “employee stock purchase plan”
within the meaning of Section 423(b) of the Code.


 






     


     


    

 


(b)       In
the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences,
the Administrator may, to the extent permitted under Section 423 of the Code, in its discretion and, to the extent necessary or
desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to:


 


(i)        altering
the Option Price for any Offering Period including an Offering Period underway at the time of the change in Option Price;


 


(ii)       shortening
any Offering Period so that the Offering Period ends on a new Exercise Date, including an Offering Period underway at the time
of the Administrator action; and


 


(iii)      allocating
shares of Common Stock.


 


Such
modifications or amendments shall not require stockholder approval or the consent of any Participant.


 


(c)       Upon
termination of the Plan, the balance in each Participant’s Plan Account shall be refunded as soon as practicable after such
termination, without any interest thereon.


 


7.6       Use
of Funds; No Interest Paid. All funds received by the Company by reason of purchase of Common Stock under the Plan shall be
included in the general funds of the Company free of any trust or other restriction and may be used for any corporate purpose.
No interest shall be paid to any Participant or credited under the Plan.


 


7.7       Term;
Approval by Stockholders. Subject to approval by the stockholders of the Company in accordance with this Section 7.7, the
Plan shall terminate on the tenth (10th) anniversary of the date of its initial approval by the stockholder(s) of the
Company, unless earlier terminated in accordance with Sections 5.3 or 7.5 hereof. No Option may be granted during any period of
suspension of the Plan or after termination of the Plan. The Plan shall be submitted for the approval of the Company’s stockholder(s)
within twelve (12) months after the date of the Board’s initial adoption of the Plan. Options may be granted prior to such
stockholder approval; provided, however, that such Options shall not be exercisable prior to the time when the Plan
is approved by the stockholders; provided, further that if such approval has not been obtained by the end of said
twelve (12)-month period, all Options previously granted under the Plan shall thereupon terminate and be canceled and become null
and void without being exercised.


 


7.8       Effect
Upon Other Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company,
any Parent or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company, any Parent or any Subsidiary
(a) to establish any other forms of incentives or compensation for Employees of the Company or any Parent or any Subsidiary, or
(b) to grant or assume Options otherwise than under the Plan in connection with any proper corporate purpose, including, but not
by way of limitation, the grant or assumption of options in connection with the acquisition, by purchase, lease, merger, consolidation
or otherwise, of the business, stock or assets of any corporation, firm or association.


 






     


     


    

 


7.9       Conformity
to Securities Laws. Notwithstanding any other provision of the Plan, the Plan and the participation in the Plan by any individual
who is then subject to Section 16 of the Exchange Act shall be subject to any additional limitations set forth in any applicable
exemption rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements
for the application of such exemptive rule. To the extent permitted by Applicable Law, the Plan shall be deemed amended to the
extent necessary to conform to such applicable exemptive rule.


 


7.10     Notice
of Disposition of Shares. Each Participant shall, if requested by the Company, give the Company prompt notice of any disposition
or other transfer of any shares of Common Stock, acquired pursuant to the exercise of an Option, if such disposition or transfer
is made (a) within two (2) years after the applicable Grant Date or (b) within one (1) year after the transfer of such shares
of Common Stock to such Participant upon exercise of such Option. The Company may direct that any certificates evidencing shares
acquired pursuant to the Plan refer to such requirement.


 


7.11     Tax
Withholding. The Company or any Parent or any Subsidiary shall be entitled to require payment in cash or deduction from other
compensation payable to each Participant of any sums required by federal, state or local tax law to be withheld with respect to
any purchase of shares of Common Stock under the Plan or any sale of such shares.


 


7.12     Governing
Law. The Plan and all rights and obligations thereunder shall be construed and enforced in accordance with the laws of the
State of Delaware.


 


7.13     Notices.
All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have
been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company
for the receipt thereof.


 


7.14     Conditions
To Issuance of Shares.


 


(a)       Notwithstanding
anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries
evidencing shares of Common Stock pursuant to the exercise of an Option by a Participant, unless and until the Board or the Committee
has determined, with advice of counsel, that the issuance of such shares of Common Stock is in compliance with all Applicable
Laws, regulations of governmental authorities and, if applicable, the requirements of any securities exchange or automated quotation
system on which the shares of Common Stock are listed or traded, and the shares of Common Stock are covered by an effective registration
statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Board or the
Committee may require that a Participant make such reasonable covenants, agreements, and representations as the Board or the Committee,
in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements.


 






     


     


    

 


(b)       All
certificates for shares of Common Stock delivered pursuant to the Plan and all shares of Common Stock issued pursuant to book
entry procedures are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable
to comply with federal, state, or foreign securities or other laws, rules and regulations and the rules of any securities exchange
or automated quotation system on which the shares of Common Stock are listed, quoted, or traded. The Committee may place legends
on any certificate or book entry evidencing shares of Common Stock to reference restrictions applicable to the shares of Common
Stock.


 


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


 


(d)       Notwithstanding
any other provision of the Plan, unless otherwise determined by the Committee or required by any Applicable Law, rule or regulation,
the Company may, in lieu of delivering to any Participant certificates evidencing shares of Common Stock issued in connection
with any Option, record the issuance of shares of Common Stock in the books of the Company (or, as applicable, its transfer agent
or stock plan administrator).


 


7.15     Equal
Rights and Privileges. Except with respect to sub-plans designed to be outside the scope of Section 423 of the Code, all Eligible
Employees of the Company (or of any Designated Subsidiary) shall have equal rights and privileges under this Plan to the extent
required under Section 423 of the Code or the regulations promulgated thereunder so that this Plan qualifies as an “employee
stock purchase plan” within the meaning of Section 423 of the Code or the Treasury Regulations thereunder and all Administrator
actions hereunder shall be interpreted accordingly. Any provision of this Plan that is inconsistent with Section 423 of the Code
or the Treasury Regulations thereunder shall, without further act or amendment by the Company or the Board, be reformed to comply
with the equal rights and privileges requirement of Section 423 of the Code or the Treasury Regulations thereunder.


 


7.16
      Titles and Headings, References to Sections of the Code or Exchange Act. The
titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text
of the Plan, rather than such titles or headings, shall control. References to sections of Applicable Law, including the Code,
the Securities Act or the Exchange Act shall include any amendment or successor thereto.


 


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