Exhibit 10.1


 


AERSALE CORPORATION

2020 EQUITY INCENTIVE PLAN


 


1.   Purpose.   The
purpose of the AerSale Corporation 2020 Equity Incentive Plan is to provide a means through which the Company and the other members
of the Company Group may attract and retain key personnel, and to provide a means whereby directors, officers, employees, consultants,
and advisors of the Company and the other members of the Company Group can acquire and maintain an equity interest in the Company,
or be paid incentive compensation, including incentive compensation measured by reference to the value of Common Stock, thereby
strengthening their commitment to the welfare of the Company Group and aligning their interests with those of the Company’s
stockholders.


 


2.   Definitions.   The
following definitions shall be applicable throughout the Plan.


 


(a)   “Absolute
Share Limit” has the meaning given to such term in Section 5(b) of the Plan.


 


(b)   “Adjustment
Event” has the meaning given to such term in Section 11(a) of the Plan.


 


(c)   “Affiliate”
means any Person that directly or indirectly controls, is controlled by, or is under common control with the Company. The term
 “control” (including, with correlative meaning, the terms “controlled by” and “under common control
with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of such Person, whether through the ownership of voting or other securities, by contract, or otherwise.


 


(d)   “Award”
means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Other Equity-Based Award, and Other Cash-Based Award granted under the Plan.


 


(e)   “Award
Agreement” means the document or documents by which each Award (other than an Other Cash-Based Award) is evidenced,
which may be in written or electronic form.


 


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


 


(g)   “Cause”
means, as to any Participant, unless the applicable Award Agreement states otherwise, (i) if such Participant is also a participant
in the Company’s Severance Plan at the time of the applicable Termination, “Cause”, as defined in such Severance
Plan as in effect at the time of such Termination, or (ii) if the Participant is not also a Participant in the Company’s
Severance Plan at the time of the applicable Termination, (A) the Participant is charged with (x) a felony, or (y) a
misdemeanor relating to the business of the Company or any of its Affiliates or involving moral turpitude; (B) the Participant’s
willful failure to substantially perform his or her duties with the Company or any of its Affiliates (other than any such failure
resulting from incapacity due to physical or mental illness); (C) the Participant’s engaging in (x) material misconduct
or wrongdoing, or illegal conduct in the course of carrying out the Participant’s duties with the Company or any of its Affiliates,
or (y) any act of material dishonesty involving the Participant’s employment with the Company or any of its Affiliates
(including, without limitation, fraud, misappropriation, or embezzlement); (D) the Participant’s material breach of
any written agreement with the Company or any of its Affiliates; (E) the Participant’s material violation of the Company’s
(or any of its Affiliates’) Code of Conduct or other policies applicable to the Participant (including, without limitation,
any policy regarding sexual harassment or discrimination); or (F) the Participant’s failure to reasonably cooperate
with a material internal investigation by the Company regarding any corporate conduct, misconduct, wrongdoing or illegal conduct;
provided, in any case, that a Participant’s resignation after an event that would be grounds for a Termination for
Cause will be treated as a Termination for Cause hereunder.


 






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(h)   “Change
in Control” means:


 


(i)   the acquisition (whether
by purchase, merger, consolidation, combination, or other similar transaction) by any Person of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% (on a fully diluted basis) of either (A) the
then-outstanding shares of Common Stock, taking into account as outstanding for this purpose such Common Stock issuable upon the
exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire
such Common Stock; or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote
generally in the election of directors; provided, however, that for purposes of the Plan, the following acquisitions shall
not constitute a Change in Control: (I) any acquisition by the Company or any Affiliate; or (II) any acquisition by any
employee benefit plan sponsored or maintained by the Company or any Affiliate;


 


(ii)   during any period
of 12 months, individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board; provided, that any Person becoming a director subsequent
to the Effective Date, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent
Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such Person
is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided,
however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened
election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with respect
to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any Person
other than the Board shall be deemed to be an Incumbent Director;


 


(iii)   a merger or consolidation
of the Company with any other company, 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;


 


(iv)   the sale, transfer,
or other disposition of all or substantially all of the assets of the Company Group (taken as a whole) to any Person that is not
an Affiliate of the Company; or


 


(v)   the date of a complete
liquidation or dissolution of the Company.


 


Notwithstanding the foregoing, (x) the
consummation of any of the transactions contemplated by that certain Agreement and Plan of Merger, by and among Monocle Acquisition
Corporation (“Monocle”), 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. (“LGP”),
dated as of December 8, 2019 (as amended from time to time, the “Merger Agreement”), and (y) any
transaction with Monocle, LGP, and their respective Affiliates, shall not constitute a Change in Control for purposes of this Plan
or any benefits provided hereunder.


 


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


 


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






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(i)   “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.


 


(j)   “Committee”
means the Compensation Committee of the Board or any properly delegated subcommittee thereof or, if no such Compensation Committee
or subcommittee thereof exists, the Board.


 


(k)   “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).


 


(l)   “Company”
means AerSale Corporation, a Delaware corporation, and any successor thereto.


 


(m)   “Company
Group” means, collectively, the Company and its Subsidiaries.


 


(n)   “Date
of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified
in such authorization.


 


(o)   “Detrimental
Activity” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information
of any member of the Company Group; (ii) any activity that would be grounds to terminate the Participant’s employment
or service with the Service Recipient for Cause; (iii) a breach by the Participant of any restrictive covenant by which such
Participant is bound, including, without limitation, any covenant not to compete or not to solicit, in any agreement with any member
of the Company Group, or (iv) fraud or conduct contributing to any financial restatements or irregularities, as determined
by the Committee in its sole discretion.


 


(p)   “Disability”
means, as to any Participant, unless the applicable Award Agreement states otherwise, (i) if such Participant is also a participant
in the Company’s Severance Plan at the time of the applicable Termination, “Disability”, as defined in such Severance
Plan as in effect at the time of such Termination; or (ii) if such Participant is not also a participant in the Company’s
Severance Plan at the time of the applicable Termination, the Participant becomes eligible to receive income replacement benefits
under any long-term disability plan covering employees of the Company or any of its Affiliates, or, if no such disability plan
is maintained by the Company, “Disability” means the Participant is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment, which can be expected to result in death or can be expected
to last for a continuous period of not less than twelve (12) months, as determined by the Company (or its designee) in its sole
and absolute discretion.


 


(q)   “Effective
Date” means the date on which the transactions contemplated by the Merger Agreement are consummated.


 


(r)   “Eligible
Person” means any: (i) individual employed by any member of the Company Group; provided, however, that
no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility
is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director or officer
of any member of the Company Group; or (iii) consultant or advisor to any member of the Company Group who may be offered securities
registrable pursuant to a registration statement on Form S-8 under the Securities Act, who, in the case of each of clauses
(i) through (iii) above, has entered into an Award Agreement or who has received written notification from the Committee
or its designee that they have been selected to participate in the Plan.


 


(s)   “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.


 


(t)   “Exercise
Price” has the meaning given to such term in Section 7(b) of the Plan.






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(u)   “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.


 


(v)   “GAAP”
has the meaning given to such term in Section 7(d) of the Plan.


 


(w)   “Immediate
Family Members” has the meaning given to such term in Section 13(b) of the Plan.


 


(x)   “Incentive
Stock Option” means an Option which is designated by the Committee as an incentive stock option as described in Section 422
of the Code and otherwise meets the requirements set forth in the Plan.


 


(y)   “Indemnifiable
Person” has the meaning given to such term in Section 4(e) of the Plan.


 


(z)   “Non-Employee
Director” means a member of the Board who is not an employee of any member of the Company Group.


 


(aa)   “Nonqualified
Stock Option” means an Option which is not designated by the Committee as an Incentive Stock Option.


 


(bb)   “Option”
means an Award granted under Section 7 of the Plan.


 


(cc)   “Option
Period” has the meaning given to such term in Section 7(c) of the Plan.


 


(dd)   “Other
Cash-Based Award” means an Award that is granted under Section 10 of the Plan that is denominated and/or payable
in cash.


 


(ee)   “Other
Equity-Based Award” means an Award that is not an Option, Stock Appreciation Right, Restricted Stock, or Restricted
Stock Unit that is granted under Section 10 of the Plan and is (i) payable by delivery of Common Stock and/or (ii) measured
by reference to the value of Common Stock.


 


(ff)   “Participant”
means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to
the Plan.


 


(gg)   “Permitted
Transferee” has the meaning given to such term in Section 13(b) of the Plan.


 


(hh)   “Person”
means any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).


 


(ii)   “Plan”
means this AerSale Corporation 2020 Equity Incentive Plan, as it may be amended and/or restated from time to time.


 


(jj)   “Qualifying
Director” means a Person who is, with respect to actions intended to obtain an exemption from Section 16(b) of
the Exchange Act pursuant to Rule 16b-3 under the Exchange Act, a “non-employee director” within the meaning of
Rule 16b-3 under the Exchange Act.


 


(kk)   “Restricted
Period” means the period of time determined by the Committee during which an Award is subject to restrictions, including
vesting conditions.


 


(ll)   “Restricted
Stock” means Common Stock, subject to certain specified restrictions (which may include, without limitation, a requirement
that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under
Section 9 of the Plan.






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(mm)   “Restricted
Stock Unit” means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities, or
other property, subject to certain restrictions (which may include, without limitation, a requirement that the Participant remain
continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.


 


(nn)   “SAR
Period” has the meaning given to such term in Section 8(c) of the Plan.


 


(oo)   “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.


 


(pp)   “Service
Recipient” means, with respect to a Participant holding a given Award, the member of the Company Group by which the
original recipient of such Award is, or following a Termination was most recently, principally employed or to which such original
recipient provides, or following a Termination was most recently providing, services, as applicable.


 


(qq)   “Stock
Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.


 


(rr)   “Strike
Price” has the meaning given to such term in Section 8(b) of the Plan.


 


(ss)   “Subsidiary”
means, with respect to any specified Person:


 


(i)   any corporation, association,
or other business entity of which more than 50% of the total voting power of shares of such entity’s voting securities (without
regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that
effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of
the other Subsidiaries of that Person (or a combination thereof); and


 


(ii)   any partnership (or
any comparable foreign entity) (A) the sole general partner (or functional equivalent thereof) or the managing general partner
of which is such Person or Subsidiary of such Person or (B) the only general partners (or functional equivalents thereof)
of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


(tt)   “Substitute
Awards” has the meaning given to such term in Section 5(e) of the Plan.


 


(uu)   “Termination”
means the termination of a Participant’s employment or service, as applicable, with the Service Recipient for any reason
(including death or Disability).


 


3.   Effective
Date; Duration.   The Plan shall be effective as of the Effective Date. The expiration date of the Plan, on
and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however,
that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply
to such Awards.


 


4.   Administration.


 


(a)   General.   The
Committee shall administer the Plan (except as otherwise permitted herein). To the extent required to comply with the provisions
of Rule 16b-3 promulgated under the Exchange Act (if the Board is not acting as the Committee under the Plan), it is intended
that each member of the Committee shall, at the time such member takes any action with respect to an Award under the Plan that
is intended to qualify for the exemptions provided by Rule 16b-3 promulgated under the Exchange Act, be a Qualifying Director.
However, the fact that a Committee member shall fail to qualify as a Qualifying Director shall not invalidate any Award granted
by the Committee that is otherwise validly granted under the Plan.






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(b)   Committee
Authority.   Subject to the provisions of the Plan and applicable law, the Committee shall have the sole
and plenary authority, in addition to other express powers and authorizations conferred on the Committee by the Plan, to:
(i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant;
(iii) determine the number of shares of Common Stock to be covered by, or with respect to which payments, rights, or
other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award;
(v) determine whether, to what extent, and under what circumstances Awards may be settled in, or exercised for, cash,
shares of Common Stock, other securities, other Awards, or other property, or canceled, forfeited, or suspended and the
method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether,
to what extent, and under what circumstances the delivery of cash, shares of Common Stock, other securities, other Awards, or
other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election
of the Participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect
in, and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan;
(viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall
deem appropriate for the proper administration of the Plan; and (ix) make any other determination and take any other
action that the Committee deems necessary or desirable for the administration of the Plan.


 


(c)   Delegation.   Except
to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer
quotation system on which the securities of the Company are listed or traded, the Committee may allocate all or any portion of
its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and
powers to any Person or Persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time.
Without limiting the generality of the foregoing, the Committee may delegate to one or more officers of any member of the Company
Group the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election which is the responsibility
of, or which is allocated to, the Committee herein, and which may be so delegated as a matter of law, except for grants of Awards
to Non-Employee Directors. Notwithstanding the foregoing in this Section 4(c), it is intended that any action under the Plan
intended to qualify for an exemption provided by Rule 16b-3 promulgated under the Exchange Act related to Persons who are
subject to Section 16 of the Exchange Act will be taken only by the Board or by a committee or subcommittee of two or more
Qualifying Directors. However, the fact that any member of such committee or subcommittee shall fail to qualify as a Qualifying
Director shall not invalidate any action that is otherwise valid under the Plan.


 


(d)   Finality of Decisions.   Unless
otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with
respect to the Plan, any Award, or any Award Agreement shall be within the sole discretion of the Committee, may be made at any
time, and shall be final, conclusive, and binding upon all Persons, including, without limitation, any member of the Company Group,
any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.


 


(e)   Indemnification.   No
member of the Board, the Committee, or any employee or agent of any member of the Company Group (each such Person, an
 “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or any
determination made with respect to the Plan or any Award hereunder (unless constituting fraud or a willful criminal act or
omission). Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost,
liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in
connection with or resulting from any action, suit, or proceeding to which such Indemnifiable Person may be a party or in
which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken or determination made
with respect to the Plan or any Award hereunder and against and from any and all amounts paid by such Indemnifiable Person
with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any
judgment in any such action, suit, or proceeding against such Indemnifiable Person, and the Company shall advance to such
Indemnifiable Person any such expenses promptly upon written request (which request shall include an undertaking by the
Indemnifiable Person to repay the amount of such advance if it shall ultimately be determined, as provided below, that the
Indemnifiable Person is not entitled to be indemnified); provided, that the Company shall have the right, at its own
expense, to assume and defend any such action, suit, or proceeding and once the Company gives notice of its intent to assume
the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing
right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final
adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts,
omissions, or determinations of such Indemnifiable Person giving rise to the indemnification claim resulted from such
Indemnifiable Person’s fraud or willful criminal act or omission or that such right of indemnification is otherwise
prohibited by law or by the organizational documents of any member of the Company Group. The foregoing right of
indemnification shall not be exclusive of or otherwise supersede any other rights of indemnification to which such
Indemnifiable Persons may be entitled under the organizational documents of any member of the Company Group, as a matter of
law, under an individual indemnification agreement or contract, or otherwise, or any other power that the Company may have to
indemnify such Indemnifiable Persons or hold such Indemnifiable Persons harmless.






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(f)   Board Authority.   Notwithstanding
anything to the contrary contained in the Plan, the Board, acting by a majority of its members in office, shall conduct the general
administration of the Plan with respect to Awards granted to Non-Employee Directors and may, in its sole discretion, at any time
and from time to time, grant Awards and administer the Plan with respect to such Awards. Any such actions by the Board shall be
subject to the applicable rules of the securities exchange or inter-dealer quotation system on which the Common Stock is listed
or quoted. In any such case, the Board shall have all the authority granted to the Committee under the Plan.


 


5.   Grant
of Awards; Shares Subject to the Plan; Limitations.


 


(a)   Grants.   The
Committee may, from time to time, grant Awards to one or more Eligible Persons. All Awards granted under the Plan shall vest and
become exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee, including,
without limitation, attainment of any performance conditions or metrics deemed appropriate by the Committee.


 


(b)   Share Reserve
and Limits.   Awards granted under the Plan shall be subject to the following limitations: (i) subject
to Section 11 of the Plan, no more than 4,200,000 shares of Common Stock (the “Absolute Share Limit”)
shall be available for Awards under the Plan; (ii) subject to Section 11 of the Plan, no more than the number of shares
of Common Stock equal to the Absolute Share Limit may be issued in the aggregate pursuant to the exercise of Incentive Stock Options
granted under the Plan; and (iii) during a single fiscal year, each Non-Employee Director shall be granted a number of shares
of Common Stock subject to Awards, taken together with any cash fees paid to such Non-Employee Director during such fiscal year,
equal to (A) a total value of $300,000 (calculating the value of any such Awards based on the grant date fair value of
such Awards for financial reporting purposes) or (B) such lower amount as determined by the Board prior to the Date of Grant,
either as part of the Company’s Non-Employee Director compensation program or as otherwise determined by the Board in the
event of any change to such Non-Employee Director’s compensation program or for any particular period of service. To the
extent the Board makes a determination pursuant to clause (iii)(B) above with respect to any year of service, such determination
shall in no event be applicable to any subsequent year of service without a further determination by the Board in respect of any
subsequent year of service.


 


(c)   Share Counting.   Other
than with respect to Substitute Awards, to the extent that an Award expires or is canceled, forfeited, terminated, settled in cash,
or otherwise is settled without issuance to the Participant of the full number of shares of Common Stock to which the Award related,
the unissued shares of Common Stock will again be available for grant under the Plan. Shares of Common Stock withheld in payment
of the Exercise Price, or taxes relating to an Award, and shares equal to the number of shares surrendered in payment of any Exercise
Price, or taxes relating to an Award, shall be deemed to constitute shares not issued to the Participant and shall be deemed to
again be available for Awards under the Plan; provided, however, that such shares shall not become available for issuance
hereunder if either: (i) the applicable shares are withheld or surrendered following the termination of the Plan; or (ii) at
the time the applicable shares are withheld or surrendered, it would constitute a material revision of the Plan subject to stockholder
approval under any then-applicable rules of the national securities exchange on which the Common Stock is listed.


 


(d)   Source of Shares.   Shares
of Common Stock issued by the Company in settlement of Awards may be authorized and unissued shares, shares of Common Stock held
in the treasury of the Company, shares of Common Stock purchased on the open market or by private purchase, or a combination of
the foregoing.






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(e)   Substitute Awards.   Awards
may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding Awards
previously granted by an entity directly or indirectly acquired by the Company or with which the Company combines (“Substitute
Awards”). Substitute Awards shall not be counted against the Absolute Share Limit; provided, that Substitute
Awards issued in connection with the assumption of, or in substitution for, outstanding Options intended to qualify as “incentive
stock options” within the meaning of Section 422 of the Code shall be counted against the aggregate number of shares
of Common Stock available for Awards of Incentive Stock Options under the Plan. Subject to applicable stock exchange requirements
and applicable law, available shares of Common Stock under a stockholder-approved plan of an entity directly or indirectly acquired
by the Company or with which the Company combines (as appropriately adjusted to reflect the acquisition or combination transaction)
may be used for Awards under the Plan and shall not reduce the number of shares of Common Stock available for issuance under the
Plan.


 


6.   Eligibility.   Participation
in the Plan shall be limited to Eligible Persons.


 


7.   Options.


 


(a)   General.   Each
Option granted under the Plan shall be evidenced by an Award Agreement, which agreement need not be the same for each Participant.
Each Option so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent
with the Plan as may be reflected in the applicable Award Agreement. All Options granted under the Plan shall be Nonqualified Stock
Options unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive
Stock Options shall be granted only to Eligible Persons who are employees of a member of the Company Group, and no Incentive Stock
Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option
shall be treated as an Incentive Stock Option unless the Plan has been approved by the stockholders of the Company in a manner
intended to comply with the stockholder approval requirements of Section 422(b)(1) of the Code; provided, that
any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such
approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In
the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to, and comply with, such rules as
may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option (or any
portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or portion
thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.


 


(b)   Exercise Price.   Except
as otherwise provided by the Committee in the case of Substitute Awards, the exercise price (“Exercise Price”)
per share of Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share (determined as of
the Date of Grant); provided, however, that in the case of an Incentive Stock Option granted to an employee who, at the
time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock of any member
of the Company Group, the Exercise Price per share shall be no less than 110% of the Fair Market Value per share on the Date of
Grant.


 


(c)   Vesting and Expiration;
Termination.


 


(i)   Options
shall vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee
including, without limitation, those set forth in Section 5(a) of the Plan; provided, however, that notwithstanding
any such vesting dates or events, the Committee may in its sole discretion accelerate the vesting of any Options at any time and
for any reason. Options shall expire upon a date determined by the Committee, not to exceed ten years from the Date of Grant
(the “Option Period”); provided, that if the Option Period (other than in the case of an Incentive
Stock Option) would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s insider trading
policy (or Company-imposed “blackout period”), then the Option Period shall be automatically extended until the 30th
day following the expiration of such prohibition. Notwithstanding the foregoing, in no event shall the Option
Period exceed five years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the
Date of Grant owns stock representing more than 10% of the voting power of all classes of stock of any member of the Company Group.






    8


     


    







 


(ii)   Unless otherwise
provided by the Committee, whether in an Award Agreement or otherwise, in the event of: (A) a Participant’s Termination
by the Service Recipient for Cause, all outstanding Options granted to such Participant shall immediately terminate and expire;
(B) a Participant’s Termination due to death or Disability, each outstanding unvested Option granted to such Participant
shall immediately terminate and expire, and each outstanding vested Option shall remain exercisable for one year thereafter (but
in no event beyond the expiration of the Option Period); and (C) a Participant’s Termination for any other reason, each
outstanding unvested Option granted to such Participant shall immediately terminate and expire, and each outstanding vested Option
shall remain exercisable for 90 days thereafter (but in no event beyond the expiration of the Option Period).


 


(d)   Method of Exercise
and Form of Payment.   No shares of Common Stock shall be issued pursuant to any exercise of an Option
until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an
amount equal to any Federal, state, local, and non-U.S. income, employment, and any other applicable taxes required to be withheld.
Options which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company (or
telephonic instructions to the extent provided by the Committee) in accordance with the terms of the Option accompanied by payment
of the Exercise Price. Unless otherwise provided by the Committee, whether in an Award Agreement or otherwise, the Exercise Price
shall be payable: (i) in cash, check, cash equivalent, and/or shares of Common Stock valued at the Fair Market Value at the
time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership
of a sufficient number of shares of Common Stock in lieu of actual issuance of such shares to the Company); provided, that
such shares of Common Stock are not subject to any pledge or other security interest and have been held by the Participant for
at least six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting
treatment applying generally accepted accounting principles (“GAAP”)); or (ii) by such other method
as the Committee may permit in its sole discretion, including, without limitation (A) in other property having a fair market
value on the date of exercise equal to the Exercise Price; (B) if there is a public market for the shares of Common Stock
at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered (including
telephonically to the extent permitted by the Committee) a copy of irrevocable instructions to a stockbroker to sell the shares
of Common Stock otherwise issuable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the
Exercise Price; or (C) a “net exercise” procedure effected by withholding the minimum number of shares of Common
Stock otherwise issuable in respect of an Option that is needed to pay the Exercise Price. Any fractional shares of Common Stock
shall be settled in cash.


 


(e)   Notification upon
Disqualifying Disposition of an Incentive Stock Option.   Each Participant awarded an Incentive Stock Option
under the Plan shall notify the Company in writing immediately after the date the Participant makes a disqualifying disposition
of any share of Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any
disposition (including, without limitation, any sale) of such share of Common Stock before the later of (i) the date that
is two years after the Date of Grant of the Incentive Stock Option, or (ii) the date that is one year after the date
of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established
by the Committee, retain possession, as agent for the applicable Participant, of any share of Common Stock acquired pursuant to
the exercise of an Incentive Stock Option until the end of the period described in the preceding sentence, subject to complying
with any instructions from such Participant as to the sale of such share of Common Stock.


 


(f)   Compliance With
Laws, etc.    Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an
Option in a manner which the Committee determines would violate the Sarbanes-Oxley Act of 2002, as it may be amended from time
to time, or any other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or
the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of
the Company are listed or traded.






    9


     


    

 





8.   Stock
Appreciation Rights.


 


(a)   General.   
Each SAR granted under the Plan shall be evidenced by an Award Agreement. Each SAR so granted shall be subject to the conditions
set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable
Award Agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons
independent of any Option.


 


(b)   Strike Price.   Except
as otherwise provided by the Committee in the case of Substitute Awards, the strike price (“Strike Price”)
per share of Common Stock for each SAR shall not be less than 100% of the Fair Market Value of such share (determined as of the
Date of Grant). Notwithstanding the foregoing, a SAR granted in tandem with (or in substitution for) an Option previously granted
shall have a Strike Price equal to the Exercise Price of the corresponding Option.


 


(c)   Vesting and Expiration;
Termination.


 


(i)   A
SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration
provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable in such manner
and on such date or dates or upon such event or events as determined by the Committee including, without limitation, those set
forth in Section 5(a) of the Plan; provided, however, that notwithstanding any such vesting dates or events,
the Committee may, in its sole discretion, accelerate the vesting of any SAR at any time and for any reason. SARs shall expire
upon a date determined by the Committee, not to exceed ten years from the Date of Grant (the “SAR Period”);
provided, that if the SAR Period would expire at a time when trading in the shares of Common Stock is prohibited by the
Company’s insider trading policy (or Company-imposed “blackout period”), then the SAR Period shall be automatically
extended until the 30th day following the expiration of such prohibition.


 


(ii)   Unless otherwise
provided by the Committee, whether in an Award Agreement or otherwise, in the event of: (A) a Participant’s Termination
by the Service Recipient for Cause, all outstanding SARs granted to such Participant shall immediately terminate and expire; (B) a
Participant’s Termination due to death or Disability, each outstanding unvested SAR granted to such Participant shall immediately
terminate and expire, and each outstanding vested SAR shall remain exercisable for one year thereafter (but in no event beyond
the expiration of the SAR Period); and (C) a Participant’s Termination for any other reason, each outstanding unvested
SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable
for 90 days thereafter (but in no event beyond the expiration of the SAR Period).


 


(d)   Method of Exercise.   SARs
which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance
with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded.


 


(e)   Payment.   Upon
the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that
is being exercised multiplied by the excess of the Fair Market Value of one share of Common Stock on the exercise date over the
Strike Price, less an amount equal to any Federal, state, local, and non-U.S. income, employment, and any other applicable taxes
required to be withheld. The Company shall pay such amount in cash, in shares of Common Stock valued at Fair Market Value, or any
combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in cash.


 


9.   Restricted
Stock and Restricted Stock Units.


 


(a)   General.   Each
grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement. Each Restricted Stock and Restricted
Stock Unit so granted shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent
with the Plan as may be reflected in the applicable Award Agreement.






    10


     


    







 


(b)   Stock Certificates
and Book-Entry Notation; Escrow or Similar Arrangement.   Upon the grant of Restricted Stock, the Committee
shall cause a stock certificate registered in the name of the Participant to be issued or shall cause share(s) of Common Stock
to be registered in the name of the Participant and held in book-entry form subject to the Company’s directions and, if the
Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than issued to the Participant
pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver
to the Company (i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate stock power
(endorsed in blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute and
deliver (in a manner permitted under Section 13(a) of the Plan or as otherwise determined by the Committee) an agreement
evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank stock power within the amount of time
specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this Section 9 and
the applicable Award Agreement, a Participant generally shall have the rights and privileges of a stockholder as to shares of Restricted
Stock, including, without limitation, the right to vote such Restricted Stock and receive dividends in respect of such Restricted
Stock, subject to the limitations set forth in Section 13(c)(ii). To the extent shares of Restricted Stock are forfeited,
any stock certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the
Participant to such shares and as a stockholder with respect thereto shall terminate without further obligation on the part of
the Company. A Participant shall have no rights or privileges as a stockholder as to Restricted Stock Units.


 


(c)   Vesting; Termination.


 


(i)   Restricted Stock and
Restricted Stock Units shall vest, and any applicable Restricted Period shall lapse, in such manner and on such date or dates or
upon such event or events as determined by the Committee including, without limitation, those set forth in Section 5(a) of
the Plan; provided, however, that notwithstanding any such dates or events, the Committee may, in its sole discretion,
accelerate the vesting of any Restricted Stock or Restricted Stock Unit or the lapsing of any applicable Restricted Period at any
time and for any reason.


 


(ii)   Unless otherwise
provided by the Committee, whether in an Award Agreement or otherwise, in the event of a Participant’s Termination for any
reason prior to the time that such Participant’s Restricted Stock or Restricted Stock Units, as applicable, have vested,
(A) all vesting with respect to such Participant’s Restricted Stock or Restricted Stock Units, as applicable, shall
cease and (B) unvested shares of Restricted Stock and unvested Restricted Stock Units, as applicable, shall be forfeited to
the Company by the Participant for no consideration as of the date of such Termination.


 


(d)   Issuance of Restricted
Stock and Settlement of Restricted Stock Units.


 


(i)   Upon the expiration
of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable Award Agreement
shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an
escrow arrangement is used, upon such expiration the Company shall issue to the Participant or the Participant’s beneficiary,
without charge, the stock certificate (or, if applicable, a notice evidencing a book-entry notation) evidencing the shares of Restricted
Stock which have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest
full share).


 


(ii)   Unless
otherwise provided by the Committee in an Award Agreement or otherwise, upon the expiration of the Restricted Period with
respect to any outstanding Restricted Stock Units, the Company shall issue to the Participant or the Participant’s
beneficiary, without charge, one share of Common Stock (or other securities or other property, as applicable) for each such
outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect to
(A) pay cash or part cash and part shares of Common Stock in lieu of issuing only shares of Common Stock in respect of
such Restricted Stock Units or (B) defer the issuance of shares of Common Stock (or cash or part cash and part shares of
Common Stock, as the case may be) beyond the expiration of the Restricted Period if such extension would not cause adverse
tax consequences under Section 409A of the Code. If a cash payment is made in lieu of issuing shares of Common Stock in
respect of such Restricted Stock Units, the amount of such payment shall be equal to the Fair Market Value per share of the
Common Stock as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units.






    11


     


    

 


(e)   Legends on Restricted
Stock.   Each certificate, if any, or book entry representing Restricted Stock awarded under the Plan, if any,
shall bear a legend or book entry notation substantially in the form of the following, in addition to any other information the
Company deems appropriate, until the lapse of all restrictions with respect to such shares of Common Stock:


 


TRANSFER OF THIS CERTIFICATE AND THE SHARES
REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE AERSALE CORPORATION 2020 EQUITY INCENTIVE PLAN AND A RESTRICTED STOCK
AWARD AGREEMENT BETWEEN AERSALE CORPORATION AND THE PARTICIPANT. A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL
EXECUTIVE OFFICES OF AERSALE CORPORATION.


 


10.   Other
Equity-Based Awards and Other Cash-Based Awards.   The Committee may grant Other Equity-Based Awards
and Other Cash-Based Awards under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts and dependent
on such conditions as the Committee shall from time to time in its sole discretion determine including, without limitation, those
set forth in Section 5(a) of the Plan. Each Other Equity-Based Award granted under the Plan shall be evidenced by an
Award Agreement and each Other Cash-Based Award granted under the Plan shall be evidenced in such form as the Committee may determine
from time to time. Each Other Equity-Based Award or Other Cash-Based Award, as applicable, so granted shall be subject to such
conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement or other form evidencing such Award,
including, without limitation, those set forth in Section 13(c) of the Plan.


 


11.   Changes
in Capital Structure and Similar Events.   Notwithstanding any other provision in this Plan to the contrary,
the following provisions shall apply to all Awards granted hereunder (other than Other Cash-Based Awards):


 


(a)   General.   In
the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares
of Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, split-off, spin-off, combination, repurchase, or exchange of shares of Common Stock or other securities
of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other
similar corporate transaction or event that affects the shares of Common Stock (including a Change in Control), or (ii) unusual
or nonrecurring events affecting the Company, including changes in applicable rules, rulings, regulations, or other requirements,
that the Committee determines, in its sole discretion, could result in dilution or enlargement of the rights intended to be granted
to, or available for, Participants (any event in (i) or (ii), an “Adjustment Event”), the Committee
shall, in respect of any such Adjustment Event, make such proportionate substitution or adjustment, if any, as it deems equitable,
to any or all of: (A) the Absolute Share Limit, or any other limit applicable under the Plan with respect to the number of
Awards which may be granted hereunder; (B) the number of shares of Common Stock or other securities of the Company (or number
and kind of other securities or other property) which may be issued in respect of Awards or with respect to which Awards may be
granted under the Plan; and (C) the terms of any outstanding Award, including, without limitation, (I) the number of
shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) subject to
outstanding Awards or to which outstanding Awards relate; (II) the Exercise Price or Strike Price with respect to any Award;
or (III) any applicable performance measures; provided, that in the case of any “equity restructuring”
(within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement
thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring.
Any adjustment under this Section 11 shall be conclusive and binding for all purposes.






    12


     


    

 


(b)   Adjustment Events.   Without
limiting the foregoing, except as may otherwise be provided in an Award Agreement, in connection with any Adjustment Event, the
Committee may, in its sole discretion, provide for any one or more of the following:


 





(i)   substitution or assumption
of Awards (or awards of an acquiring company), acceleration of the exercisability of, lapse of restrictions on, or termination
of Awards, or a period of time (which shall not be required to be more than ten days) for Participants to exercise outstanding
Awards prior to the occurrence of such event (and any such Award not so exercised shall terminate upon the occurrence of such event);
and


 


(ii)   subject to any limitations
or reductions as may be necessary to comply with Section 409A of the Code, cancellation of any one or more outstanding Awards
and payment to the holders of such Awards that are vested as of such cancellation (including, without limitation, any Awards that
would vest as a result of the occurrence of such event but for such cancellation or for which vesting is accelerated by the Committee
in connection with such event) the value of such Awards, if any, as determined by the Committee (which value, if applicable, may
be based upon the price per share of Common Stock received or to be received by other stockholders of the Company in such event),
including, without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if
any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Common Stock subject to such Option or
SAR over the aggregate Exercise Price or Strike Price of such Option or SAR (it being understood that, in such event, any Option
or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of a share of Common
Stock subject thereto may be canceled and terminated without any payment or consideration therefor), or, in the case of Restricted
Stock, Restricted Stock Units, or Other Equity-Based Awards that are not vested as of such cancellation, a cash payment or equity
subject to deferred vesting and delivery consistent with the vesting restrictions applicable to such Restricted Stock, Restricted
Stock Units, or Other Equity-Based Awards prior to cancellation, or the underlying shares in respect thereof.


 


Payments to holders pursuant to clause
(ii) above shall be made in cash or, in the sole discretion of the Committee, in the form of such other consideration necessary
for a Participant to receive property, cash, or securities (or combination thereof) as such Participant would have been entitled
to receive upon the occurrence of the transaction if the Participant had been, immediately prior to such transaction, the holder
of the number of shares of Common Stock covered by the Award at such time (less any applicable Exercise Price or Strike Price).


 


(c)   Other Requirements.   Prior
to any payment or adjustment contemplated under this Section 11, the Committee may require a Participant to (i) represent
and warrant as to the unencumbered title to the Participant’s Awards; (ii) bear such Participant’s pro rata
share of any post-closing indemnity obligations, and be subject to the same post-closing purchase price adjustments, escrow terms,
offset rights, holdback terms, and similar conditions as the other holders of Common Stock, subject to any limitations or reductions
as may be necessary to comply with Section 409A of the Code; and (iii) deliver customary transfer documentation as reasonably
determined by the Committee.


 


(d)   Fractional Shares.   Any
adjustment provided under this Section 11 may provide for the elimination of any fractional share that might otherwise become
subject to an Award.


 


(e)   Binding Effect.   Any
adjustment, substitution, determination of value or other action taken by the Committee under this Section 11 shall be conclusive
and binding for all purposes.


 


12.   Amendments
and Termination.


 


(a)   Amendment and
Termination of the Plan.   The Board may amend, alter, suspend, discontinue, or terminate the Plan or any
portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuance, or termination
shall be made without stockholder approval if: (i) such approval is necessary to comply with any regulatory requirement
applicable to the Plan (including, without limitation, as necessary to comply with any rules or regulations of any
securities exchange or inter-dealer quotation system on which the securities of the Company may be listed or quoted) or for
changes in GAAP to new accounting standards; (ii) it would increase the number of securities which may be issued under
the Plan (except for increases pursuant to Section 5 or 11 of the Plan), or (iii) it would materially modify the
requirements for participation in the Plan; provided, further, that any such amendment, alteration, suspension,
discontinuance, or termination that would materially and adversely affect the rights of any Participant or any holder or
beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected
Participant, holder, or beneficiary. Notwithstanding the foregoing, no amendment shall be made to the last proviso of
Section 12(b) of the Plan without stockholder approval.






    13


     


    

 


(b)   Amendment of Award
Agreements.   The Committee may, to the extent consistent with the terms of the Plan and any applicable Award
Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel, or terminate, any
Award theretofore granted or the associated Award Agreement, prospectively or retroactively (including after a Participant’s
Termination); provided, that, other than pursuant to Section 11, any such waiver, amendment, alteration, suspension,
discontinuance, cancellation, or termination that would materially and adversely affect the rights of any Participant with respect
to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; provided,
further, that without stockholder approval, except as otherwise permitted under Section 11 of the Plan, (i) no amendment
or modification may reduce the Exercise Price of any Option or the Strike Price of any SAR; (ii) the Committee may not cancel
any outstanding Option or SAR and replace it with a new Option or SAR (with a lower Exercise Price or Strike Price, as the case
may be) or other Award or cash payment that is greater than the intrinsic value (if any) of the canceled Option or SAR; and (iii) the
Committee may not take any other action which is considered a “repricing” for purposes of the stockholder approval
rules of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted.


 


13.   General.


 


(a)   Award Agreements.   Each
Award (other than an Other Cash-Based Award) under the Plan shall be evidenced by an Award Agreement, which shall be delivered
to the Participant to whom such Award was granted and shall specify the terms and conditions of the Award and any rules applicable
thereto, including, without limitation, the effect on such Award of the death, Disability, or Termination of a Participant, or
of such other events as may be determined by the Committee. For purposes of the Plan, an Award Agreement may be in any such form
(written or electronic) as determined by the Committee (including, without limitation, a Board or Committee resolution, an employment
agreement, a notice, a certificate, or a letter) evidencing the Award. The Committee need not require an Award Agreement to be
signed by the Participant or a duly authorized representative of the Company.


 


(b)   Nontransferability.


 


(i)   Each Award shall be
exercisable only by such Participant to whom such Award was granted during the Participant’s lifetime, or, if permissible
under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged,
attached, sold, or otherwise transferred or encumbered by a Participant (unless such transfer is specifically required pursuant
to a domestic relations order or by applicable law) other than by will or by the laws of descent and distribution and any such
purported assignment, alienation, pledge, attachment, sale, transfer, or encumbrance shall be void and unenforceable against any
member of the Company Group; provided, that the designation of a beneficiary shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer, or encumbrance.


 


(ii)   Notwithstanding the
foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a
Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award
Agreement to preserve the purposes of the Plan, to: (A) any Person who is a “family member” of the Participant,
as such term is used in the instructions to Form S-8 under the Securities Act or any successor form of registration statement
promulgated by the Securities and Exchange Commission (collectively, the “Immediate Family Members”);
(B) a trust solely for the benefit of the Participant and the Participant’s Immediate Family Members; (C) a partnership
or limited liability company whose only partners or stockholders are the Participant and the Participant’s Immediate Family
Members; or (D) a beneficiary to whom donations are eligible to be treated as “charitable contributions” for federal
income tax purposes (each transferee described in clauses (A), (B), (C), and (D) above is hereinafter referred to as a “Permitted
Transferee”); provided, that the Participant gives the Committee advance written notice describing the terms
and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply
with the requirements of the Plan.






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(iii)   The terms of any
Award transferred in accordance with clause (ii) above shall apply to the Permitted Transferee and any reference in the Plan
or in any applicable Award Agreement to a Participant shall be deemed to refer to the Permitted Transferee, except that: (A) Permitted
Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted
Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on
an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise of such Option if the Committee
determines, consistent with any applicable Award Agreement, that such a registration statement is necessary or appropriate; (C) neither
the Committee nor the Company shall be required to provide any notice to a Permitted Transferee, whether or not such notice is
or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D) the consequences
of a Participant’s Termination under the terms of the Plan and the applicable Award Agreement shall continue to be applied
with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee
only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement.


 


(c)   Dividends and Dividend
Equivalents.


 


(i)   The Committee may,
in its sole discretion, provide a Participant as part of an Award with dividends, dividend equivalents, or similar payments in
respect of Awards, payable in cash, shares of Common Stock, other securities, other Awards or other property, on a current or deferred
basis, on such terms and conditions as may be determined by the Committee in its sole discretion, including, without limitation,
payment directly to the Participant, withholding of such amounts by the Company subject to vesting of the Award or reinvestment
in additional shares of Common Stock, Restricted Stock or other Awards.


 


(ii)   Without limiting
the foregoing, unless otherwise provided in the Award Agreement, any dividend otherwise payable in respect of any share of Restricted
Stock that remains subject to vesting conditions at the time of payment of such dividend shall be retained by the Company, remain
subject to the same vesting conditions as the share of Restricted Stock to which the dividend relates and shall be delivered (without
interest) to the Participant within 15 days following the date on which such restrictions on such Restricted Stock lapse (and
the right to any such accumulated dividends shall be forfeited upon the forfeiture of the Restricted Stock to which such dividends
relate).


 


(iii)   To the extent provided
in an Award Agreement, the holder of outstanding Restricted Stock Units shall be entitled to be credited with dividend equivalent
payments (upon the payment by the Company of dividends on shares of Common Stock) either in cash or, in the sole discretion of
the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends (and interest may, in
the sole discretion of the Committee, be credited on the amount of cash dividend equivalents at a rate and subject to such terms
as determined by the Committee), which accumulated dividend equivalents (and interest thereon, if applicable) shall be payable
at the same time as the underlying Restricted Stock Units are settled following the date on which the Restricted Period lapses
with respect to such Restricted Stock Units, and if such Restricted Stock Units are forfeited, the Participant shall have no right
to such dividend equivalent payments (or interest thereon, if applicable).


 


(d)   Tax Withholding.


 


(i)   A Participant shall
be required to pay to the Company or one or more of its Subsidiaries, as applicable, an amount in cash (by check or wire transfer)
equal to the aggregate amount of any income, employment, and/or other applicable taxes that are statutorily required to be withheld
in respect of an Award. Alternatively, the Company or any of its Subsidiaries may elect, in its sole discretion, to satisfy this
requirement by withholding such amount from any cash compensation or other cash amounts owing to a Participant.


 


(ii)   Without
limiting the foregoing, the Committee may (but is not obligated to), in its sole discretion, permit or require a Participant
to satisfy all or any portion of the maximum income, employment, and/or other applicable taxes that are statutorily required
to be withheld with respect to an Award by: (A) the delivery of shares of Common Stock (which are not subject to any
pledge or other security interest) that have been both held by the Participant and vested for at least six months (or
such other period as established from time to time by the Committee in order to avoid adverse accounting treatment under
applicable accounting standards) having an aggregate Fair Market Value equal to such maximum statutorily required withholding
liability (or portion thereof); or (B) having the Company withhold from the shares of Common Stock otherwise issuable or
deliverable to, or that would otherwise be retained by, the Participant upon the grant, exercise, vesting, or settlement of
the Award, as applicable, a number of shares of Common Stock with an aggregate Fair Market Value equal to an amount, subject
to clause (iii) below, not in excess of such maximum statutorily required withholding liability (or portion
thereof).






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(iii)   The Committee, subject
to its having considered the applicable accounting impact of any such determination, has full discretion to allow Participants
to satisfy, in whole or in part, any additional income, employment, and/or other applicable taxes payable by them with respect
to an Award by electing to have the Company withhold from the shares of Common Stock otherwise issuable or deliverable to, or that
would otherwise be retained by, a Participant upon the grant, exercise, vesting, or settlement of the Award, as applicable, shares
of Common Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding
liability (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in a Participant’s
relevant tax jurisdictions).


 


(e)   Data Protection.   By
participating in the Plan or accepting any rights granted under it, each Participant consents to the collection and processing
of personal data relating to the Participant so that the Company and its Affiliates can fulfill their obligations and exercise
their rights under the Plan and generally administer and manage the Plan. This data will include, but may not be limited to, data
about participation in the Plan and shares offered or received, purchased, or sold under the Plan from time to time and other appropriate
financial and other data (such as the date on which the Awards were granted) about the Participant and the Participant’s
participation in the Plan.


 


(f)   No Claim to Awards;
No Rights to Continued Employment; Waiver.   No employee of any member of the Company Group, or other Person,
shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected
for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries
of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto
need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants
are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right
to be retained in the employ or service of the Service Recipient or any other member of the Company Group, nor shall it be construed
as giving any Participant any rights to continued service on the Board. The Service Recipient or any other member of the Company
Group may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability
or any claim under the Plan, unless otherwise expressly provided in the Plan or any Award Agreement. By accepting an Award under
the Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages
or severance entitlement related to non-continuation of the Award beyond the period provided under the Plan or any Award Agreement,
except to the extent of any provision to the contrary in any written employment contract or other agreement between the Service
Recipient and/or any member of the Company Group and the Participant, whether any such agreement is executed before, on, or after
the Date of Grant.


 


(g)   Designation and
Change of Beneficiary.   Each Participant may file with the Committee a written designation of one or more Persons
as the beneficiary or beneficiaries, as applicable, who shall be entitled to receive the amounts payable with respect to an Award,
if any, due under the Plan upon the Participant’s death. A Participant may, from time to time, revoke or change the Participant’s
beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such
designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation
thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be
effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be
deemed to be the Participant’s spouse or, if the Participant is unmarried at the time of death, the Participant’s estate.


 


(h)   Termination.   Except
as otherwise provided in an Award Agreement, unless determined otherwise by the Committee at any point following such event:
(i) neither a temporary absence from employment or service due to illness, vacation, or leave of absence (including,
without limitation, a call to active duty for military service through a Reserve or National Guard unit) nor a transfer from
employment or service with one Service Recipient to employment or service with another Service Recipient (or vice-versa)
shall be considered a Termination; and (ii) if a Participant undergoes a Termination, but such Participant continues to
provide services to the Company Group in a non-employee capacity, such change in status shall not be considered a Termination
for purposes of the Plan. Further, unless otherwise determined by the Committee, in the event that any Service Recipient
ceases to be a member of the Company Group (by reason of sale, divestiture, spin-off, or other similar transaction), unless a
Participant’s employment or service is transferred to another entity that would constitute a Service Recipient
immediately following such transaction, such Participant shall be deemed to have suffered a Termination hereunder as of the
date of the consummation of such transaction.






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(i)   No Rights as a
Stockholder.   Except as otherwise specifically provided in the Plan or any Award Agreement, no Person shall
be entitled to the privileges of ownership in respect of shares of Common Stock which are subject to Awards hereunder until such
shares have been issued or delivered to such Person.


 


(j)   Government and
Other Regulations.


 


(i)   The obligation of
the Company to settle Awards in shares of Common Stock or other consideration shall be subject to all applicable laws, rules, and
regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any
Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering
to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly registered for sale pursuant
to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel (if
the Company has requested such an opinion), satisfactory to the Company, that such shares may be offered or sold without such registration
pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The
Company shall be under no obligation to register for sale under the Securities Act any of the shares of Common Stock to be offered
or sold under the Plan. The Committee shall have the authority to provide that all shares of Common Stock or other securities of
any member of the Company Group issued under the Plan shall be subject to such stop-transfer orders and other restrictions as the
Committee may deem advisable under the Plan, the applicable Award Agreement, the Federal securities laws, or the rules, regulations,
and other requirements of the Securities and Exchange Commission and any securities exchange or inter-dealer quotation system on
which the securities of the Company are listed or quoted, and any other applicable Federal, state, local, or non-U.S. laws, rules,
regulations, and other requirements, and, without limiting the generality of Section 9 of the Plan, the Committee may cause
a legend or legends to be put on certificates representing shares of Common Stock or other securities of any member of the Company
Group issued under the Plan to make appropriate reference to such restrictions or may cause such Common Stock or other securities
of any member of the Company Group issued under the Plan in book-entry form to be held subject to the Company’s instructions
or subject to appropriate stop-transfer orders. Notwithstanding any provision in the Plan to the contrary, the Committee reserves
the right to add, at any time, any additional terms or provisions to any Award granted under the Plan that the Committee, in its
sole discretion, deems necessary or advisable in order that such Award complies with the legal requirements of any governmental
entity to whose jurisdiction the Award is subject.


 


(ii)   The Committee
may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions
and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from
the public markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of
Common Stock from the Company, and/or the Participant’s sale of Common Stock to the
public markets, illegal, impracticable, or inadvisable. If the Committee determines to cancel all or any portion of an Award
in accordance with the foregoing, the Company shall, subject to any limitations or reductions as may be necessary to comply
with Section 409A of the Code: (A) pay to the Participant an amount equal to the excess of (I) the aggregate
Fair Market Value of the shares of Common Stock subject to such Award or portion thereof canceled (determined as of the
applicable exercise date, or the date that the shares would have been vested or issued, as applicable), over (II) the
aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition
of issuance of shares of Common Stock (in the case of any other Award), with such amount being delivered to the Participant
as soon as practicable following the cancellation of such Award or portion thereof or (B) in the case of Restricted
Stock, Restricted Stock Units, or Other Equity-Based Awards, provide the Participant with a cash payment or equity subject to
deferred vesting and delivery consistent with the vesting restrictions applicable to such Restricted Stock, Restricted Stock
Units, or Other Equity-Based Awards, or the underlying shares in respect thereof.






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(k)   Section 83(b) Elections.   If
a Participant, in connection with the acquisition of shares of Common Stock under the Plan or otherwise, makes an election under
Section 83(b) of the Code or a similar provision of law, the Participant shall notify the Company of such election within
ten days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any
filing and notification required pursuant to Section 83(b) of the Code or other applicable provision.


 


(l)   Payments to Persons
Other Than Participants.   If the Committee shall find that any Person to whom any amount is payable under the
Plan is unable to care for the Participant’s affairs because of illness or accident, or is a minor, or has died, then any
payment due to such Person or the Participant’s estate (unless a prior claim therefor has been made by a duly appointed legal
representative) may, if the Committee so directs the Company, be paid to the Participant’s spouse, child, relative, an institution
maintaining or having custody of such Person, or any other Person deemed by the Committee to be a proper recipient on behalf of
such Person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and
the Company therefor.


 


(m)   Nonexclusivity
of the Plan.   Neither the adoption of the Plan by the Board nor the submission of the Plan to the stockholders
of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the granting of equity-based awards otherwise than under
the Plan, and such arrangements may be either applicable generally or only in specific cases.


 


(n)   No Trust or Fund Created.   Neither
the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship
between any member of the Company Group, on the one hand, and a Participant or other Person, on the other hand. No provision of
the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets
or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall
the Company be obligated to maintain separate bank accounts, books, records, or other evidence of the existence of a segregated
or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as
unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation
by performance of services, they shall have the same rights as other service providers under general law.


 


(o)   Reliance on Reports.   Each
member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be,
and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent
public accountant of any member of the Company Group and/or any other information furnished in connection with the Plan by any
agent of the Company or the Committee or the Board, other than himself or herself.


 


(p)   Relationship to
Other Benefits.   No payment under the Plan shall be taken into account in determining any benefits under any
pension, retirement, profit sharing, group insurance, or other benefit plan of the Company except as otherwise specifically provided
in such other plan or as required by applicable law.


 


(q)   Governing Law.   The
Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made
and performed wholly within the State of Delaware, without giving effect to the conflict of laws’ provisions thereof. EACH
PARTICIPANT WHO ACCEPTS AN AWARD IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION, OR OTHER PROCEEDING INSTITUTED
BY OR AGAINST SUCH PARTICIPANT IN RESPECT OF THE PARTICIPANT’S RIGHTS OR OBLIGATIONS HEREUNDER.






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(r)   Severability.   If
any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in
any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed
or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such
provision shall be construed or deemed stricken as to such jurisdiction, Person, or Award and the remainder of the Plan and any
such Award shall remain in full force and effect.


 


(s)   Obligations Binding
on Successors.   The obligations of the Company under the Plan shall be binding upon any successor corporation
or organization resulting from the merger, consolidation, or other reorganization of the Company, or upon any successor corporation
or organization succeeding to substantially all of the assets and business of the Company.


 


(t)   Section 409A
of the Code.


 


(i)   Notwithstanding any
provision of the Plan to the contrary, it is intended that the provisions of the Plan comply with (or are otherwise exempt from)
Section 409A of the Code, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the
requirements for avoiding taxes or penalties under Section 409A of the Code. Each Participant is solely responsible and liable
for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with the
Plan (including any taxes and penalties under Section 409A of the Code), and neither the Service Recipient nor any other member
of the Company Group shall have any obligation to indemnify or otherwise hold such Participant (or any beneficiary) harmless from
any or all of such taxes or penalties. With respect to any Award that is considered “deferred compensation” subject
to Section 409A of the Code, references in the Plan to “termination of employment” (and substantially similar
phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of
Section 409A of the Code, each of the payments that may be made in respect of any Award granted under the Plan is designated
as a separate payment.


 


(ii)   Notwithstanding anything
in the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of
the Code, no payments in respect of any Awards that are “deferred compensation” subject to Section 409A of the
Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A
of the Code) shall be made to such Participant prior to the date that is six months after the date of such Participant’s
 “separation from service” or, if earlier, the date of the Participant’s death. Following any applicable six-month
delay, all such delayed payments will be paid in a single lump sum (without interest) on the earliest date permitted under Section 409A
of the Code that is also a business day.


 


(iii)   Unless otherwise
provided by the Committee in an Award Agreement or otherwise, in the event that the timing of payments in respect of any Award
(that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) are accelerated
upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise to the
Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the
ownership of a substantial portion of the assets of a corporation, pursuant to Section 409A of the Code or (B) a Disability,
no such acceleration shall be permitted unless the Disability also satisfies the definition of “Disability” pursuant
to Section 409A of the Code.


 


(u)   Clawback/Repayment.   All
Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any
clawback, forfeiture or other similar policy adopted by the Board or the Committee and as in effect from time to time; and (ii) applicable
law. Further, unless otherwise determined by the Committee, to the extent that the Participant receives any amount in excess of
the amount that the Participant should otherwise have received under the terms of the Award for any reason (including, without
limitation, by reason of a financial restatement, mistake in calculations, or other administrative error), the Participant shall
be required to repay any such excess amount to the Company.






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(v)   Detrimental Activity.   Notwithstanding
anything to the contrary contained herein, if a Participant has engaged in any Detrimental Activity, as determined by the Committee,
the Committee may, in its sole discretion, provide for one or more of the following:


 


(i)   cancellation of any
or all of such Participant’s outstanding Awards; or


 


(ii)   forfeiture by the
Participant of any gain realized on the vesting or exercise of Awards, and repayment of any such gain promptly to the Company.


 


(w)   Right of Offset.   The
Company will have the right to offset against its obligation to deliver shares of Common Stock (or other property or cash) under
the Plan or any Award Agreement any outstanding amounts (including, without limitation, travel and entertainment or advance account
balances, loans, repayment obligations under any Awards, or amounts repayable to the Company pursuant to tax equalization, housing,
automobile, or other employee programs) that the Participant then owes to any member of the Company Group and any amounts the Committee
otherwise deems appropriate pursuant to any tax equalization policy or agreement. Notwithstanding the foregoing, if an Award is
 “deferred compensation” subject to Section 409A of the Code, the Committee will have no right to offset against
its obligation to deliver shares of Common Stock (or other property or cash) under the Plan or any Award Agreement if such offset
could subject the Participant to the additional tax imposed under Section 409A of the Code in respect of an outstanding Award.


 


(x)   Expenses; Titles
and Headings.   The expenses of administering the Plan shall be borne by the Company Group. 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.






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