Exhibit
10.14


 


CURIOSITYSTREAM
INC.

2020 OMNIBUS INCENTIVE PLAN


 


PURPOSES


 


This
CuriosityStream Inc. 2020 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”),
is intended to promote the interests of CuriosityStream Inc. (the “Company”) and its Subsidiaries and
its shareholders by (i) attracting and retaining directors, executive officers, employees and consultants of outstanding ability;
(ii) motivating such individuals by means of performance-related incentives to achieve the longer-range performance goals of the
Company and its Subsidiaries; and (iii) enabling such individuals to participate in the long-term growth and financial success
of the Company.


 


		1.	DEFINITIONS



 


Whenever
the following terms are used in this Plan, they shall have the meanings specified below unless the context clearly indicates to
the contrary.


 


		(a)	“Administrator”
means the Compensation Committee of the Board unless otherwise determined by the Board from time to time. In exercising its discretion
hereunder, the Board shall endeavor to cause the Administrator to satisfy any requirements applicable to qualify for an exemption
available under Rule 16b-3 promulgated under the Exchange Act or any other regulatory or administrative requirements that may
be applicable with respect to Awards granted hereunder.



 


		(b)	“Affiliate”
means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control
with, such Person where “control” (including the terms “controlling,” “controlled by,” and
“under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction
of the management and policies of a Person, whether through the ownership of securities, by contract, or otherwise.



 


		(c)	“Alternative
Award” has the meaning set forth in Section 10.1.



 


		(d)	“Alternative
Performance Awards” has the meaning set forth in Section 10.2.



 


		(e)	“Award”
means any Option, Restricted Stock, Restricted Stock Unit, Performance Award, SAR, Dividend Equivalent or other Stock-Based Award
granted to a Participant pursuant to the Plan, including an Award combining two or more types of Awards into a single grant.



 


		(f)	“Award
Agreement” means any written agreement, contract or other instrument or document evidencing an Award, including
through an electronic medium. The Administrator may provide for the use of electronic, internet or other non-paper Award Agreements,
and the use of electronic, internet or other non-paper means for the Participant’s acceptance of, or actions under, an Award
Agreement unless otherwise expressly specified herein.



 


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












 


		(h)	“Cause”
means, unless otherwise provided in the Award Agreement, any of the following: (a) the Participant’s commission of a crime
involving fraud, theft, false statements or other similar acts or commission of any crime that is a felony (or comparable classification
in a jurisdiction that does not use these terms); (b) the Participant’s engaging in any conduct that constitutes an employment
disqualification under applicable law with respect to the Participant’s work duties; (c) the Participant’s willful
or grossly negligent failure to perform his or her employment-related duties for the Company Group, or willful misconduct in the
performance of such duties; (d) the Participant’s violation of any material Company or Subsidiary policy as in effect from
time to time; (e) the Participant’s engaging in any act or making any public statement that materially impairs, impugns,
denigrates, disparages or negatively reflects upon the name, reputation or business interests of the Company or its Subsidiaries;
(f) the Participant’s material breach of any Award Agreement, employment agreement, or noncompetition, nondisclosure or
nonsolicitation agreement to which the Participant is a party or by which the Participant is bound, or (g) any other action by
the Participant that the Administrator deems to be sufficiently injurious to the interests of the Company or any Subsidiary to
constitute substantial cause for termination; provided that in the case of any Participant who, as of the date of determination,
is a party to an effective services, severance, consulting or employment agreement with the Company or any Subsidiary that employs
such individual, “Cause” has the meaning, if any, specified in such agreement. A termination for Cause shall be deemed
to include a determination by the Administrator following a Participant’s termination of employment that circumstances existing
prior to such termination would have entitled the Company or one of its Subsidiaries to have terminated such Participant’s
employment for Cause. All rights a Participant has or may have under the Plan shall be suspended automatically during the pendency
of any investigation by the Administrator or its designee, or during any negotiations between the Administrator or its designee
and the Participant, regarding any actual or alleged act or omission by the Participant of the type described in the applicable
definition of Cause.



 






     


     


    




 


		(i)	“Change
in Control” means the first to occur of any of the following events after the Effective Date:



 


		(i)	any
Person becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either
(i) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”)
or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election
of directors (the “Outstanding Company Voting Securities”); provided, however, that for
purposes of this Section 1.9(a), the following acquisitions shall not constitute a Change in Control: (A)  any acquisition
by the Company of Outstanding Company Common Stock, (B) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any of its Affiliates, (C) any acquisition by any Person pursuant to a Business Combination that
complies with clauses (i), (ii) and (iii) of Section 1.9(c), or (D) any acquisition by any Investor unless such acquisition
results in the Investors becoming the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 50% or more of the Outstanding Company Common Stock or the Outstanding Company Voting Stock;



 


		(ii)	the
individuals who constitute the Board as of the Effective Date (the “Incumbent Board”) cease for any
reason to constitute at least a majority of the Board; provided, however, that any individual becoming a Director
subsequent to the Effective Date whose election, or nomination for election, by the Company’s stockholders, was approved
by a vote of at least a majority of the Directors then comprising the Incumbent Board shall be considered as though such individual
was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or



 


		(iii)	the
consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company
or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition
of assets or stock of another entity by the Company or any of its Subsidiaries (each, a “Business Combination”),
in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were
the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common
stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities
entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case
may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of
such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or
more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of
the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding
any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such
corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of (or 50% or more
of, in the case of the Investor), respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent
securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting
securities of such entity entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent
securities), except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority
of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from
such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the
action of the Board providing for such Business Combination; in each case, provided that, as to Awards subject to Section
409A of the Code the payment or settlement of which will occur by reason of the Change in Control, such event also constitutes
a “change in control” within the meaning of Section 409A of the Code. In addition, notwithstanding the foregoing,
a “Change in Control” shall not be deemed to occur if the Company files for bankruptcy, liquidation or reorganization
under the United States Bankruptcy Code or as a result of any restructuring that occurs as a result of any such proceeding.



 






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		(j)	“Change
in Control Price” means the price per share of Company Common Stock paid in conjunction with any transaction resulting
in a Change in Control. If any part of the offered price is payable other than in cash, the value of the non-cash portion of the
Change in Control Price shall be determined in good faith by the Administrator as constituted immediately prior to the Change
in Control.



 


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



 


		(l)	“Company
Common Stock” means the common stock, par value $0.0001 per share, of the Company and such other stock or securities
into which such common stock is hereafter converted or for which such common stock is exchanged.



 


		(m)	“Company
Group” means the Company and its direct or indirect Subsidiaries.



 


		(n)	“Compensation
Year” means the period from one annual meeting of shareholders to the next following annual meeting of shareholders.



 


		(o)	“Competitive
Activity” means a Participant’s material breach of restrictive covenants relating to noncompetition, nonsolicitation
(of customers or employees) or preservation of confidential information or other covenants having the same or similar scope, included
in an Award Agreement or other agreement to which the Participant and the Company or any of its Affiliates is a party.



 


		(p)	“Corporate
Event” means, as determined by the Administrator, any stock dividend, extraordinary dividend, stock split or share
combination or any recapitalization, merger, consolidation, exchange of shares, spin-off, liquidation or dissolution of the Company
or other similar transaction affecting the Company Common Stock, or any unusual or infrequently occurring transaction or event
affecting the Company, any Subsidiary, or the financial statements of the Company or any of its Subsidiaries, or changes in applicable
laws, regulations or accounting principles (including, without limitation, a recapitalization of the Company).



 


		(q)	“Director”
means a member of the Board or a member of the board of directors of any Subsidiary.



 


		(r)	“Disability”
means (x) for Awards that are not subject to Section 409A of the Code, “disability” as such term is defined in the
long-term disability insurance plan or program of the Company or any Subsidiary then covering the Participant, and (y) for Awards
that are subject to Section 409A of the Code, “disability” has the meaning set forth in Section 409A(a)(2)(c) of the
Code; provided that with respect to Awards that are not subject to Section 409A of the Code, in the case of any Participant
who, as of the date of determination, is a party to an effective services, severance, consulting or employment agreement with
the Company or any Subsidiary that employs such individual, “Disability” has the meaning, if any, specified in such
agreement.



 






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		(s)	“Dividend
Equivalent” means the right to receive payments, in cash or in Shares, based on dividends paid with respect to Shares.



 


		(t)	“Eligible
Representative” for a Participant means such Participant’s personal representative or such other person as
is empowered under the deceased Participant’s will or the then applicable laws of descent and distribution to represent
the Participant hereunder.



 


		(u)	“Employee”
means any individual classified as an employee by the Company or one of its Subsidiaries.



 


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



 


		(w)	“Executive
Officer” means each person who is an officer or employee of the Company or any of its Subsidiaries and who is subject
to the reporting requirements under Section 16(a) of the Exchange Act.



 


		(x)	“Fair
Market Value” means, unless otherwise determined by the Administrator from time to time, the closing transaction
price of a Share as reported on the NASDAQ Stock Market LLC on the date as of which such value is being determined or, if Shares
are not listed on the NASDAQ Stock Market LLC, the closing transaction price of a Share on the principal national stock exchange
on which Shares are traded on the date as of which such value is being determined or, if there shall be no reported transactions
for such date, on the next preceding date for which transactions were reported; provided, however, that if Shares are not listed
on a national stock exchange or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined
by the Administrator by whatever means or method as the Administrator, in the good faith exercise of its discretion, shall at
such time deem appropriate and in compliance with Section 409A of the Code.



 


		(y)	“Good
Reason” means, unless otherwise provided in the Award Agreement, a material reduction in the Participant’s
base salary or a material reduction in the Participant’s target annual cash incentive compensation opportunity, in each
case, other than (a) any isolated or inadvertent failure by the Company or the applicable Subsidiary that is not in bad faith
and is cured within thirty (30) business days after the Participant gives the Company or the applicable Subsidiary notice of such
event or (b) a reduction of 10% or less which is applicable to all employees in the same salary grade as the Participant; provided
that in the case of any Participant who, as of the date of determination, is a party to an effective services, severance,
consulting or employment agreement with the Company or any Subsidiary that employs such individual, “Good Reason”
has the meaning, if any, specified in such agreement.



 


		(z)	“Incentive
Stock Option” means an Option which qualifies under Section 422 of the Code and is expressly designated as an Incentive
Stock Option in the Award Agreement.



 


		(aa)	“Investors”
means, collectively, Software Acquisition Holdings LLC, a Delaware limited liability company, and its Affiliates.



 


		(bb)	“Merger
Agreement” means the Merger Agreement, dated August 10, 2020, among Software Acquisition Group Inc., CS Merger Sub,
Inc., CuriosityStream Inc. and Hendricks Factual Media LLC.



 


		(cc)	“Non-Qualified
Stock Option” means an Option that is not an Incentive Stock Option.



 


		(dd)	“Option”
means an option to purchase Company Common Stock granted under the Plan. The term “Option” includes both an Incentive
Stock Option and a Non-Qualified Stock Option.



 


		(ee)	“Participant”
means any Service Provider who has been granted an Award pursuant to the Plan.



 


		(ff)	“Performance
Award” means a Performance Share or a Performance Unit.



 






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		(gg)	“Performance
Cycle” means the period of time selected by the Administrator during which performance is measured for the purpose
of determining the extent to which a Performance Award has been earned or vested.



 


		(hh)	“Performance
Goals” means the objectives established by the Administrator for a Performance Cycle pursuant to Section 6.5 for
the purpose of determining the extent to which a Performance Award has been earned or vested.



 


		(ii)	“Performance
Share” means an Award granted pursuant to Article VI of the Plan of a Share or a contractual right to receive a
Share (or the cash equivalent thereof) upon the achievement, in whole or in part, of the applicable Performance Goals.



 


		(jj)	“Performance
Unit” means a U.S. Dollar-denominated unit (or a unit denominated in the Participant’s local currency) granted
pursuant to Article VI of the Plan, payable in cash or in Shares upon the achievement, in whole or in part, of the applicable
Performance Goals.



 


		(kk)	“Person”
means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or any other entity of whatever nature.



 


		(ll)	“Replacement
Awards” means Shares or Awards issued in assumption of, or in substitution for, any outstanding awards of any entity
acquired in any form or combination by the Company or any of its Subsidiaries.



 


		(mm)	“Restricted
Stock” means an Award granted pursuant to Section 5.1.



 


		(nn)	“Restricted
Stock Unit” means an Award granted pursuant to Section 5.2.



 


		(oo)	“Securities
Act” means the Securities Act of 1933, as amended.



 


		(pp)	“Service
Provider” means an Employee, Director or consultant of the Company or any of its Subsidiaries.



 


		(qq)	“Share”
means a share of Company Common Stock.



 


		(rr)	“Stock
Appreciation Right” or “SAR” means the right to receive a payment from the Company in
cash and/or Shares equal to the excess, if any, of the Fair Market Value of one Share on the exercise date over a specified price
(the “Base Price”) fixed by the Administrator on the grant date (which specified price shall not be
less than the Fair Market Value of one Share on the grant date).



 


		(ss)	“Subsidiary”
means any entity that is directly or indirectly controlled by the Company or any entity in which the Company directly or indirectly
has at least a 50% equity interest.



 


		(tt)	“Ten
Percent Stockholder” means a Person owning stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company or its Subsidiaries.



 


		(uu)	“Termination
of employment,” “termination of service” and any similar term(s) means: with respect to
a Director who is not an Employee of the Company or any Subsidiary, the date upon which such Director ceases to be a member of
the Board or of the board of directors of any Subsidiary; with respect to a consultant of the Company or any of its Subsidiaries,
the date upon which such consultant ceases to provide services to the Company and its Subsidiaries; and, with respect to an Employee,
the date he or she ceases to be an Employee; provided that in all events with respect to any Award subject to Section 409A
of the Code, such terms shall mean “separation from service,” as defined in Section 409A of the Code and the rules,
regulations and guidance promulgated thereunder.



 






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		2.	ADMINISTRATION



 


		(a)	Powers
of the Administrator. The Plan shall be administered by the Administrator. The Administrator shall have the sole and complete
authority and discretion to: (a) determine the type or types of Awards to be granted to each Participant; (b) select the Service
Providers to whom Awards may from time to time be granted; (c) determine all matters and questions related to the termination
of service of a Service Provider with respect to any Award granted to him or her; (d) determine the number of Awards to be granted
and the number of Shares to which an Award will relate; (e) approve forms of agreement for use under the Plan, which need not
be identical for each Service Provider; (f) determine the terms and conditions of any Awards (including, without limitation, the
Exercise Price or Base Price, the time or times when Awards may be exercised (which may be based on performance criteria), any
vesting acceleration or waiver of forfeiture restrictions and any restriction or limitation regarding any Award or the Company
Common Stock relating thereto) based in each case on such factors as the Administrator shall determine; (g) prescribe, amend and
rescind rules and regulations relating to the Plan, including rules and regulations relating to Subplans (as defined in Section
2.4) established for the purpose of satisfying applicable foreign laws; (h) determine whether, to what extent, and pursuant to
what circumstances an Award may be settled in, or the exercise or purchase price of an Award may be paid in, cash, Company Common
Stock, other Awards, or other property, or an Award may be cancelled, forfeited or surrendered; (i) suspend or accelerate the
vesting of any Award granted under the Plan or waive the forfeiture restrictions or any other restriction or limitation regarding
any Awards or the Company Common Stock relating thereto; (j) construe and interpret the terms of the Plan and Awards granted pursuant
to the Plan; and (k) make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator
deems necessary or advisable to administer the Plan. Any determination made by the Administrator under the Plan, including, without
limitation, under Section 3.3, shall be final, binding and conclusive on all Participants and other persons having or claiming
any right or interest under the Plan. The Administrator’s determinations under the Plan need not be uniform and may be made
by the Administrator selectively among persons who receive, or are eligible to receive, Awards under the Plan, whether or not
such persons are similarly situated.



 


		(b)	Delegation
by the Administrator. The Administrator may delegate, subject to such terms or conditions or guidelines as it shall determine,
to any officer or group of officers, or Director or group of Directors any portion of its authority and powers under the Plan
with respect to Participants who are not Executive Officers or non-employee directors of the Board; provided that any delegation
to one or more officers of the Company shall be subject to and comply with applicable law.



 


		(c)	Expenses,
Professional Assistance, No Liability. All expenses and liabilities incurred by the Administrator in connection with the administration
of the Plan shall be borne by the Company. The Administrator may elect to engage the services of attorneys, consultants, accountants
or other persons. The Administrator, the Company and its officers and Directors shall be entitled to rely upon the advice, opinions
or valuations of any such persons. The Administrator (and its members) shall not be personally liable for any action, determination
or interpretation made with respect to the Plan or the Awards, and the Administrator (and its members) shall be fully protected
by the Company with respect to any such action, determination or interpretation.



 


		(d)	Participants
Based Outside the United States. To conform with the provisions of local laws and regulations, or with local compensation
practices and policies, in foreign countries in which the Company or any of its Subsidiaries operate, but subject to the limitations
set forth herein regarding the maximum number of shares issuable hereunder and the maximum award to any single Participant, the
Administrator may (a) modify the terms and conditions of Awards granted to Employees employed and consultants who provide services
outside the United States (“Non-U.S. Awards”), (b) establish subplans with such modifications as may
be necessary or advisable under the circumstances (“Subplans”) and (c) take any action that it deems
advisable to obtain, comply with or otherwise reflect any necessary governmental regulatory procedures, exemptions or approvals
with respect to the Plan. The Administrator’s decision to grant Non-U.S. Awards or to establish Subplans is entirely voluntary,
and at the complete discretion of the Administrator. The Administrator may amend, modify or terminate any Subplans at any time,
and such amendment, modification or termination may be made without prior notice to the Participants. The Company, Affiliates
and members of the Administrator shall not incur any liability of any kind to any Participant as a result of any change, amendment
or termination of any Subplan at any time. The benefits and rights provided under any Subplan or by any Non-U.S. Award (i) are
wholly discretionary and, although provided by either the Company or an Affiliate of the Company, do not constitute regular or
periodic payments and (ii) except as otherwise required under applicable laws, are not to be considered part of the Participant’s
salary or compensation under the Participant’s employment with the Participant’s local employer for purposes of calculating
any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification,
pension or retirement benefits, or any other payments, benefits or rights of any kind. If a Subplan is terminated, the Administrator
may direct the payment of Non-U.S. Awards (or direct the deferral of payments whose amount shall be determined) prior to the dates
on which payments would otherwise have been made, and determine if such payments may be made in a lump sum or in installments.



 






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		3.	SHARES
SUBJECT TO PLAN



 


		(a)	Shares
Subject to Plan.



 


		(i)	Subject
to Section 3.3, the aggregate number of Shares that may be issued or used for reference purposes or with respect to which Awards
may be granted under this Plan shall be equal to 13% (on a fully-diluted basis) of the Shares that are outstanding as of immediately
following the Closing, as defined in the Merger Agreement. All of the Shares reserved under the Plan may be issued in the form
of Incentive Stock Options under the Plan. The Shares issued under the Plan may be authorized but unissued, or reacquired Company
Common Stock. No provision of this Plan shall be construed to require the Company to maintain the Shares in certificated form.
Unless the Administrator shall determine otherwise, (i) Awards may not consist of fractional shares and shall be rounded down
to the nearest whole Share, and (ii) fractional Shares shall not be issued under the Plan (and shall instead also be rounded as
aforesaid).



 


		(ii)	If
any Award or portion thereof under this Plan is for any reason forfeited, cancelled, cash-settled, expired or otherwise terminated
without the issuance of Shares, the Shares subject to such forfeited, cancelled, cash-settled, expired or otherwise terminated
Award, or portion thereof, shall again be available for grant under the Plan. If Shares are tendered or withheld from issuance
with respect to an Award by the Company in satisfaction of any Exercise Price, Base Price or tax withholding or similar obligations,
such tendered or withheld Shares shall be available for grant under the Plan. Notwithstanding the foregoing, and except to the
extent required by applicable law, Replacement Awards shall not be counted against Shares available for grant pursuant to this
Plan.



 


		(b)	Limitation
on Non-Employee Director Awards. The maximum number of Shares subject to Awards granted during a single Compensation Year
to any non-employee Director, taken together with any cash fees paid during the Compensation Year to the non-employee Director,
in respect of the Director’s service as a member of the Board during such year (including service as a member or chair of
any committees of the Board), shall not exceed $500,000 in total value (calculating the value of any such Awards based on the
grant date fair value of such Awards for financial reporting purposes).



 


		(c)	Changes
in Company Common Stock; Disposition of Assets and Corporate Events.



 


		(i)	If
and to the extent necessary or appropriate to reflect a Corporate Event, the Administrator shall adjust the number of shares of
Company Common Stock available for issuance under the Plan, and the number, class and Exercise Price or Base Price of any outstanding
Award, and/or make such substitution, revision or other provisions or take such other actions with respect to any outstanding
Award or the holder or holders thereof, in each case as it determines to be equitable. Without limiting the generality of the
foregoing, in the event of any such Corporate Event, the Administrator shall have the power to make such changes as it deems appropriate
in (i) the number and type of shares or other securities covered by outstanding Awards, (ii) the prices specified therein, (iii)
the securities, cash or other property to be received upon the exercise, settlement or conversion of such outstanding Awards or
otherwise to be received in connection with such outstanding Awards and (iv) any applicable Performance Goals. After any adjustment
made by the Administrator pursuant to this Section 3.3, the number of shares subject to each outstanding Award shall be rounded
down to the nearest whole number of whole or fractional shares (as determined by the Administrator), and (if applicable) the Exercise
Price or Base Price thereof shall be rounded up to the nearest cent.



 






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		(ii)	Any
adjustment of an Award pursuant to this Section 3.3 shall be effected in compliance with Section 424 and 409A of the Code to the
extent applicable.



 


		(d)	Award
Agreement Provisions. The Administrator may include such provisions and limitations in any Award Agreement as it shall determine,
subject to the terms of the Plan.



 


		(e)	Prohibition
Against Repricing. Except to the extent (a) approved in advance by holders of a majority of the Shares entitled to vote generally
in the election of directors or (b) pursuant to Section 3.3 as a result of any Corporate Event or pursuant to Article XI in connection
with a Change in Control, the Administrator shall not have the power or authority to reduce, whether through amendment or otherwise,
the Exercise Price of any outstanding Option or Base Price or any outstanding SAR or to grant any new Award, or make any cash
payment, in substitution for or upon the cancellation of Options or SARs previously granted.



 


		4.	OPTIONS
AND SARS



 


		(a)	Grant
of Options and SARs. The Administrator is authorized to make Awards of Options and/or SARs to any Service Provider in such
amounts and subject to such terms and conditions as determined by the Administrator, consistent with the Plan. Notwithstanding
the foregoing, only Employees of the Company and its Subsidiaries are eligible to be granted Incentive Stock Options under the
Plan. SARs may be granted in tandem with Options or may be granted on a freestanding basis, not related to any Option. Excluding
Replacement Awards, the per Share purchase price of the Shares subject to each Option (the “Exercise Price”)
and the Base Price of each SAR shall be not less than 100% (or. in the case of an Incentive Stock Option granted to a Ten Percent
Stockholder, 110%) of the Fair Market Value of a Share on the date such Option or SAR is granted. Each Option and each SAR shall
be evidenced by an Award Agreement. To the extent that any Option does not qualify as an Incentive Stock Option (whether because
of its provisions or the time or manner of its exercise or otherwise), such Option or the portion thereof that does not so qualify
shall constitute a separate Non-Qualified Stock Option.



 


		(b)	Exercisability
and Vesting; Exercise. Each Option and SAR shall vest and become exercisable according to the terms and conditions as determined
by the Administrator. Except as otherwise determined by the Administrator, SARs granted in tandem with an Option shall become
vested and exercisable on the same date or dates as the Options with which such SARs are associated vest and become exercisable.
SARs that are granted in tandem with an Option may only be exercised upon the surrender of the right to exercise such Option for
an equivalent number of Shares, and may be exercised only with respect to the Shares for which the related Option is then exercisable.
The Administrator shall specify the manner of and any terms and conditions of exercise of an exercisable Option or SAR, including
but not limited to net-settlement, delivery of previously owned stock and broker-assisted sales.



 


		(c)	Settlement
of SARs. Upon exercise of a SAR, the Participant shall be entitled to receive payment in Shares, or such other form as determined
by the Administrator, having an aggregate value equal to the Fair Market Value of one Share on the exercise date over the Base
Price of such SAR; provided, however, that on the grant date, the Administrator may establish a maximum amount per
Share that may be payable upon exercise of a SAR.



 


		(d)	Expiration
of Options and SARs. No Option or SAR may be exercised after the expiration of ten (10) years from the date the Option or
SAR was granted (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, five (5) years), unless a
longer or shorter period is set forth in the Award Agreement. Notwithstanding the foregoing, in the event that on the last business
day of the term of the Option or SAR (a) the exercise of the Option or SAR is prohibited by applicable law or (b) Shares may not
be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy
or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term of the Option
or SAR shall be extended, but not beyond a period of thirty (30) days following the end of the legal prohibition, black-out period
or lock-up agreement (to the extent permissible under Section 409A of the Code), and provided that no extension will be made if
the applicable Exercise Price or Base Price at the date the initial term would otherwise expire is below the Fair Market Value
on such date.



 






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		(e)	Incentive
Stock Option Limitations. To the extent the aggregate Fair Market Value (determined as of the time of grant) of the Shares
with respect to which Incentive Stock Options are exercisable for the first time by an Employee during any calendar year under
the Plan and/or any other stock option plan of the Company or any Subsidiary exceeds US$100,000, such Options shall be treated
as Non-Qualified Stock Options. In addition, if an Employee does not remain employed by the Company or any Subsidiary at all times
from the time an Incentive Stock Option is granted until three (3) months prior to the date of exercise thereof (or such other
period as required by applicable law), then such Option shall be treated as a Non-Qualified Stock Option.



 


		5.	Restricted
Stock Awards AND RESTRICTED STOCK UNIT
AWARDS



 


		(a)	Restricted
Stock. The Administrator is authorized to make Awards of Restricted Stock to any Service Provider selected by the Administrator
in such amounts and subject to such terms and conditions as determined by the Administrator. Restricted Stock shall be subject
to such restrictions on transferability and other restrictions as the Administrator may impose. These restrictions may lapse separately
or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Administrator determines
at the time of the grant of the Award or thereafter. The issuance of Restricted Stock granted pursuant to the Plan may be evidenced
in such manner as the Administrator shall determine.



 


		(b)	Restricted
Stock Units. The Administrator is authorized to make Awards of Restricted Stock Units to any Service Provider selected by
the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator. The Administrator
may specify any conditions to vesting as it deems appropriate. For the avoidance of doubt, the Administrator may grant Restricted
Stock Units that are fully vested and nonforfeitable when granted. At the time of grant, the Administrator shall specify the settlement
date applicable to each grant of Restricted Stock Units. Unless otherwise provided in an Award Agreement, on the settlement date,
the Company shall, subject to the terms of this Plan, transfer to the Participant one Share (or a cash amount equal to the then
Fair Market Value of a Share) for each Restricted Stock Unit scheduled to be paid out on such date and not previously forfeited.
A Participant shall not be, nor have any of the rights or privileges of, a stockholder in respect of Restricted Stock Units awarded
pursuant to the Plan unless and until the Shares attributable to such Restricted Stock Units have been issued to such Participant.
Each Restricted Stock Unit shall be evidenced by an Award Agreement.



 


		6.	Performance
AWARDS



 


		(a)	Grant
of Performance Awards. The Administrator is authorized to make Performance Awards to any Participant selected by the Administrator
in such amounts and subject to such terms and conditions as determined by the Administrator. Each Performance Award shall be evidenced
by an Award Agreement.



 


		(b)	Issuance
and Restrictions. The Administrator shall have the authority to determine the Participants who shall receive Performance Awards;
the number of Performance Shares, the number and value of Performance Units; the cash entitlement of any Participant with respect
to any Performance Cycle; and the Performance Goals applicable in respect of such Performance Awards for each Performance Cycle.
The Administrator shall determine the duration of each Performance Cycle (the duration of Performance Cycles may differ from one
another), and there may be more than one Performance Cycle in existence at any one time. An Award Agreement evidencing the grant
of Performance Shares or Performance Units shall specify the number of Performance Shares and the number and/or value of Performance
Units awarded to the Participant, the Performance Goals applicable thereto, and such other terms and conditions as the Administrator
shall determine. Unless the Administrator shall determine otherwise, no Company Common Stock will be issued at the time an Award
of Performance Shares is made.



 






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		(c)	Earned
Performance Awards. Performance Awards shall become earned, in whole or in part, based upon the attainment of specified Performance
Goals or the occurrence of any event or events, as the Administrator shall determine or as set forth in an Award Agreement. In
addition to the achievement of the specified Performance Goals, the Administrator may condition payment of Performance Awards
on such other conditions as the Administrator shall determine. The Administrator may also provide in an Award Agreement for the
completion of a minimum period of service (in addition to the achievement of any applicable Performance Goals) as a condition
to the vesting of any Performance Award.



 


		(d)	Rights
as a Stockholder. A Participant shall not have any rights as a stockholder in respect of Performance Awards until such time
as the Shares attributable to such Performance Awards have been issued to such Participant or his or her beneficiary. Performance
Shares as to which Shares are issued prior to the end of the Performance Cycle shall, during such period, be subject to such restrictions
on transferability and other restrictions as the Administrator may impose.



 


		(e)	Performance
Goals and Related Provisions. The Administrator shall establish the Performance Goals that must be satisfied in order for
a Participant to receive an Award for a Performance Cycle or for a Performance Award to be earned or vested. The Administrator
may provide for a threshold level of performance below which no amount of compensation will be paid and a maximum level of performance
above which no additional amount of compensation will be paid under the Plan, and it may provide for the payment of differing
amounts of compensation for different levels of performance. Performance Goals may be established on a Company-wide basis, with
respect to one or more business units, divisions, Subsidiaries or products or based on individual performance measures, and may
be expressed in absolute terms or relative to other metrics including internal targets or budgets, past performance of the Company,
the performance of one or more similarly situated companies, performance of an index, outstanding equity or other external measures.
In the case of earning-based measures, performance goals may include comparisons relating to capital, shareholders’ equity,
shares outstanding, assets or net assets, or any combination thereof. Performance Goals may also be subject to such other metric,
terms and conditions as the Administrator may determine appropriate. The Administrator may also adjust the Performance Goals for
any Performance Cycle as it deems equitable in recognition of unusual or non-recurring events affecting the Company; changes in
applicable tax laws or accounting principles; other extraordinary events such as restructurings; discontinued operations; asset
write-downs; significant litigation or claims, judgments or settlements; acquisitions or divestitures; reorganizations or changes
in the corporate structure or capital structure of the Company; foreign exchange gains and losses; change in the fiscal year of
the Company; business interruption events; unbudgeted capital expenditures; unrealized investment gains and losses; impairments
and/or such other factors as the Administrator may determine.



 


		(f)	Determination
of Attainment of Performance Goals. As soon as practicable following the end of a Performance Cycle and prior to any payment
or vesting in respect of such Performance Cycle, the Administrator shall determine the number of Performance Shares or other Performance
Awards and the number and value of Performance Units or the amount of any cash entitlement, in each case that has been earned
or vested.



 


		(g)	Payment
of Awards. Unless otherwise specified in the applicable Award Agreement, payment or delivery of Company Common Stock with
respect to earned Performance Shares, earned Performance Units and earned cash entitlements shall be made to the Participant or,
if the Participant has died, to the Participant’s Eligible Representative, as soon as practicable after the expiration of
the Performance Cycle and the Administrator’s determination under Section 6.6 above, and in any event no later than the
earlier of (i) ninety (90) days after the end of the fiscal year in which the Performance Cycle has ended and (ii) ninety
(90) days after the expiration of the Performance Cycle. The Administrator shall determine and set forth in the applicable Award
Agreement whether earned Performance Shares and the value of earned Performance Units are to be distributed in the form of cash,
Shares or in a combination thereof, with the value or number of Shares payable to be determined based on the Fair Market Value
of the Company Common Stock on the date of the Administrator’s determination under Section 6.6 above or such other date
specified in the Award Agreement. The Administrator may, in an Award Agreement with respect to the Award or delivery of Shares,
condition the vesting of such Shares on the performance of additional service.



 






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		7.	OTHER
Stock-Based Awards



 


		(a)	Grant
of Stock-Based Awards. The Administrator is authorized to make Awards of other types of equity-based or equity-related awards
and fully vested stock awards, including grants of fully vested Shares (collectively, “Stock-Based Awards”)
not otherwise described by the terms of the Plan in such amounts and subject to such terms and conditions as the Administrator
shall determine, including without limitation the payment of cash bonuses or other incentives in the form of Stock-Based Awards.
Unless otherwise determined by the Administrator, all Stock-Based Awards shall be evidenced by an Award Agreement. Such Stock-Based
Awards may be granted as an inducement to enter the employ of the Company or any Subsidiary or in satisfaction of any obligation
of the Company or any Subsidiary to an officer or other key employee, whether pursuant to this Plan or otherwise, that would otherwise
have been payable in cash or in respect of any other obligation of the Company. Such Stock-Based Awards may entail the transfer
of actual Shares, or payment in cash or otherwise of amounts based on the value of Shares and may include, without limitation,
Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.



 


		8.	DIVIDEND
EQUIVALENTS



 


		(a)	Generally.
Dividend Equivalents may be granted to Participants at such time or times as shall be determined by the Administrator. Dividend
Equivalents may be granted in tandem with other Awards, in addition to other Awards, or freestanding and unrelated to other Awards.
Notwithstanding the terms of this Section 8.1, no Dividend Equivalents shall be granted with respect to Options or SARs. The grant
date of any Dividend Equivalents will be the date on which the Dividend Equivalent is awarded by the Administrator, or such other
date permitted by applicable laws as the Administrator shall determine. Dividend Equivalents may, at the discretion of the Administrator,
be fully vested and nonforfeitable when granted or subject to such vesting conditions as determined by the Administrator; provided
that, unless the Administrator shall determine otherwise in an Award Agreement, Dividend Equivalents with respect to Awards
shall not be fully vested until the Awards have been earned and shall be forfeited if the related Award is forfeited. Dividend
Equivalents shall be evidenced in writing, whether as part of the Award Agreement governing the terms of the Award, if any, to
which such Dividend Equivalent relates, or pursuant to a separate Award Agreement with respect to freestanding Dividend Equivalents,
in each case, containing such provisions not inconsistent with the Plan as the Administrator shall determine, including customary
representations, warranties and covenants with respect to securities law matters.



 


		9.	Termination
and Forfeiture



 


		(a)	Termination
for Cause; Post-Service Competitive Activity. Unless otherwise set forth in the Award Agreement, if a Participant’s
employment or service terminates for Cause or a Participant engages in Competitive Activity following the Participant’s
termination of employment or service, all Options and SARs, whether vested or unvested, and all other Awards that are unvested
or unexercisable or otherwise unpaid (or were unvested or unexercisable or unpaid at the time of occurrence of Cause or engagement
in Competitive Activity) shall be immediately forfeited and cancelled, effective as of the date of the termination or engagement
in Competitive Activity. Unless otherwise determined by the Administrator, if the Participant engages in Competitive Activity
following the termination, any portion of the Participant’s Awards that became vested after termination, and any Shares
or cash issued upon exercise or settlement of such Awards, shall be immediately forfeited, cancelled, and disgorged or paid to
the Company together with all gains earned or accrued due to the sale of Shares issued upon exercise or settlement of such Awards.



 


		(b)	Termination
Due to Death or Disability. Unless otherwise set forth in the Award Agreement, if a Participant’s employment or service
terminates by reason of death or Disability:



 


		(i)	All
Options and SARs (whether or not then otherwise exercisable) shall become exercisable in full and the Participant or (as applicable)
Participant’s Eligible Representative may exercise all such Options and SARs at any time prior to the earlier of (i) the
one-year anniversary of the Participant’s death or Disability or (ii) the expiration of the term of the Options or SARs;
provided that any in-the-money Options and SARs that are still outstanding on the last day of the time period specified
in this Section 9.2(a) shall automatically be exercised on such date; and



 






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		(ii)	All
other Awards shall immediately vest in full upon the Participant’s death or Disability, and Restricted Stock Units and Performance
Awards that have not been settled or converted into Shares prior to the Participant’s death or Disability shall immediately
be settled in Shares. Any Performance Awards that vest as a result of this Section 9.2(b) shall vest and be paid based on target
levels of performance.



 


		(c)	Involuntary
Termination Without Cause. Unless otherwise set forth in the Award Agreement, if a Participant’s employment or service
is involuntarily terminated without Cause:



 


		(i)	All
Options and SARs that are unvested shall be immediately forfeited and cancelled, effective as of the date of the termination,
and all Options and SARs that are vested shall remain outstanding and exercisable until the earlier of (i) 30 days after the effective
date of the termination or (ii) the expiration of the term of such Options or SARs; and



 


		(ii)	All
Awards of Restricted Stock or Restricted Stock Units that are unvested shall be immediately forfeited and cancelled, effective
as of the date of the termination; and



 


		(iii)	Provided
that the Participant signs a general release and waiver of claims in the form provided by the Administrator and does not exercise
any rights to revoke such release, the Participant shall retain a portion of any unvested Performance Awards granted earlier than
one year prior to the termination equal to, for each grant of Performance Awards, the number of Performance Shares or Performance
Units specified in the Award Agreement multiplied by the quotient of (i) the number of full months elapsed between the grant date
in respect of such Performance Awards and the effective date of the termination over (ii) the total number of months in the Performance
Cycle. Such retained Performance Awards will remain outstanding and vest subject to the attainment of the applicable Performance
Goals in respect thereof. Any unvested Performance Awards that do not remain outstanding pursuant to this Section 9.3(c) shall
be immediately forfeited and cancelled, effective as of the date of the termination.



 


		(d)	Termination
for Any Other Reason. Unless otherwise set forth in the Award Agreement, if a Participant’s employment or service terminates
for any reason other as set forth in Sections 9.1 (other than post-service Competitive Activity) through 9.3:



 


		(i)	All
Options and SARs that are unvested shall be immediately forfeited and cancelled, effective as of the date of the termination,
and all Options and SARs that are vested shall remain outstanding and exercisable until the earlier of (i) 30 days after the effective
date of the termination or (ii) the expiration of the term of such Options or SARs; and



 


		(ii)	All
other Awards that are unvested or have not otherwise been earned shall be immediately forfeited and cancelled, effective as of
the date of termination.



 


		(e)	Post-Termination
Informational Requirements. Before the settlement of any Award following termination of employment or service, the Administrator
may require the Participant (or the Participant’s Eligible Representative, if applicable) to make such representations and
provide such documents as the Administrator deems necessary or advisable to effect compliance with applicable law and the provisions
of this Plan.



 






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		(f)	Forfeiture
and Recoupment of Awards. Awards granted under this Plan (and gains earned or accrued in connection with Awards) shall be
subject to such generally applicable policies as to forfeiture and recoupment (including, without limitation, upon the occurrence
of material financial or accounting errors, financial or other misconduct or Competitive Activity) as may be adopted by the Administrator
or the Board (or committee thereof) from time to time. Any such policies may (in the discretion of the Administrator or the Board)
be applied to outstanding Awards at the time of adoption of such policies, or on a prospective basis only. Participants shall
also forfeit and disgorge to the Company any Awards granted or vested and any gains earned or accrued due to the exercise of Options
or SARs or the sale of any Company Common Stock to the extent required by applicable law or as required by any stock exchange
or quotation system on which the Company Common Stock is listed or quoted, in each case in effect on or after the Effective Date,
including but not limited to Section 304 of the Sarbanes-Oxley Act of 2002 and Section 10D of the Exchange Act. The implementation
of policies and procedures pursuant to this Section 9.6 and any modification of the same shall not be subject to any restrictions
on amendment or modification of Awards.



 


		10.	CHANGE
IN CONTROL



 


		(a)	Alternative
Award. Unless otherwise provided in an Award Agreement, and other than with respect to the Performance Award Conversion, no
cancellation, acceleration or other payment shall occur in connection with a Change in Control pursuant to Section 10.3 with respect
to any Award or portion thereof as a result of the Change in Control if the Administrator reasonably determines in good faith,
prior to the occurrence of the Change in Control, that such Award shall be honored or assumed, or new rights substituted therefor
following the Change in Control (such honored, assumed or substituted award, an “Alternative Award”),
provided that any Alternative Award must (i) give the Participant who held the Award rights and entitlements substantially
equivalent to or better than the rights and terms applicable under the Award immediately prior to the Change in Control, including
(A) an equal or better vesting schedule, and (B) in the case of Alternative Awards that are stock options in the successor
entity following such Change in Control, substantially equivalent or better methods of payment of the exercise price thereof and
a post-termination exercise period extending until at least the first (1st) anniversary of the Participant’s
termination of employment without Cause or with Good Reason (or, if earlier, the expiration of the term of the stock options);
and (ii) have terms such that if a Participant’s employment is involuntarily (i.e., by the Company or its successor
other than for Cause) or constructively (i.e., by the Participant with Good Reason) terminated within the twenty-four (24)
months following a Change in Control at a time when any portion of the Alternative Award is unvested, the unvested portion of
such Alternative Award shall immediately vest in full and such Participant shall receive (as determined by the Administrator)
either (1) a cash payment equal in value to the excess (if any) of the fair market value of the stock subject to the Alternative
Award at the date of exercise or settlement over the price (if any) that such Participant would be required to pay to exercise
such Alternative Award or (2) liquid shares or equity interests having a fair market value (as determined by the Administrator)
equal to the value in clause (1).



 


		(b)	Performance
Award Conversion. Unless otherwise provided in an Award Agreement, upon a Change in Control, then-outstanding Performance
Awards shall be modified to remove any Performance Goals applicable thereto and to substitute, in lieu of such Performance Goals,
vesting solely based on the requirement of continued service through, as nearly as is practicable, the date(s) on which the satisfaction
of the Performance Goals would have been measured if the Change in Control had not occurred (or, if applicable, the later period
of required service following such measurement date set forth in the applicable Award Agreement) (such Awards, the “Alternative
Performance Awards”), with such service-vesting of the Alternative Performance Awards to accelerate upon the termination
of service of the holder prior to such vesting date(s) thereof, if such termination of service satisfies the requirements of clause
(ii) of Section 10.1 hereof. The number of Alternative Performance Awards shall be equal to (i) if less than 50% of the Performance
Cycle has elapsed, the target number of Performance Awards, and (ii) if 50% or more of the Performance Cycle has elapsed,
a number of Performance Awards based on actual performance through the date of the Change in Control if determinable, or the target,
if not determinable (with the Administrator as constituted prior to the Change in Control making any determinations necessary
to determine performance and the vesting date(s) thereof). The conversion of the Performance Awards into Alternative Performance
Awards is referred to herein as the “Performance Award Conversion.” Following the Performance Award
Conversion, the Alternative Performance Awards shall either remain outstanding as Alternative Awards consistent with this Section
10.2 or shall be treated as provided in Section 10.3.



 






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		(c)	Accelerated
Vesting and Payment. Except as otherwise provided in this Article X or in an Award Agreement, upon a Change in Control:



 


		(i)	each
vested and unvested Option or SAR shall be cancelled in exchange for a payment equal to the excess, if any, of the Change in Control
Price over the applicable Exercise Price or Base Price;



 


		(ii)	the
vesting restrictions applicable to all other unvested Awards (other than (x) freestanding Dividend Equivalents not granted
in connection with another Award and (y) Performance Awards) shall lapse, all such Awards shall vest and become non-forfeitable
and be cancelled in exchange for a payment equal to the Change in Control Price;



 


		(iii)	each
Alternative Performance Award shall be cancelled in exchange for a payment equal to the Change in Control Price;



 


		(iv)	each
other Award (other than freestanding Dividend Equivalents not granted in connection with another Award) that were vested prior
to the Change in Control but that have not been settled or converted into Shares prior to the Change in Control shall be cancelled
in exchange for a payment equal to the Change in Control Price; and



 


		(v)	all
freestanding Dividend Equivalents not granted in connection with another Award shall be cancelled without payment therefor.



 


To
the extent any portion of the Change in Control Price is payable other than in cash and/or other than at the time of the Change
in Control, Award holders under the Plan shall receive the same value in respect of their Awards (less any applicable Exercise
Price, Base Price or similar feature) as is received by the Company’s stockholders in respect of their Company Common Stock
(as determined by the Administrator), and the Administrator shall determine the extent to which such value shall be paid in cash,
in securities or other property, or in a combination of cash and securities or other property, consistent with applicable law.
To the extent any portion of the Change in Control Price is payable other than at the time of the Change in Control, the Administrator
shall determine the time and form of payment to the Award holders consistent with Section 409A of the Code and other applicable
laws. Upon a Change in Control the Administrator may cancel Options and SARs for no consideration if the Fair Market Value of
the Shares subject to such Options or such SARs is less than or equal to the Exercise Price of such Options or the Base Price
of such SARs.


 


		11.	OTHER
PROVISIONS



 


		(a)	Awards
Not Transferable. Except as otherwise determined by the Administrator, no Award or interest or right therein or part thereof
shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject
to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition
be voluntary or involuntary or by operation of law, by judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided,
however, that nothing in this Section 11.1 shall prevent transfers by will, by the applicable laws of descent and distribution
or pursuant to the beneficiary designation procedures approved by the Company pursuant to Section 11.13 or, with the prior approval
of the Company, estate planning transfers.



 


		(b)	Amendment,
Suspension or Termination of the Plan or Award Agreements.



 


		(i)	The
Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the
Administrator; provided that without the approval by a majority of the shares entitled to vote at a duly constituted meeting
of shareholders of the Company, no amendment or modification to the Plan may (i) except as otherwise expressly provided in
Section 3.3, increase the number of Shares subject to the Plan; (ii) modify the class of persons eligible for participation
in the Plan or (iii) materially modify the Plan in any other way that would require stockholder approval under applicable
law or stock exchange listing requirement. Except as otherwise expressly provided in the Plan or required by applicable law, neither
the amendment, suspension or termination of the Plan shall, without the written consent of the holder of the Award, materially
adversely alter or impair any rights or obligations under any Award theretofore granted.



 






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		(ii)	The
Administrator at any time, and from time to time, may amend the terms of any one or more existing Award Agreements, provided,
however, that, except as required by applicable law, the rights of a Participant under an Award Agreement shall not be
materially adversely impaired without the Participant’s written consent. The Company shall provide a Participant with notice
of any amendment made to a Participant’s existing Award Agreement.



 


		(iii)	No
Award may be granted during any period of suspension nor after termination of the Plan, and in no event may any Award be granted
under this Plan after the expiration of ten (10) years from the Effective Date.



 


		(c)	Effect
of Plan upon Other Award and Compensation Plans. The adoption of this Plan shall not affect any other compensation or incentive
plans in effect for the Company or any of its Affiliates. Nothing in this Plan shall be construed to limit the right of the Company
or any of its Affiliates (a) to establish any other forms of incentives or compensation for Service Providers or (b) to grant
or assume any equity awards other than under this Plan in connection with any proper corporate purpose, including, but not by
way of limitation, the grant or assumption of equity awards in connection with the acquisition by purchase, lease, merger, consolidation
or otherwise, of the business, stock or assets of any corporation, firm or association.



 


		(d)	At-Will
Employment. Nothing in the Plan or any Award Agreement hereunder shall confer upon the Participant any right to continue as
a Service Provider of the Company or any of its Affiliates or shall interfere with or restrict in any way the rights of the Company
or any of its Affiliates, which are hereby expressly reserved, to discharge any Participant at any time for any reason whatsoever,
with or without Cause.



 


		(e)	Conformity
to Securities Laws. The Plan is intended to conform to the extent necessary with all provisions of the Securities Act and
the Exchange Act and any and all regulations and rules promulgated under any of the foregoing, to the extent the Company, any
of its Affiliates or any Participant is subject to the provisions thereof. Notwithstanding anything herein to the contrary, the
Plan shall be administered, and Awards shall be granted and may be exercised, only in such a manner as to conform to such laws,
rules and regulations. To the extent permitted by applicable law, the Plan and Awards granted hereunder shall be deemed amended
to the extent necessary to conform to such laws, rules and regulations.



 


		(f)	Term
of Plan. The Plan shall become effective on the Closing Date, as defined in the Merger Agreement (the “Effective
Date”) and shall continue in effect, unless sooner terminated pursuant to Section 11.2, until the tenth (10th)
anniversary of the Effective Date. The provisions of the Plan shall continue thereafter to govern all outstanding Awards.



 


		(g)	Governing
Law. To the extent not preempted by federal law, the Plan shall be construed in accordance with and governed by the laws of
the State of Delaware regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction.



 


		(h)	Severability.
In the event any portion of the Plan or any action taken pursuant thereto shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if
the illegal or invalid provisions had not been included, and the illegal or invalid action shall be null and void.



 


		(i)	Governing
Documents. In the event of any express contradiction between the Plan and any Award Agreement or any other written agreement
between a Participant and the Company or any Affiliate that has been approved by the Administrator, the express terms of the Plan
shall govern, unless it is expressly specified in such Award Agreement or other written document that such express provision of
the Plan shall not apply.



 






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		(j)	Withholding
Taxes. In addition to any rights or obligations with respect to the federal, state, local or foreign income taxes, withholding
taxes or employment taxes required to be withheld under applicable law, the Company or any Affiliate employing a Service Provider
shall have the right to withhold from the Service Provider, or otherwise require the Service Provider or an assignee to pay, any
such required withholding obligations arising as a result of grant, exercise, vesting or settlement of any Award or any other
taxable event occurring pursuant to the Plan or any Award Agreement, including, without limitation, to the extent permitted by
law, the right to deduct any such withholding obligations from any payment of any kind otherwise due to the Service Provider or
to take such other actions (including, without limitation, withholding any Shares or cash deliverable pursuant to the Plan or
any Award) as may be necessary to satisfy such withholding obligations.



 


		(k)	Section
409A. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the
Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any
such regulations or other guidance that may be issued after the adoption of the Plan. Notwithstanding any provision of the Plan
to the contrary, in the event that following the adoption of the Plan, the Administrator determines that any Award may be subject
to Section 409A of the Code and related regulations and Department of Treasury guidance (including such Department of Treasury
guidance as may be issued after the adoption of the Plan), the Administrator may adopt such amendments to the Plan and the applicable
Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect),
or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section
409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, (b) comply with
the requirements of Section 409A of the Code and related Department of Treasury guidance or (c) comply with any correction
procedures available with respect to Section 409A of the Code. Notwithstanding anything else contained in this Plan or any Award
Agreement to the contrary, if a Service Provider is a “specified employee” at the time of the Service Provider’s
“separation from service” (as determined under Section 409A of the Code) then, to the extent necessary to comply with,
and avoid imposition on such Service Provider of any tax penalty imposed under, Section 409A of the Code, any payment required
to be made to a Service Provider hereunder upon or following his or her separation from service shall be delayed until the first
to occur of (i) the six-month anniversary of the Service Provider’s separation from service and (ii) the Service
Provider’s death. Should payments be delayed in accordance with the preceding sentence, the accumulated payment that would
have been made but for the period of the delay shall be paid in a single lump sum during the ten (10) day period following the
lapsing of the delay period. No provision of this Plan or an Award Agreement shall be construed to indemnify any Service Provider
for any taxes incurred by reason of Section 409A (or timing of incurrence thereof), other than an express indemnification provision
therefor.



 


		(l)	Notices.
Except as provided otherwise in an Award Agreement, all notices and other communications required or permitted to be given under
this Plan or any Award Agreement shall be in writing and shall be deemed to have been given if delivered personally, sent by email
or any other form of electronic transfer approved by the Administrator, sent by certified or express mail, return receipt requested,
postage prepaid, or by any recognized international equivalent of such delivery, (a) in the case of notices and communications
to the Company, to its current business address and to the attention of the Corporate Secretary of the Company or (b) in the case
of a Participant, to the last known address, or email address or, where the individual is an employee of the Company or one of
its Subsidiaries, to the individual’s workplace address or email address or by other means of electronic transfer acceptable
to the Administrator. All such notices and communications shall be deemed to have been received on the date of delivery, if sent
by email or any other form of electronic transfer, at the time of dispatch or on the third business day after the mailing thereof.



 


		(m)	Beneficiary
Designation. Each Participant under the Plan may from time to time pursuant to procedures approved by the Company name any
beneficiary or beneficiaries by whom any right under the Plan is to be exercised in case of such Participant’s death.



 


 


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