Exhibit 10.5


 


Hyliion
Holdings Corp.


2020
Equity Incentive Plan


 


Adopted
by the Board of Directors: September 7, 2020


Approved
by the Stockholders: September 28, 2020


 


1.
General.


 


(a)
Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants,
to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide
a means by which such persons may be given an opportunity to benefit from increases in value of the Common Stock through the granting
of Awards.


 


(b)
Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options; (ii) Nonstatutory
Stock Options; (iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards.


 


(c)
Adoption Date; Effective Date.  The Plan will come into existence on the Adoption Date, but no Award may be granted prior
to the Effective Date.


 


2.
Shares Subject to the Plan.


 


(a)
Share Reserve. Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization
Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed 12,200,000 shares.


 


(b)
Aggregate Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments
as necessary to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued
pursuant to the exercise of Incentive Stock Options is 12,200,000 shares.


 


(c)
Share Reserve Operation.


 


(i)
Limit Applies to Common Stock Issued Pursuant to Awards. For clarity, the Share Reserve is a limit on the number of shares
of Common Stock that may be issued pursuant to Awards and does not limit the granting of Awards, except that the Company will
keep available at all times the number of shares of Common Stock reasonably required to satisfy its obligations to issue shares
pursuant to such Awards. Shares may be issued in connection with a merger or acquisition as permitted by, as applicable, Nasdaq
Listing Rule 5635(c), NYSE Listed Company Manual Section 303A.08, NYSE American Company Guide Section 711 or other applicable
rule, and such issuance will not reduce the number of shares available for issuance under the Plan.


 


(ii)
Actions that Do Not Constitute Issuance of Common Stock and Do Not Reduce Share Reserve. The following actions do not result
in an issuance of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve and available
for issuance under the Plan: (1) the expiration or termination of any portion of an Award without the shares covered by such portion
of the Award having been issued, (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather
than Common Stock), (3) the withholding of shares that would otherwise be issued by the Company to satisfy the exercise, strike
or purchase price of an Award; or (4) the withholding of shares that would otherwise be issued by the Company to satisfy a tax
withholding obligation in connection with an Award.


 



     


     


    

 


(iii)
Reversion of Previously Issued Shares of Common Stock to Share Reserve. The following shares of Common Stock previously issued
pursuant to an Award and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again
become available for issuance under the Plan: (1) any shares that are forfeited back to or repurchased by the Company because
of a failure to meet a contingency or condition required for the vesting of such shares; (2) any shares that are reacquired by
the Company to satisfy the exercise, strike or purchase price of an Award; and (3) any shares that are reacquired by the Company
to satisfy a tax withholding obligation in connection with an Award.


 


3.
Eligibility and Limitations.


 


(a)
Eligible Award Recipients. Subject to the terms of the Plan, Employees, Directors and Consultants are eligible to receive
Awards; provided, however, that, any such individual must be an “employee” of the Company or any of
its parents or subsidiaries within the meaning of General Instruction A.1(a) to Form S-8 if such individual is granted an Award
that may be settled in Common Stock.


 


(b)
Specific Award Limitations.


 


(i)
Limitations on Incentive Stock Option Recipients. Incentive Stock Options may be granted only to Employees of the Company
or a “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e)
and (f) of the Code).


 


(ii)
Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of
grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during
any calendar year (under all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the
Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed
such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory
Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).


 


(iii)
Limitations on Incentive Stock Options Granted to Ten Percent Stockholders. A Ten Percent Stockholder may not be granted an
Incentive Stock Option unless (i) the exercise price of such Option is at least 110% of the Fair Market Value on the date of grant
of such Option and (ii) the Option is not exercisable after the expiration of five years from the date of grant of such Option.


 


(iv)
Limitations on Nonstatutory Stock Options and SARs. Nonstatutory Stock Options and SARs may not be granted to Employees, Directors
and Consultants who are providing Continuous Service only to any “parent” of the Company (as such term is defined
in Rule 405) unless the stock underlying such Awards is treated as “service recipient stock” under Section 409A
because the Awards are granted pursuant to a corporate transaction (such as a spin off transaction) or unless such Awards otherwise
comply with the distribution requirements of Section 409A.


 


(c)
Aggregate Incentive Stock Option Limit. The aggregate maximum number of shares of Common Stock that may be issued pursuant
to the exercise of Incentive Stock Options is the number of shares specified in Section 2(b).


 



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(d)
Non-Employee Director Compensation Limit.  The aggregate value of all compensation granted or paid, as applicable, to any
individual for service as a Non-Employee Director with respect to any calendar year, including Awards granted and cash fees paid
by the Company to such Non-Employee Director, will not exceed (i) $675,000 in total value or (ii) in the event such Non-Employee
Director is first appointed or elected to the Board during such calendar year, $900,000 in total value, in each case calculating
the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes. 


 


(e)
Minimum Vesting Conditions. The Board or Plan Administrator, as applicable, may impose such restrictions on or conditions
to the vesting (and/or exercisability with respect to an Option or SAR) as it determines, subject to a minimum vesting period
for any Award of one year from the date of grant; provided, however, that vesting may be accelerated (in whole or in part) upon
the occurrence of a Change in Control or a qualifying separation from service, as set forth in the Plan or the individual Award
Agreement; and provided further, however, that up to 5% of the share reserve set forth in Section 2(a) above may be subject to
Awards that do not meet such vesting (and, if applicable, exercisability) requirements, so long as such Awards are granted by
the Board or Compensation Committee and not any designee of either the Board or Compensation Committee. Except as otherwise provided
in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, vesting of Awards will
cease upon termination of the Participant’s Continuous Service.


 


4.
Options and Stock Appreciation Rights.


 


Each
Option and SAR will have such terms and conditions as determined by the Board. Each Option will be designated in writing as an
Incentive Stock Option or Nonstatutory Stock Option at the time of grant; provided, however, that if an Option is not so designated,
then such Option will be a Nonstatutory Stock Option, and the shares purchased upon exercise of each type of Option will be separately
accounted for. Each SAR will be denominated in shares of Common Stock equivalents. The terms and conditions of separate Options
and SARs need not be identical; provided, however, that each Option Agreement and SAR Agreement will conform (through incorporation
of provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:


 


(a)
Term. Subject to Section 3(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration
of ten years from the date of grant of such Award or such shorter period specified in the Award Agreement.


 


(b)
Exercise or Strike Price. Subject to Section 3(b) regarding Ten Percent Stockholders, the exercise or strike price of each
Option or SAR will not be less than 100% of the Fair Market Value on the date of grant of such Award. Notwithstanding the foregoing,
an Option or SAR may be granted with an exercise or strike price lower than 100% of the Fair Market Value on the date of grant
of such Award if such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right
pursuant to a Change in Control and in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of
the Code.


 



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(c)
Exercise Procedure and Payment of Exercise Price for Options. In order to exercise an Option, the Participant must provide
notice of exercise to the Plan Administrator in accordance with the procedures specified in the Option Agreement or otherwise
provided by the Company. The Board has the authority to grant Options that do not permit all of the following methods of payment
(or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to utilize
a particular method of payment. The exercise price of an Option may be paid, to the extent permitted by Applicable Law and as
determined by the Board, by one or more of the following methods of payment to the extent set forth in the Option Agreement:


 


(i)
by cash or check, bank draft or money order payable to the Company;


 


(ii)
pursuant to a “cashless exercise” program developed under Regulation T as promulgated by the Federal Reserve Board
that, prior to the issuance of the Common Stock subject to the Option, results in either the receipt of cash (or check) by the
Company or the receipt of irrevocable instructions to pay the exercise price to the Company from the sales proceeds;


 


(iii)
by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock that are already owned by
the Participant free and clear of any liens, claims, encumbrances or security interests, with a Fair Market Value on the date
of exercise that does not exceed the exercise price, provided that (1) at the time of exercise the Common Stock is publicly traded,
(2) any remaining balance of the exercise price not satisfied by such delivery is paid by the Participant in cash or other permitted
form of payment, (3) such delivery would not violate any Applicable Law or agreement restricting the redemption of the Common
Stock, (4) any certificated shares are endorsed or accompanied by an executed assignment separate from certificate, and (5) such
shares have been held by the Participant for any minimum period necessary to avoid adverse accounting treatment as a result of
such delivery;


 


(iv)
if the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will
reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value
on the date of exercise that does not exceed the exercise price, provided that (1) such shares used to pay the exercise price
will not be exercisable thereafter and (2) any remaining balance of the exercise price not satisfied by such net exercise is paid
by the Participant in cash or other permitted form of payment; or


 


(v)
in any other form of consideration that may be acceptable to the Board and permissible under Applicable Law.


 


(d)
Exercise Procedure and Payment of Appreciation Distribution for SARs. In order to exercise any SAR, the Participant must provide
notice of exercise to the Plan Administrator in accordance with the SAR Agreement. The appreciation distribution payable to a
Participant upon the exercise of a SAR will not be greater than an amount equal to the excess of (i) the aggregate Fair Market
Value on the date of exercise of a number of shares of Common Stock equal to the number of Common Stock equivalents that are vested
and being exercised under such SAR, over (ii) the strike price of such SAR. Such appreciation distribution may be paid to the
Participant in the form of Common Stock or cash (or any combination of Common Stock and cash) or in any other form of payment,
as determined by the Board and specified in the SAR Agreement.


 


(e)
Transferability. Options and SARs may not be transferred to third party financial institutions for value. The Board may impose
such additional limitations on the transferability of an Option or SAR as it determines. In the absence of any such determination
by the Board, the following restrictions on the transferability of Options and SARs will apply, provided that except as explicitly
provided herein, neither an Option nor a SAR may be transferred for consideration and provided, further, that if an Option is
an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer:


 


(i)
Restrictions on Transfer. An Option or SAR will not be transferable, except by will or by the laws of descent and distribution,
and will be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Board may
permit transfer of an Option or SAR in a manner that is not prohibited by applicable tax and securities laws upon the Participant’s
request, including to a trust if the Participant is considered to be the sole beneficial owner of such trust (as determined under
Section 671 of the Code and applicable state law) while such Option or SAR is held in such trust, provided that the Participant
and the trustee enter into a transfer and other agreements required by the Company.


 



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(ii)
Domestic Relations Orders. Notwithstanding the foregoing, subject to the execution of transfer documentation in a format acceptable
to the Company and subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant
to a domestic relations order.


 


(f)
Termination of Continuous Service for Cause. Except as explicitly otherwise provided in the Award Agreement or other written
agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service is terminated for
Cause, the Participant’s Options and SARs will terminate and be forfeited immediately upon such termination of Continuous
Service, and the Participant will be prohibited from exercising any portion (including any vested portion) of such Awards on and
after the date of such termination of Continuous Service and the Participant will have no further right, title or interest in
such forfeited Award, the shares of Common Stock subject to the forfeited Award, or any consideration in respect of the forfeited
Award.


 


(g)
Post-Termination Exercise Period Following Termination of Continuous Service for Reasons Other than Cause. Subject to Section
4(i), if a Participant’s Continuous Service terminates for any reason other than for Cause, the Participant may exercise
his or her Option or SAR to the extent vested, but only within the following period of time or, if applicable, such other period
of time provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate; provided,
however, that in no event may such Award be exercised after the expiration of its maximum term (as set forth in Section 4(a)):


 


(i)
three months following the date of such termination if such termination is a termination without Cause (other than any termination
due to the Participant’s Disability or death);


 


(ii)
12 months following the date of such termination if such termination is due to the Participant’s Disability;


 


(iii)
18 months following the date of such termination if such termination is due to the Participant’s death; or


 


(iv)
18 months following the date of the Participant’s death if such death occurs following the date of such termination
but during the period such Award is otherwise exercisable (as provided in (i) or (ii) above).


 


Following
the date of such termination, to the extent the Participant does not exercise such Award within the applicable Post-Termination
Exercise Period (or, if earlier, prior to the expiration of the maximum term of such Award), such unexercised portion of the Award
will terminate, and the Participant will have no further right, title or interest in terminated Award, the shares of Common Stock
subject to the terminated Award, or any consideration in respect of the terminated Award.


 



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(h)
Restrictions on Exercise; Extension of Exercisability. A Participant may not exercise an Option or SAR at any time that the
issuance of shares of Common Stock upon such exercise would violate Applicable Law. Except as otherwise provided in the Award
Agreement or other written agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous
Service terminates for any reason other than for Cause and, at any time during the last thirty days of the applicable Post-Termination
Exercise Period: (i) the exercise of the Participant’s Option or SAR would be prohibited solely because the issuance of
shares of Common Stock upon such exercise would violate Applicable Law, or (ii) the immediate sale of any shares of Common Stock
issued upon such exercise would violate the Company’s Trading Policy, then the applicable Post-Termination Exercise Period
will be extended to the last day of the calendar month that commences following the date the Award would otherwise expire, with
an additional extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions
apply at any time during such extended exercise period, generally without limitation as to the maximum permitted number of extensions);
provided, however, that in no event may such Award be exercised after the expiration of its maximum term (as set forth in Section
4(a)).


 


(i)
Non-Exempt Employees. No Option or SAR, whether or not vested, granted to an Employee who is a non-exempt employee for purposes
of the Fair Labor Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six
months following the date of grant of such Award. Notwithstanding the foregoing, in accordance with the provisions of the Worker
Economic Opportunity Act, any vested portion of such Award may be exercised earlier than six months following the date of grant
of such Award in the event of (i) such Participant’s death or Disability, (ii) a Change in Control in which such Award is
not assumed, continued or substituted, (iii) a Change in Control, or (iv) such Participant’s retirement (as such term may
be defined in the Award Agreement or another applicable agreement or, in the absence of any such definition, in accordance with
the Company’s then current employment policies and guidelines). This Section 4(j) is intended to operate so that any income
derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her
regular rate of pay.


 


(j)
Whole Shares. Options and SARs may be exercised only with respect to whole shares of Common Stock or their equivalents.


 


5.
Awards Other Than Options and Stock Appreciation Rights.


 


(a)
Restricted Stock Awards and RSU Awards. Each Restricted Stock Award and RSU Award will have such terms and conditions as determined
by the Board; provided, however, that each Restricted Stock Award Agreement and RSU Award Agreement will conform (through incorporation
of the provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:


 


(i)
Form of Award.


 


(1)
RSAs: To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock subject
to a Restricted Stock Award may be (i) held in book entry form subject to the Company’s instructions until such shares become
vested or any other restrictions lapse, or (ii) evidenced by a certificate, which certificate will be held in such form and
manner as determined by the Board. Unless otherwise determined by the Board, a Participant will have voting and other rights as
a stockholder of the Company with respect to any shares subject to a Restricted Stock Award. 


 


(2)
RSUs: An RSU Award represents a Participant’s right to be issued on a future date the number of shares of Common Stock
that is equal to the number of restricted stock units subject to the RSU Award, or the cash equivalent thereof. As a holder of
an RSU Award, a Participant is an unsecured creditor of the Company with respect to the Company’s unfunded obligation, if
any, to issue shares of Common Stock in settlement of such Award and nothing contained in the Plan or any RSU Agreement, and no
action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship
between a Participant and the Company or an Affiliate or any other person. A Participant will not have voting or any other rights
as a stockholder of the Company with respect to any RSU Award (unless and until shares are actually issued in settlement of a
vested RSU Award). 


 



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(ii)
Consideration.


 


(1)
RSA: A Restricted Stock Award may be granted in consideration for (A) cash or check, bank draft or money order payable to
the Company, (B) services to the Company or an Affiliate, or (C) any other form of consideration as the Board may determine and
permissible under Applicable Law.


 


(2)
RSU: Unless otherwise determined by the Board at the time of grant, an RSU Award will be granted in consideration for the
Participant’s services to the Company or an Affiliate, such that the Participant will not be required to make any payment
to the Company (other than such services) with respect to the grant or vesting of the RSU Award, or the issuance of any shares
of Common Stock pursuant to the RSU Award. If, at the time of grant, the Board determines that any consideration must be paid
by the Participant (in a form other than the Participant’s services to the Company or an Affiliate) upon the issuance of
any shares of Common Stock in settlement of the RSU Award, such consideration may be paid in any form of consideration as the
Board may determine and permissible under Applicable Law.


 


(iii)
Termination of Continuous Service. Except as otherwise provided in the Award Agreement or other written agreement between
a Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason, (i) the
Company may receive through a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the
Participant under his or her Restricted Stock Award that have not vested as of the date of such termination as set forth in the
Restricted Stock Award Agreement and (ii) any portion of his or her RSU Award that has not vested will be forfeited upon such
termination and the Participant will have no further right, title or interest in the RSU Award, the shares of Common Stock issuable
pursuant to the RSU Award, or any consideration in respect of the RSU Award.


 


(iv)
Dividends and Dividend Equivalents. Dividends or dividend equivalents may be paid or credited, as applicable, with respect
to any shares of Common Stock subject to a Restricted Stock Award or RSU Award, as determined by the Board and specified in the
Award Agreement).


 


(v)
Settlement of RSU Awards. An RSU Award may be settled by the issuance of shares of Common Stock or cash (or any combination
thereof) or in any other form of payment, as determined by the Board and specified in the RSU Award Agreement. At the time of
grant, the Board may determine to impose such restrictions or conditions that delay such delivery to a date following the vesting
of the RSU Award, provided that any such delay in settlement will be in compliance with Section 9(m).


 


(b)
Performance Awards. With respect to any Performance Award, the length of any Performance Period, the Performance Goals to
be achieved during the Performance Period, the other terms and conditions of such Award, and the measure of whether and to what
degree such Performance Goals have been attained will be determined by the Board.


 


(c)
Other Awards. Other Awards may be granted either alone or in addition to Awards provided for under Section 4 and the preceding
provisions of this Section 5. Subject to the provisions of the Plan, the Board will have sole and complete discretion to determine
the persons to whom and the time or times at which such Other Awards will be granted, the number of shares of Common Stock (or
the cash equivalent thereof) to be granted pursuant to such Other Awards and all other terms and conditions of such Other Awards.


 



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6.
Adjustments upon Changes in Common Stock; Other Corporate Events.


 


(a)
Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately
adjust: (i) the class(es) and maximum number of shares of Common Stock subject to the Plan and the maximum number of shares by
which the Share Reserve may annually increase pursuant to Section 2.(a), (ii) the class(es) and maximum number of shares that
may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 2.(a), and (iii) the class(es) and number
of securities and exercise price, strike price or purchase price of Common Stock subject to outstanding Awards. The Board shall
make such adjustments, and its determination shall be final, binding and conclusive. Notwithstanding the foregoing, no fractional
shares or rights for fractional shares of Common Stock shall be created in order to implement any Capitalization Adjustment. The
Board shall determine an equivalent benefit for any fractional shares or fractional shares that might be created by the adjustments
referred to in the preceding provisions of this Section.


 


(b)
Dissolution or Liquidation. Except as otherwise provided in the Award Agreement, in the event of a dissolution or liquidation
of the Company, all outstanding Awards (other than Awards consisting of vested and outstanding shares of Common Stock not subject
to a forfeiture condition or the Company’s right of repurchase) will terminate immediately prior to the completion of such
dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture
condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Award is providing
Continuous Service, provided, however, that the Board may determine to cause some or all Awards to become fully vested, exercisable
and/or no longer subject to repurchase or forfeiture (to the extent such Awards have not previously expired or terminated) before
the dissolution or liquidation is completed but contingent on its completion.


 


(c)
Change in Control. The following provisions will apply to Awards in the event of a Change in Control except as set forth in
Section 11, and unless otherwise provided in the instrument evidencing the Award or any other written agreement between the Company
or any Affiliate and the Participant or unless otherwise expressly provided by the Board at the time of grant of an Award. In
the event of a Change in Control, the Board shall take one or more of the following actions with respect to Awards, contingent
upon the closing or completion of the Change in Control:


 


(i)
arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company)
to assume or continue the Award or to substitute a similar award for the Award (including, but not limited to, an award to acquire
the same consideration paid to the stockholders of the Company pursuant to the Change in Control);


 


(ii)
arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued
pursuant to the Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s
parent company);


 


(iii)
accelerate the vesting, in whole or in part, of the Award (and, if applicable, the time at which the Award may be exercised)
to a date prior to the effective time of such Change in Control as the Board shall determine (or, if the Board shall not determine
such a date, to the date that is five days prior to the effective date of the Change in Control), with such Award terminating
if not exercised (if applicable) at or prior to the effective time of the Change in Control;


 



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(iv)
arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to
the Award;


 


(v)
cancel or arrange for the cancellation of the Award, to the extent not vested or not exercised prior to the effective time
of the Change in Control, in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider
appropriate; or


 


(vi)
make a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property
the Participant would have received upon the exercise of the Award immediately prior to the effective time of the Change in Control,
over (B) any exercise price payable by such holder in connection with such exercise.  For
clarity, this payment may be zero ($0) if the value of the property is equal to or less than the exercise price.  Payments
under this provision may be delayed to the same extent that payment of consideration to the holders of Common Stock in connection
with the Change in Control is delayed as a result of escrows, earn outs, holdbacks or other contingencies.


 


The
Board need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants.


 


(d)
Appointment of Stockholder Representative. As a condition to the receipt of an Award under this Plan, a Participant will be
deemed to have agreed that the Award will be subject to the terms of any agreement governing a Change in Control involving the
Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to
act on the Participant’s behalf with respect to any escrow, indemnities and any contingent consideration.


 


(e)
No Restriction on Right to Undertake Transactions. The grant of any Award under the Plan and the issuance of shares pursuant
to any Award does not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make
or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its
business, any merger or consolidation of the Company, any issue of stock or of options, rights or options to purchase stock or
of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights
thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any
sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar
character or otherwise.


 


7.
Administration.


 


(a)
Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan
to a Committee or Committees, as provided in subsection (c) below.


 


(b)
Powers of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:


 


(i)
To determine from time to time: (1) which of the persons eligible under the Plan will be granted Awards; (2) when and how
each Award will be granted; (3) what type or combination of types of Award will be granted; (4) the provisions of each Award granted
(which need not be identical), including the time or times when a person will be permitted to receive an issuance of Common Stock
or other payment pursuant to an Award; (5) the number of shares of Common Stock or cash equivalent with respect to which an Award
will be granted to each such person; (6) the Fair Market Value applicable to an Award; and (7) the terms of any Performance Award
that is not valued in whole or in part by reference to, or otherwise based on, the Common Stock, including the amount of cash
payment or other property that may be earned and the timing of payment.


 



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(ii)
To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for
its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or
in any Award Agreement, in a manner and to the extent it deems necessary or expedient to make the Plan or Award fully effective.


 


(iii)
To settle all controversies regarding the Plan and Awards granted under it.


 


(iv)
To accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will
vest, notwithstanding the provisions in the Award Agreement stating the time at which it may first be exercised or the time during
which it will vest.


 


(v)
To prohibit the exercise of any Option, SAR or other exercisable Award during a period of up to 30 days prior to the consummation
of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other
than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of Common Stock or the
share price of the Common Stock including any Change in Control, for reasons of administrative convenience.


 


(vi)
To suspend or terminate the Plan at any time. Suspension or termination of the Plan will not Materially Impair rights and
obligations under any Award granted while the Plan is in effect except with the written consent of the affected Participant.


 


(vii)
To amend the Plan in any respect the Board deems necessary or advisable; provided, however, that stockholder approval will
be required for any amendment to the extent required by Applicable Law. Except as provided above, rights under any Award granted
before amendment of the Plan will not be Materially Impaired by any amendment of the Plan unless (1) the Company requests the
consent of the affected Participant, and (2) such Participant consents in writing.


 


(viii)
To submit any amendment to the Plan for stockholder approval.


 


(ix)
To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but
not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement,
subject to any specified limits in the Plan that are not subject to Board discretion; provided however, that, a Participant’s
rights under any Award will not be Materially Impaired by any such amendment unless (1) the Company requests the consent of the
affected Participant, and (2) such Participant consents in writing.


 


(x)
Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best
interests of the Company and that are not in conflict with the provisions of the Plan or Awards.


 


(xi)
To adopt such procedures and sub-plans as are necessary or appropriate to permit and facilitate participation in the Plan
by, or take advantage of specific tax treatment for Awards granted to, Employees, Directors or Consultants who are foreign nationals
or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications to the
Plan or any Award Agreement to ensure or facilitate compliance with the laws of the relevant foreign jurisdiction).


 



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(xii)
 To effect, at any time and from time to time, subject to the consent of any Participant whose Award is Materially Impaired
by such action, (1) the reduction of the exercise price (or strike price) of any outstanding Option or SAR; (2) the cancellation
of any outstanding Option or SAR and the grant in substitution therefor of (A) a new Option, SAR, Restricted Stock Award, RSU
Award or Other Award, under the Plan or another equity plan of the Company, covering the same or a different number of shares
of Common Stock, (B) cash and/or (C) other valuable consideration (as determined by the Board); or (3) any other action that is
treated as a repricing under generally accepted accounting principles; provided, however, that any such action that constitutes
a repricing under then-applicable stock exchange rules and listing standards shall be subject to the approval of the Company’s
stockholders.


 


(c)
Delegation to Committee.


 


(i)
General. The Board may delegate some or all of the administration of the Plan to a Committee or Committees, subject to Section
7(c)(ii) below. If administration of the Plan is delegated to a Committee, the Committee will have, in connection with the administration
of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate
to another Committee or a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise
(and references in this Plan to the Board will thereafter be to the Committee or subcommittee), subject, however, to such resolutions,
not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. Each Committee may retain
the authority to concurrently administer the Plan with Committee or subcommittee to which it has delegated its authority hereunder
and may, at any time, revest in such Committee some or all of the powers previously delegated. The Board may retain the authority
to concurrently administer the Plan with any Committee and may, at any time, revest in the Board some or all of the powers previously
delegated.


 


(ii)
Rule 16b-3 Compliance. To the extent an Award is intended to qualify for the exemption from Section 16(b) of the Exchange
Act that is available under Rule 16b-3 of the Exchange Act, the Award will be granted by the Board or a Committee that consists
solely of two or more Non-Employee Directors, as determined under Rule 16b-3(b)(3) of the Exchange Act and thereafter any action
establishing or modifying the terms of the Award will be approved by the Board or a Committee meeting such requirements to the
extent necessary for such exemption to remain available.


 


(d)
Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board or any Committee
in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.


 


(e)
 Delegation to an Officer. The Board or any Committee may delegate to one or more Officers the authority to do one or both
of the following (i) designate Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted
by Applicable Law, other types of Awards) and, to the extent permitted by Applicable Law, the terms thereof, and (ii) determine
the number of shares of Common Stock to be subject to such Awards granted to such Employees; provided, however, that the resolutions
or charter adopted by the Board or any Committee evidencing such delegation will specify the total number of shares of Common
Stock that may be subject to the Awards granted by such Officer and that such Officer may not grant an Award to himself or herself.
Any such Awards will be granted on the applicable form of Award Agreement most recently approved for use by the Board or the Committee,
unless otherwise provided in the resolutions approving the delegation authority. Notwithstanding anything to the contrary herein,
neither the Board nor any Committee may delegate to an Officer who is acting solely in the capacity of an Officer (and not also
as a Director) the authority to determine the Fair Market Value.


 



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8.
Tax Withholding


 


(a)
Withholding Authorization. As a condition to acceptance of any Award under the Plan, a Participant authorizes withholding
from payroll and any other amounts payable to such Participant, and otherwise agree to make adequate provision for (including),
any sums required to satisfy any U.S. federal, state, local and/or foreign tax or social insurance contribution withholding obligations
of the Company or an Affiliate, if any, which arise in connection with the exercise, vesting or settlement of such Award, as applicable.
Accordingly, a Participant may not be able to exercise an Award even though the Award is vested, and the Company shall have no
obligation to issue shares of Common Stock subject to an Award, unless and until such obligations are satisfied.


 


(b)
Satisfaction of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, the Company may, in its
sole discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance withholding obligation relating
to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment;
(ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection
with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable
to the Participant; (v) by allowing a Participant to effectuate a “cashless exercise” pursuant to a program developed
under Regulation T as promulgated by the Federal Reserve Board, or (vi) by such other method as may be set forth in the Award
Agreement.


 


(c)
No Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law the Company has no
duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the
Company has no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or
a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences
of an Award to the holder of such Award and will not be liable to any holder of an Award for any adverse tax consequences to such
holder in connection with an Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make
any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from
such Award or other Company compensation and (ii) acknowledges that such Participant was advised to consult with his or her own
personal tax, financial and other legal advisors regarding the tax consequences of the Award and has either done so or knowingly
and voluntarily declined to do so. Additionally, each Participant acknowledges any Option or SAR granted under the Plan is exempt
from Section 409A only if the exercise or strike price is at least equal to the “fair market value” of the Common
Stock on the date of grant as determined by the Internal Revenue Service and there is no other impermissible deferral of compensation
associated with the Award. Additionally, as a condition to accepting an Option or SAR granted under the Plan, each Participant
agrees not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that the
Internal Revenue Service asserts that such exercise price or strike price is less than the “fair market value” of
the Common Stock on the date of grant as subsequently determined by the Internal Revenue Service.


 


(d)
Withholding Indemnification.  As a condition to accepting an Award under the Plan, in the event that the amount of the Company’s
and/or its Affiliate’s withholding obligation in connection with such Award was greater than the amount actually withheld
by the Company and/or its Affiliates, each Participant agrees to indemnify and hold the Company and/or its Affiliates harmless
from any failure by the Company and/or its Affiliates to withhold the proper amount.


 



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9.
Miscellaneous.


 


(a)
Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock,
including shares repurchased by the Company on the open market or otherwise.


 


(b)
Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Awards will constitute
general funds of the Company.


 


(c)
Corporate Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant
will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when
the instrument, certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant.
In the event that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action approving
the grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award
Agreement or related grant documents as a result of a clerical error in the Award Agreement or related grant documents, the corporate
records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement or related
grant documents.


 


(d)
Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect
to, any shares of Common Stock subject to such Award unless and until (i) such Participant has satisfied all requirements for
exercise of the Award pursuant to its terms, if applicable, and (ii) the issuance of the Common Stock subject to such Award is
reflected in the records of the Company.


 


(e)
No Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder
or in connection with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company
or an Affiliate in the capacity in effect at the time the Award was granted or affect the right of the Company or an Affiliate
to terminate at will and without regard to any future vesting opportunity that a Participant may have with respect to any Award
(i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant
to the terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant
to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state or foreign jurisdiction
in which the Company or the Affiliate is incorporated, as the case may be. Further, nothing in the Plan, any Award Agreement or
any other instrument executed thereunder or in connection with any Award will constitute any promise or commitment by the Company
or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term
or condition of employment or service or confer any right or benefit under the Award or the Plan unless such right or benefit
has specifically accrued under the terms of the Award Agreement and/or Plan.


 


(f)
Change in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or
her services for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee
of the Company and the Employee has a change in status from a full-time Employee to a part-time Employee or takes an extended
leave of absence) after the date of grant of any Award to the Participant, the Board may determine, to the extent permitted by
Applicable Law, to (i) make a corresponding reduction in the number of shares or cash amount subject to any portion of such Award
that is scheduled to vest or become payable after the date of such change in time commitment, and (ii) in lieu of or in combination
with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the
Participant will have no right with respect to any portion of the Award that is so reduced or extended.


 



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(g)
Execution of Additional Documents. As a condition to accepting an Award under the Plan, the Participant agrees to execute
any additional documents or instruments necessary or desirable, as determined in the Plan Administrator’s sole discretion,
to carry out the purposes or intent of the Award, or facilitate compliance with securities and/or other regulatory requirements,
in each case at the Plan Administrator’s request.


 


(h)
Electronic Delivery and Participation. Any reference herein or in an Award Agreement to a “written” agreement
or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website
thereto) or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant
has access). By accepting any Award the Participant consents to receive documents by electronic delivery and to participate in
the Plan through any on-line electronic system established and maintained by the Plan Administrator or another third party selected
by the Plan Administrator. The form of delivery of any Common Stock (e.g., a stock certificate or electronic entry evidencing
such shares) shall be determined by the Company.


 


(i)
Clawback/Recovery. All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy
that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on
which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer
Protection Act or other Applicable Law and any clawback policy that the Company otherwise adopts, to the extent applicable and
permissible under Applicable Law. In addition, the Board may impose such other clawback, recovery or recoupment provisions in
an Award Agreement as the Board determines necessary or appropriate, including but not limited to a reacquisition right in respect
of previously acquired shares of Common Stock or other cash or property upon the occurrence of Cause. No recovery of compensation
under such a clawback policy will be an event giving rise to a Participant’s right to voluntary terminate employment upon
a “resignation for good reason,” or for a “constructive termination” or any similar term under any plan
of or agreement with the Company.


 


(j)
Securities Law Compliance. A Participant will not be issued any shares in respect of an Award unless either (i) the shares
are registered under the Securities Act; or (ii) the Company has determined that such issuance would be exempt from the registration
requirements of the Securities Act. Each Award also must comply with other Applicable Law governing the Award, and a Participant
will not receive such shares if the Company determines that such receipt would not be in material compliance with Applicable Law.


 


(k)
Transfer or Assignment of Awards; Issued Shares. Except as expressly provided in the Plan or the form of Award Agreement,
Awards granted under the Plan may not be transferred or assigned by the Participant. After the vested shares subject to an Award
have been issued, or in the case of Restricted Stock and similar awards, after the issued shares have vested, the holder of such
shares is free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any
such actions are in compliance with the provisions herein, the terms of the Trading Policy and Applicable Law.


 


(l)
Effect on Other Employee Benefit Plans.  The value of any Award granted under the Plan, as determined upon grant, vesting
or settlement, shall not be included as compensation, earnings, salaries, or other similar terms used when calculating any Participant’s
benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides.
The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee
benefit plans.


 



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(m)
Deferrals. To the extent permitted by Applicable Law, the Board, in its sole discretion, may determine that the delivery of
Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred
and may also establish programs and procedures for deferral elections to be made by Participants. Deferrals by will be made in
accordance with the requirements of Section 409A.


 


(n)
Section 409A. Unless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements will be interpreted
to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A, and,
to the extent not so exempt, in compliance with the requirements of Section 409A. If the Board determines that any Award granted
hereunder is not exempt from and is therefore subject to Section 409A, the Award Agreement evidencing such Award will incorporate
the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an
Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement.
Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the
shares of Common Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation”
under Section 409A is a “specified employee” for purposes of Section 409A, no distribution or payment of any amount
that is due because of a “separation from service” (as defined in Section 409A without regard to alternative definitions
thereunder) will be issued or paid before the date that is six months and one day following the date of such Participant’s
“separation from service” or, if earlier, the date of the Participant’s death, unless such distribution or payment
can be made in a manner that complies with Section 409A, and any amounts so deferred will be paid in a lump sum on the day after
such six month period elapses, with the balance paid thereafter on the original schedule.


 


(o)
Choice of Law. This Plan and any controversy arising out of or relating to this Plan shall be governed by, and construed in
accordance with, the internal laws of the State of Delaware, without regard to conflict of law principles that would result in
any application of any law other than the law of the State of Delaware.


 


10.
Covenants of the Company.


 


(a)
Compliance with Law. The Company will seek to obtain from each regulatory commission or agency, as may be deemed to be necessary,
having jurisdiction over the Plan such authority as may be required to grant Awards and to issue and sell shares of Common Stock
upon exercise or vesting of the Awards; provided, however, that this undertaking will not require the Company to register under
the Securities Act the Plan, any Award or any Common Stock issued or issuable pursuant to any such Award. If, after reasonable
efforts and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority
that counsel for the Company deems necessary or advisable for the lawful issuance and sale of Common Stock under the Plan, the
Company will be relieved from any liability for failure to issue and sell Common Stock upon exercise or vesting of such Awards
unless and until such authority is obtained. A Participant is not eligible for the grant of an Award or the subsequent issuance
of Common Stock pursuant to the Award if such grant or issuance would be in violation of any Applicable Law.


 



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11.
Additional Rules for Awards Subject to Section 409A.


 


(a)
Application.  Unless the provisions of this Section 11 of the Plan are expressly superseded by the provisions in the form
of Award Agreement, the provisions of this Section 11 shall apply and shall supersede anything to the contrary set forth in the
Award Agreement for a Non-Exempt Award.


 


(b)
Non-Exempt Awards Subject to Non-Exempt Severance Arrangements. To the extent a Non-Exempt Award is subject to Section 409A
due to application of a Non-Exempt Severance Arrangement, the following provisions of this subsection (b) apply.


 


(i)
If the Non-Exempt Award vests in the ordinary course during the Participant’s Continuous Service in accordance with
the vesting schedule set forth in the Award Agreement, and does not accelerate vesting under the terms of a Non-Exempt Severance
Arrangement, in no event will the shares be issued in respect of such Non-Exempt Award any later than the later of: (i) December
31st of the calendar year that includes the applicable vesting date, or (ii) the 60th day that follows the
applicable vesting date.


 


(ii)
If vesting of the Non-Exempt Award accelerates under the terms of a Non-Exempt Severance Arrangement in connection with the
Participant’s Separation from Service, and such vesting acceleration provisions were in effect as of the date of grant of
the Non-Exempt Award and, therefore, are part of the terms of such Non-Exempt Award as of the date of grant, then the shares will
be earlier issued in settlement of such Non-Exempt Award upon the Participant’s Separation from Service in accordance with
the terms of the Non-Exempt Severance Arrangement, but in no event later than the 60th day that follows the date of
the Participant’s Separation from Service. However, if at the time the shares would otherwise be issued the Participant
is subject to the distribution limitations contained in Section 409A applicable to “specified employees,” as defined
in Section 409A(a)(2)(B)(i) of the Code, such shares shall not be issued before the date that is six months following the date
of such Participant’s Separation from Service, or, if earlier, the date of the Participant’s death that occurs within
such six month period.


 


(iii)
If vesting of a Non-Exempt Award accelerates under the terms of a Non-Exempt Severance Arrangement in connection with a Participant’s
Separation from Service, and such vesting acceleration provisions were not in effect as of the date of grant of the Non-Exempt
Award and, therefore, are not a part of the terms of such Non-Exempt Award on the date of grant, then such acceleration of vesting
of the Non-Exempt Award shall not accelerate the issuance date of the shares, but the shares shall instead be issued on the same
schedule as set forth in the Award Agreement as if they had vested in the ordinary course during the Participant’s Continuous
Service, notwithstanding the vesting acceleration of the Non-Exempt Award. Such issuance schedule is intended to satisfy the requirements
of payment on a specified date or pursuant to a fixed schedule, as provided under Treasury Regulations Section 1.409A-3(a)(4).


 


12.
Severability.


 


If
all or any part of the Plan or any Award Agreement is declared by any court or governmental authority to be unlawful or invalid,
such unlawfulness or invalidity shall not invalidate any portion of the Plan or such Award Agreement not declared to be unlawful
or invalid. Any Section of the Plan or any Award Agreement (or part of such a Section) so declared to be unlawful or invalid shall,
if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest
extent possible while remaining lawful and valid.


 


13.
Termination of the Plan.


 


The
Board may suspend or terminate the Plan at any time. No Incentive Stock Options may be granted after the tenth anniversary of
the earlier of: (i) the Adoption Date, or (ii) the date the Plan is approved by the Company’s stockholders. No Awards may
be granted under the Plan while the Plan is suspended or after it is terminated.


 



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14.
Definitions.


 


As
used in the Plan, the following definitions apply to the capitalized terms indicated below:


 


(a)
“Acquiring Entity” means the surviving or acquiring corporation (or its parent company) in connection
with a Change in Control.


 


(b)
“Adoption Date” means the date the Plan is first approved by the Board or Compensation Committee.


 


(c)
“Affiliate” means, at the time of determination, any “parent” or “subsidiary”
of the Company as such terms are defined in Rule 405 promulgated under the Securities Act. The Board may determine the time or
times at which “parent” or “subsidiary” status is determined within the foregoing definition.


 


(d)
“Applicable Law” means shall mean any applicable securities, federal, state, foreign, material local
or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing
rule, regulation, judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put
into effect by or under the authority of any Governmental Body (including under the authority of any applicable self-regulating
organization such as the Nasdaq Stock Market, New York Stock Exchange, or the Financial Industry Regulatory Authority).


 


(e)
“Award” means any right to receive Common Stock, cash or other property granted under the Plan (including
an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, an RSU Award, a SAR, a Performance Award or
any Other Award).


 


(f)
“Award Agreement” means a written agreement between the Company and a Participant evidencing the
terms and conditions of an Award. The Award Agreement may also include a separate Grant Notice and an agreement containing a written
summary of the general terms and conditions applicable to the Award and which may be provided to a Participant along with the
Grant Notice.


 


(g)
“Board” means the Board of Directors of the Company (or its designee). Any decision or determination
made by the Board shall be a decision or determination that is made in the sole discretion of the Board (or its designee), and
such decision or determination shall be final and binding on all Participants


 


(h)
“Capitalization Adjustment” means any change that is made in, or other events that occur with respect
to, the Common Stock subject to the Plan or subject to any Award after the Effective Date without the receipt of consideration
by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property
other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares,
exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is used in Statement
of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding
the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.


 



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(i)
“Cause” has the meaning ascribed to such term in any written agreement between the Participant and
the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence
of any of the following events: (i) such Participant’s conviction of any felony or any misdemeanor involving fraud or embezzlement;
(ii) such Participant’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company;
(iii) such Participant’s intentional, material violation of any contract or agreement between the Participant and the Company
or of any statutory duty owed to the Company; (iv)  such Participant’s unauthorized use or disclosure of the Company’s
confidential information or trade secrets; (v) the refusal or willful omission by such Participant to perform any duties required
of the Participant, which continues after a period of thirty (30) days following the Participant’s receipt of notice from
the Company that it deems such conduct Cause for termination of employment; or (vi) such Participant’s gross misconduct.
The determination that a termination of the Participant’s Continuous Service is either for Cause or without Cause will be
made by the Board with respect to Participants who are executive officers of the Company and by the Company’s Chief Executive
Officer with respect to Participants who are not executive officers of the Company. Any determination by the Company that the
Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant
will have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose.


 


(j)
“Change in Control” means the occurrence, in a single transaction or in a series of related transactions,
of any one or more of the following events; provided, however, to the extent necessary to avoid adverse personal income tax consequences
to the Participant in connection with an Award, a Change in Control must also constitute a change in the ownership or effective
control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v)
of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder):


 


(i)
any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50%
of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation
or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the
acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company
by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction
or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of
equity securities, or (C) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”)
exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition
of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur
(but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share
acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition
had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated
percentage threshold, then a Change in Control shall be deemed to occur;


 


(ii)
there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately
after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior
thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined
outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of
the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction,
in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately
prior to such transaction;


 



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(iii)
there occurs a complete dissolution or liquidation of the Company, except for a liquidation into a parent corporation;


 


(iv)
there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated
assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all
of the consolidated assets of the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the
voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of
the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or


 


(v)
individuals who, on the date the Plan is adopted by the Board, are members of the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment
or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members
of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the
Incumbent Board.


 


Notwithstanding
the foregoing or any other provision of this Plan, (A) the term Change in Control shall not include a sale of assets, merger or
other transaction effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change
in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant
shall supersede the foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition
of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall
apply.


 


(k)
“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations
and guidance thereunder.


 


(l)
“Committee” means the Compensation Committee and any other committee of one or more Directors to
whom authority has been delegated by the Board or Compensation Committee in accordance with the Plan.


 


(m)
“Common Stock” means the common stock of the Company.


 


(n)
“Company” means Hyliion Holdings Corp., a Delaware corporation.


 


(o)
“Compensation Committee” means the Compensation Committee of the Board.


 


(p)
“Consultant” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate
to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors
of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such service,
will not cause a Director to be considered a “Consultant” for purposes of the Plan. Notwithstanding the foregoing,
a person is treated as a Consultant under this Plan only if a Form S-8 Registration Statement under the Securities Act is available
to register either the offer or the sale of the Company’s securities to such person.


 



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(q)
“Continuous Service” means that the Participant’s service with the Company or an Affiliate,
whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant
renders service to the Company or an Affiliate as an Employee, Director or Consultant or a change in the Entity for which the
Participant renders such service, provided that there is no interruption or termination of the Participant’s service with
the Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however, that if the Entity
for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board, such Participant’s
Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. For example,
a change in status from an Employee of the Company to a Consultant of an Affiliate or to a Director will not constitute an interruption
of Continuous Service. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s
sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence
approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers
between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous
Service for purposes of vesting in an Award only to such extent as may be provided in the Company’s leave of absence policy,
in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law.
In addition, to the extent required for exemption from or compliance with Section 409A, the determination of whether there has
been a termination of Continuous Service will be made, and such term will be construed, in a manner that is consistent with the
definition of “separation from service” as defined under Treasury Regulation Section 1.409A-1(h) (without regard to
any alternative definition thereunder).


 


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


 


(s)
“determine” or “determined” means as determined by the Board
or the Committee (or its designee) in its sole discretion.


 


(t)
“Disability” means, with respect to a Participant, such 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 which has lasted or can be expected to last for a continuous period of not less than 12 months, as provided in Section 22(e)(3)
of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the
circumstances.


 


(u)
“Effective Date” means [●], 2020.


 


(v)
“Employee” means any person employed by the Company or an Affiliate. However, service solely as
a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes
of the Plan.


 


(w)
“Employer” means the Company or the Affiliate of the Company that employs the Participant.


 


(x)
“Entity” means a corporation, partnership, limited liability company or other entity.


 


(y)
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.


 


(z)
“Exchange Act Person” means any natural person, Entity or “group” (within the meaning
of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company
or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee
or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an
underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an Entity Owned,
directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of
the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange
Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than
50% of the combined voting power of the Company’s then outstanding securities.


 



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(aa)
“Fair Market Value” means, as of any date, unless otherwise determined by the Board, the value of
the Common Stock (as determined on a per share or aggregate basis, as applicable) determined as follows:


 


(i)
If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value
will be the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest
volume of trading in the Common Stock) on the date of determination, as reported in a source the Board deems reliable.


 


(ii)
If there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the
closing selling price on the last preceding date for which such quotation exists.


 


(iii)
In the absence of such markets for the Common Stock, or if otherwise determined by the Board, the Fair Market Value will be
determined by the Board in good faith and in a manner that complies with Sections 409A and 422 of the Code.


 


(bb)
“Governmental Body” means any: (a) nation, state, commonwealth, province, territory, county, municipality,
district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental
or regulatory body, or quasi-governmental body of any nature (including any governmental division, department, administrative
agency or bureau, commission, authority, instrumentality, official, ministry, fund, foundation, center, organization, unit, body
or Entity and any court or other tribunal, and for the avoidance of doubt, any Tax authority) or other body exercising similar
powers or authority; or (d) self-regulatory organization (including the Nasdaq Stock Market, New York Stock Exchange, and the
Financial Industry Regulatory Authority).


 


(cc)
 “Grant Notice” means a notice provided to a Participant that he or she has been granted an Award
under the Plan and which includes the name of the Participant, the type of Award, the date of grant of the Award, number of shares
of Common Stock subject to the Award or potential cash payment right, (if any), the vesting schedule for the Award (if any) and
other key terms applicable to the Award.


 


(dd)
“Incentive Stock Option” means an option granted pursuant to Section 4 of the Plan that is intended
to be, and qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code.


 


(ee)
 “Materially Impair” means any amendment to the terms of the Award that materially adversely affects
the Participant’s rights under the Award. A Participant’s rights under an Award will not be deemed to have been Materially
Impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not
materially impair the Participant’s rights. For example, the following types of amendments to the terms of an Award do not
Materially Impair the Participant’s rights under the Award: (i) imposition of reasonable restrictions on the minimum number
of shares subject to an Option that may be exercised, (ii) to maintain the qualified status of the Award as an Incentive Stock
Option under Section 422 of the Code; (iii) to change the terms of an Incentive Stock Option in a manner that disqualifies, impairs
or otherwise affects the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iv) to clarify
the manner of exemption from, or to bring the Award into compliance with or qualify it for an exemption from, Section 409A; or
(v) to comply with other Applicable Laws.


 



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(ff)
“Non-Employee Director” means a Director who either (i) is not a current employee or officer of
the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for
services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would
not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)),
does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K,
and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation
S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.


 


(gg)
“Non-Exempt Award” means any Award that is subject to, and not exempt from, Section 409A, including
as the result of (i) a deferral of the issuance of the shares subject to the Award which is elected by the Participant or imposed
by the Company or (ii) the terms of any Non-Exempt Severance Agreement.


 


(hh)
“Non-Exempt Director Award” means a Non-Exempt Award granted to a Participant who was a Director
but not an Employee on the applicable grant date.


 


(ii)
“Non-Exempt Severance Arrangement” means a severance arrangement or other agreement between the Participant
and the Company that provides for acceleration of vesting of an Award and issuance of the shares in respect of such Award upon
the Participant’s termination of employment or separation from service (as such term is defined in Section 409A(a)(2)(A)(i)
of the Code (and without regard to any alternative definition thereunder) (“Separation from Service”)
and such severance benefit does not satisfy the requirements for an exemption from application of Section 409A provided under
Treasury Regulations Section 1.409A-1(b)(4), 1.409A-1(b)(9) or otherwise.


 


(jj)
“Nonstatutory Stock Option” means any option granted pursuant to Section 4 of the Plan that does
not qualify as an Incentive Stock Option.


 


(kk)
“Officer” means a person who is an officer of the Company within the meaning of Section 16
of the Exchange Act.


 


(ll)
“Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common
Stock granted pursuant to the Plan.


 


(mm)
“Option Agreement” means a written agreement between the Company and the Optionholder evidencing
the terms and conditions of the Option grant. The Option Agreement includes any Grant Notice for the Option and any additional
agreement containing a written summary of the general terms and conditions applicable to the Option and which may be provided
to a Participant along with the Grant Notice. Each Option Agreement will be subject to the terms and conditions of the Plan.


 


(nn)
“Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable,
such other person who holds an outstanding Option.


 


(oo)
“Other Award” means an award valued in whole or in part by reference to, or otherwise based on,
Common Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price
less than 100% of the Fair Market Value at the time of grant) that is not an Incentive Stock Options, Nonstatutory Stock Option,
SAR, Restricted Stock Award, RSU Award or Performance Award.


 



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(pp)
“Other Award Agreement” means a written agreement between the Company and a holder of an Other Award
evidencing the terms and conditions of an Other Award grant. Each Other Award Agreement will be subject to the terms and conditions
of the Plan.


 


(qq)
“Own,” “Owned,” “Owner,” “Ownership”
means that a person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner”
of, or to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct
the voting, with respect to such securities.


 


(rr)
“Participant” means an Employee, Director or Consultant to whom an Award is granted pursuant to
the Plan or, if applicable, such other person who holds an outstanding Award.


 


(ss)
“Performance Award” means an Award that may vest or may be exercised or a cash award that may vest
or become earned and paid contingent upon the attainment during a Performance Period of certain Performance Goals and which is
granted under the terms and conditions of Section 5.(b) pursuant to such terms as are approved by the Board. In addition, to the
extent permitted by Applicable Law and set forth in the applicable Award Agreement, the Board may determine that cash or other
property may be used in payment of Performance Awards.


 


(tt)
 “Performance Criteria” means the one or more criteria that the Board will select for purposes of
establishing the Performance Goals for a Performance Period. The Performance Criteria that will be used to establish such Performance
Goals may be, but is not required to be, based on any one of, or combination of, the following as determined by the Board: earnings
(including earnings per share and net earnings); earnings before interest, taxes and depreciation; earnings before interest, taxes,
depreciation and amortization; total stockholder return; return on equity or average stockholder’s equity; return on assets,
investment, or capital employed; stock price; margin (including gross margin); income (before or after taxes); operating income;
operating income after taxes; pre-tax profit; operating cash flow; sales or revenue targets; increases in revenue or product revenue;
expenses and cost reduction goals; improvement in or attainment of working capital levels; economic value added (or an equivalent
metric); market share; cash flow; cash flow per share; share price performance; debt reduction; customer satisfaction; stockholders’
equity; capital expenditures; debt levels; operating profit or net operating profit; workforce diversity; growth of net income
or operating income; billings; financing; regulatory milestones; stockholder liquidity; corporate governance and compliance; intellectual
property; personnel matters; progress of internal research; progress of partnered programs; partner satisfaction; budget management;
partner or collaborator achievements; internal controls, including those related to the Sarbanes-Oxley Act of 2002; investor relations,
analysts and communication; implementation or completion of projects or processes; employee retention; number of users, including
unique users; strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property); establishing
relationships with respect to the marketing, distribution and sale of the Company’s products; supply chain achievements;
co-development, co-marketing, profit sharing, joint venture or other similar arrangements; individual performance goals; corporate
development and planning goals; and other measures of performance selected by the Board or Committee.


 



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(uu)
“Performance Goals” means, for a Performance Period, the one or more goals established by the Board
for the Performance Period. Performance Goals may be based on a Company-wide basis, with respect to one or more business units,
divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable
companies or the performance of one or more relevant indices. Unless specified otherwise by the Board (i) in the Award Agreement
at the time the Award is granted or (ii) in such other document setting forth the Performance Goals at the time the Performance
Goals are established, the Board will appropriately make adjustments in the method of calculating the attainment of Performance
Goals for a Performance Period, which shall include the following actions: (1) exclude restructuring and/or other nonrecurring
charges; (2) exclude exchange rate effects; (3) exclude the effects of changes to generally accepted accounting principles; (4)
exclude the effects of any statutory adjustments to corporate tax rates; (5) exclude the effects of items that are “unusual”
in nature or occur “infrequently” as determined under generally accepted accounting principles; (6) exclude the dilutive
effects of acquisitions or joint ventures; (7) assume that any business divested by the Company achieved performance objectives
at targeted levels during the balance of a Performance Period following such divestiture; (8) exclude the effect of any change
in the outstanding shares of Common Stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization,
recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any
distributions to common stockholders other than regular cash dividends; (9) exclude the effects of stock based compensation and
the award of bonuses under the Company’s bonus plans; (10) exclude costs incurred in connection with potential acquisitions
or divestitures that are required to be expensed under generally accepted accounting principles; and (11) exclude the goodwill
and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles. In addition,
the Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance
Goals and to define the manner of calculating the Performance Criteria it selects to use for such Performance Period. Partial
achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified
in the Award Agreement or the written terms of a Performance Cash Award.


 


(vv)
“Performance Period” means the period of time selected by the Board over which the attainment of
one or more Performance Goals will be measured for the purpose of determining a Participant’s right to vesting or exercise
of an Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board.


 


(ww)
“Plan” means this Hyliion Holdings Corp. 2020 Equity Incentive Plan.


 


(xx)
“Plan Administrator” means the person, persons, and/or third-party administrator designated by the
Company to administer the day-to-day operations of the Plan and the Company’s other equity incentive programs.


 


(yy)
“Post-Termination Exercise Period” means the period following termination of a Participant’s
Continuous Service within which an Option or SAR is exercisable, as specified in Section 4(h).


 


(zz)
“Prospectus” means the document containing the Plan information specified in Section 10(a) of the
Securities Act.


 


(aaa)
“Restricted Stock Award” or “RSA” means an Award of shares of Common Stock
which is granted pursuant to the terms and conditions of Section 5.(a).


 


(bbb)
“Restricted Stock Award Agreement” means a written agreement between the Company and a holder of
a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. The Restricted Stock Award Agreement
includes any Grant Notice for the Restricted Stock Award and any agreement containing a written summary of the general terms and
conditions applicable to the Restricted Stock Award and which may be provided to a Participant along with the Grant Notice. Each
Restricted Stock Award Agreement will be subject to the terms and conditions of the Plan.


 



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(ccc)
“RSU Award” or “RSU” means an Award of restricted stock units representing
the right to receive an issuance of shares of Common Stock which is granted pursuant to the terms and conditions of Section 5.(a).


 


(ddd)
“RSU Award Agreement” means a written agreement between the Company and a holder of an RSU Award
evidencing the terms and conditions of an RSU Award. The RSU Award Agreement includes any Grant Notice for the RSU Award and any
agreement containing a written summary of the general terms and conditions applicable to the RSU Award and which may be provided
to a Participant along with the Grant Notice. Each RSU Award Agreement will be subject to the terms and conditions of the Plan.


 


(eee)
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3,
as in effect from time to time.


 


(fff)
“Rule 405” means Rule 405 promulgated under the Securities Act.


 


(ggg)
“Section 409A” means Section 409A of the Code and the regulations and other guidance thereunder.


 


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


 


(iii)
“Share Reserve” means the number of shares available for issuance under the Plan as set forth in
Section 2(a).


 


(jjj)
“Stock Appreciation Right” or “SAR” means a right to receive the appreciation
on Common Stock that is granted pursuant to the terms and conditions of Section 4.


 


(kkk)
“SAR Agreement” means a written agreement between the Company and a holder of a SAR evidencing the
terms and conditions of a SAR grant. The SAR Agreement includes any Grant Notice for the SAR and any agreement containing a written
summary of the general terms and conditions applicable to the SAR and which may be provided to a Participant along with the Grant
Notice. Each SAR Agreement will be subject to the terms and conditions of the Plan.


 


(lll)
“Subsidiary” means, with respect to the Company, (i) any corporation of which more than 50% of the
outstanding Common Stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective
of whether, at the time, stock of any other class or classes of such corporation will have or might have voting power by reason
of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited
liability company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation
in profits or capital contribution) of more than 50%.


 


(mmm)
“Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d)
of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Affiliate.


 


(nnn)
“Trading Policy” means the Company’s policy permitting certain individuals to sell Company
shares only during certain “window” periods and/or otherwise restricts the ability of certain individuals to transfer
or encumber Company shares, as in effect from time to time.


 

 


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