Exhibit 10.3


 


MoneyLion Inc.


OMNIBUS INCENTIVE PLAN


 


Section 1. Purpose. The purpose
of the MoneyLion Inc. Omnibus Incentive Plan (as amended from time to time, the “Plan”) is to promote the long-term success
of MoneyLion Inc., a Delaware corporation (the “Company”) by motivating employees and other individuals to perform
at the highest level and contributing significantly to the success of the Company, thereby furthering the best interests of the Company
and its shareholders. The Plan shall serve as the primary plan under which equity-based incentives are awarded on a worldwide basis
to Participants.


 


Section 2. Definitions. As used
in the Plan, the following terms shall have the meanings set forth below:


 


(a) “Affiliate” means any entity
that, directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Company.


 


(b) “Award” means any Option,
SAR, Restricted Stock, RSU, Performance Award, Other Cash-Based Award or Other Stock-Based Award granted under the Plan.


 


(c) “Award Agreement” means any
agreement, contract or other instrument or document (including in electronic form) evidencing any Award granted under the Plan, which
may, but need not, be executed or acknowledged by a Participant.


 


(d) “Beneficial Owner” has the
meaning ascribed to such term in Rule 13d-3 under the Exchange Act.


 


(e) “Beneficiary” means a Person
entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of a Participant’s
death. If no such Person can be named or is named by a Participant, or if no Beneficiary designated by a Participant is eligible to receive
payments or other benefits or exercise rights that are available under the Plan at a Participant’s death, such Participant’s
Beneficiary shall be such Participant’s estate.


 


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


 


(g) “Cause” is as defined in
Participant’s Service Agreement, if any, or Award Agreement or, if not so defined, means: (i) any theft, fraud, embezzlement,
dishonesty, willful misconduct, breach of fiduciary duty for personal profit, falsification of any documents or records of the Company
or any of its Affiliates, felony or similar act by Participant (whether or not related to Participant’s relationship with the Company);
(ii) an act of moral turpitude by Participant, or any act that causes significant injury to, or is otherwise adversely affecting,
the reputation, business, assets, operations or business relationship of the Company (or a Subsidiary or Affiliate, when applicable);
(iii) any breach by Participant of any material agreement with or of any material duty of Participant to the Company or any Subsidiary
or Affiliate thereof (including breach of confidentiality, non-disclosure, non-use non-competition or non-solicitation covenants
towards the Company or any of its Affiliates) or failure to abide by code of conduct or other policies (including, without limitation,
policies relating to confidentiality and reasonable workplace conduct); or (iv) any act which constitutes a breach of a Participant’s
fiduciary duty towards the Company or an Affiliate or Subsidiary, including disclosure of confidential or proprietary information thereof
or acceptance or solicitation to receive unauthorized or undisclosed benefits, irrespective of their nature, or funds, or promises to
receive either, from individuals, consultants or corporate entities that the Company or a Subsidiary does business with; (v) Participant’s
unauthorized use, misappropriation, destruction, or diversion of any tangible or intangible asset or corporate opportunity of the Company
or any of its Affiliates (including, without limitation, the improper use or disclosure of confidential or proprietary information); or
(vi) any circumstances that constitute grounds for termination for cause under Participant’s Service Agreement with the Company
or Affiliate, to the extent applicable. For the avoidance of doubt, the determination as to whether a termination is for Cause for purposes
of this Plan, shall be made in good faith by the Committee and shall be final and binding on Participant.


 






     


     


    

 


(h) “Change in Control” means
the occurrence of any one or more of the following events:


 


(i) any Person, other than (A) any
employee plan established by the Company or any Subsidiary, (B) the Company or any of its Affiliates, (C) an underwriter temporarily
holding securities pursuant to an offering of such securities, or (D) an entity owned, directly or indirectly, by shareholders of
the Company in substantially the same proportions as their ownership of the Company, is (or becomes, during any 12-month period)
the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such
Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company
or its Affiliates of a business) representing 50% or more of the total voting power of the stock of the Company; provided that
the provisions of this subsection (i) are not intended to apply to or include as a Change in Control any transaction that is specifically
excepted from the definition of Change in Control under subsection (iii) below;


 


(ii) a change in the composition of
the Board such that, during any 12-month period, the individuals who, as of the beginning of such period, constitute the Board (the
“Existing Board”) cease for any reason to constitute at least 50% of the Board; provided, however,
that any individual becoming a member of the Board subsequent to the beginning of such period whose election, or nomination for election
by the Company’s shareholders, was approved by a vote of at least a majority of the Directors immediately prior to the date of such
appointment or election shall be considered as though such individual were a member of the Existing Board; provided further,
that, notwithstanding the foregoing, no individual whose initial assumption of office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11 or Regulation 14A promulgated under the Exchange Act or successor
statutes or rules containing analogous concepts) or other actual or threatened solicitation of proxies or consents by or on behalf of
an individual, corporation, partnership, group, associate or other entity or Person other than the Board, shall in any event be considered
to be a member of the Existing Board;


 


(iii) the consummation of a merger,
amalgamation or consolidation of the Company with any other corporation or other entity, or the issuance of voting securities in connection
with such a transaction pursuant to applicable stock exchange requirements; provided that immediately following such
transaction the voting securities of the Company outstanding immediately prior thereto do not continue to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity of such transaction or parent entity thereof) 50% or
more of the total voting power of the Company’s stock (or, if the Company is not the surviving entity of such merger or consolidation,
50% or more of the total voting power and total fair market value of the stock of such surviving entity or parent entity thereof); and provided, further,
that such a transaction effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes
the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such
Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company
or its Affiliates of a business) representing 50% or more of either the then-outstanding Shares or the combined voting power and
total fair market value of the Company’s then-outstanding voting securities shall not be considered a Change in Control; or


 


(iv) the sale or disposition by the
Company of all or substantially all of the Company’s assets in which any Person acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal
to more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.


 


Notwithstanding the foregoing, (A) no Change in Control shall
be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the
record holders of the Shares immediately prior to such transaction or series of transactions continue to have substantially the same proportionate
ownership in an entity which owns substantially all of the assets of the Company immediately prior to such transaction or series of transactions
and (B) no Change in Control shall be deemed to have occurred upon the acquisition of additional control of the Company by any Person
that is considered to effectively control the Company. In no event will a Change in Control be deemed to have occurred if any Participant
is part of a “group” within the meaning of Section 13(d)(3) of the Exchange Act that effects a Change in Control.
Notwithstanding the foregoing or any provision of any Award Agreement to the contrary, for any Award that provides for accelerated distribution
on a Change in Control of amounts that constitute “deferred compensation” (as defined in Section 409A of the Code), if
the event that constitutes such Change in Control does not 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 (in either case, as defined in Section 409A of the Code),
such amount shall not be distributed on such Change in Control but instead shall vest as of such Change in Control and shall be distributed
on the scheduled payment date specified in the applicable Award Agreement, except to the extent that earlier distribution would not result
in the Participant who holds such Award incurring interest or additional tax under Section 409A of the Code.


 






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(i) “Code” means the Internal
Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in
the Code shall include any successor provision thereto.


 


(j) “Committee” means the compensation
committee of the Board unless another committee is designated by the Board If there is no compensation committee of the Board and the
Board does not designate another committee, references herein to the “Committee” shall refer to the Board.


 


(k) “Consultant” means any individual,
including an advisor, who is providing bona fide services to the Company or any Subsidiary or who has accepted an offer
of service or consultancy from the Company or any Subsidiary. For purposes of the Plan, in the case of a Consultant, references to employment
shall be deemed to refer to such Consultant’s service in such capacity, but in no event shall the Plan or any action taken hereunder
be construed to create an employer-employee relationship between any such Consultant and the Company or of any of its Affiliates.


 


(l) “Director” means any member
of the Board.


 


(m) “Effective Date” means the
later of (i) the date on which the Plan is adopted by the Board and approved by the shareholders of the Company, and (ii) September
21, 2021.


 


(n) “Employee” means any individual,
including any officer, employed by the Company or any Subsidiary or any prospective employee or officer who has accepted an offer of employment
from the Company or any Subsidiary, with the status of employment determined based upon such factors as are deemed appropriate by the
Committee in its discretion, subject to any requirements of the Code or applicable laws; provided that any such person
may not receive any payment or exercise any right relating to an Award until such person has commenced employment or service with the
Company or its Subsidiaries. An employee on an approved leave of absence (including maternity leave) shall be considered as still in the
employment of the Company or its Subsidiaries for purposes of eligibility for participation in the Plan.


 


(o) “Exchange Act” means the Securities
Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in
the Exchange Act shall include any successor provision thereto.


 


(p) “Fair Market Value” means
(i) with respect to Shares, the closing price of a Share on the trading day immediately preceding the date of determination (or,
if there is no reported sale on such date, on the last preceding date on which any reported sale occurred), on the principal stock market
or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or traded, the fair market value of a Share as determined
by the Committee, and (ii) with respect to any property other than Shares, the fair market value of such property determined by such
methods or procedures as shall be established from time to time by the Committee.


 


(q) “Incentive Stock Option”
means an option representing the right to purchase Shares from the Company, granted pursuant to Section 6, that meets the requirements
of Section 422 of the Code.


 


(r) “Intrinsic Value” with respect
to an Option or SAR Award means (i) the excess, if any, of the price or implied price per Share in a Change in Control or other event over (ii) the
exercise or hurdle price of such Award multiplied by (iii) the number of Shares covered by such Award.


 






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(s) “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.


 


(t) “Non-Qualified Stock Option”
means an option representing the right to purchase Shares from the Company, granted pursuant to Section 6, that is not an Incentive
Stock Option.


 


(u) “Option” means an Incentive
Stock Option or a Non-Qualified Stock Option.


 


(v) “Other Cash-Based Award”
means an Award granted pursuant to Section 11, including cash awarded as a bonus or upon the attainment of specified performance
criteria or otherwise as permitted under the Plan.


 


(w) “Other Stock-Based Award”
means an Award granted pursuant to Section 11 that may be denominated or payable in, valued in whole or in part by reference to,
or otherwise based on, or related to, Shares or factors that may influence the value of Shares, including convertible or exchangeable
debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, dividend rights or dividend equivalent
rights or Awards with value and payment contingent upon performance of the Company or business units thereof or any other factors designated
by the Committee.


 


(x) “Participant” means the recipient
of an Award granted under the Plan.


 


(y) “Performance Award” means
an Award granted pursuant to Section 10.


 


(z) “Performance Period” means
the period established by the Committee with respect to any Performance Award during which the performance goals specified by the Committee
with respect to such Award are to be measured.


 


(aa) “Person” has the meaning
ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including
a “group” as defined in Section 13(d) thereof.


 


(bb) “Prior Award” means an award
granted prior to the Effective Date under the Prior Plan.


 


(cc) “Prior Plan” means the MoneyLion
Inc. 2014 Equity Incentive Plan.


 


(dd) “Restricted Stock” means
any Share subject to certain restrictions and forfeiture conditions, granted pursuant to Section 8.


 


(ee) “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.


 


(ff) “RSU” means a contractual
right granted pursuant to Section 9 that is denominated in Shares. Each RSU represents a right to receive the value of one Share
(or a percentage of such value) in cash, Shares or a combination thereof. Awards of RSUs may include the right to receive dividend equivalents.


 


(gg) “SAR” means a right granted
pursuant to Section 7 to receive upon exercise by the Participant or settlement, in cash, Shares or a combination thereof, the excess
of (i) the Fair Market Value of one Share on the date of exercise or settlement over (ii) the exercise or hurdle price of the
right on the date of grant.


 


(hh) “Service Agreement” means
any employment, severance, consulting or similar agreement between the Company or any of its Affiliates and a Participant.


 


(ii) “Share” means a share of
the Company’s Class A common stock, $0.0001 par value.


 


(jj) “Subsidiary” means an entity
of which the Company directly or indirectly holds all or a majority of the value of the outstanding equity interests of such entity or
a majority of the voting power with respect to the voting securities of such entity. Whether employment by or service with a Subsidiary
is included within the scope of the Plan shall be determined by the Committee.


 






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(kk) “Substitute Award” means
an Award granted in assumption of, or in substitution for, an outstanding award previously granted by a company or other business acquired
by the Company or with which the Company combines.


 


(ll) “Termination of Service”
means, in the case of a Participant who is an Employee, cessation of the employment relationship such that the Participant is no longer
an employee of the Company or any Subsidiary, or, in the case of a Participant who is a Consultant or Non-Employee Director, the
date the performance of services for the Company or any Subsidiary has ended; provided, however, that in the case
of a Participant who is an Employee, the transfer of employment from the Company to a Subsidiary, from a Subsidiary to the Company, from
one Subsidiary to another Subsidiary or, unless the Committee determines otherwise, the cessation of employee status but the continuation
of the performance of services for the Company or a Subsidiary as a Director or Consultant shall not be deemed a cessation of service
that would constitute a Termination of Service; provided, further, that a Termination of Service shall be deemed
to occur for a Participant employed by, or performing services for, a Subsidiary when such Subsidiary ceases to be a Subsidiary unless
such Participant’s employment or service continues with the Company or another Subsidiary. Notwithstanding the foregoing, with respect
to any Award subject to Section 409A of the Code (and not exempt therefrom), a Termination of Service occurs when a Participant experiences
a “separation of service” (as such term is defined under Section 409A of the Code).


 


Section 3. Eligibility.


 


(a) Any Employee, Non-Employee Director or
Consultant shall be eligible to be selected to receive an Award under the Plan, to the extent that an offer or receipt of an Award is
permitted by applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.


 


(b) Holders of equity compensation awards granted
by a company that is acquired by the Company (or whose business is acquired by the Company) or with which the Company combines are eligible
for grants of Substitute Awards under the Plan to the extent permitted under applicable regulations of any stock exchange on which the
Company is listed.


 


Section 4. Administration.


 


(a) Administration of the Plan. The
Plan shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon all parties, including
the Company, its shareholders, Participants and any Beneficiaries thereof. The Committee may issue rules and regulations for administration
of the Plan.


 


(b) Delegation of Authority. To the
extent permitted by applicable law, including under Section 157(c) of the Delaware General Corporation Law, the Committee may delegate
to one or more officers of the Company some or all of its authority under the Plan, including the authority to grant Options and SARs
or other Awards in the form of Share rights (except that such delegation shall not apply to any Award for a Person then covered by Section 16
of the Exchange Act), and the Committee may delegate to one or more committees of the Board (which may consist of solely one Director)
some or all of its authority under the Plan, including the authority to grant all types of Awards, in accordance with applicable law.


 


(c) Authority of Committee. Subject
to the terms of the Plan and applicable law, the Committee (or its delegate) shall have full discretion and authority to: (i) designate
Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the
Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be
calculated in connection with) Awards; (iv) determine the terms and conditions of any Award and prescribe the form of each Award
Agreement, which need not be identical for each Participant; (v) determine whether, to what extent, under what circumstances and
by which methods Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement (including broker-assisted cashless
exercise), or any combination thereof, or canceled, forfeited or suspended; (vi) determine whether, to what extent and under what
circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred
either automatically or at the election of the holder thereof or of the Committee; (vii) amend terms or conditions of any outstanding
Awards; (viii) correct any defect, supply any omission and reconcile any inconsistency in the Plan or any Award, in the manner and
to the extent it shall deem desirable to carry the Plan into effect; (ix) interpret and administer the Plan and any instrument or
agreement relating to, or Award made under, the Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint
such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for
the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting
or tax rules and regulations; and (xi) make any other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations
or accounting or tax rules and regulations. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion,
at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and
responsibility granted to the Committee herein.


 






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(d) 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 (or a subcommittee thereof) 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 (or a subcommittee)
meeting such requirements to the extent necessary for such exemption to remain available.


 


Section 5. Shares Available for Awards.


 


(a) Subject to adjustment as provided in Section 5(c)
and except for Substitute Awards, the maximum number of Shares available for issuance under the Plan shall not exceed in the aggregate
17,712,158 Shares and up to 38,985,776 Shares subject to the outstanding Prior Awards as of the Effective Date, with no
less than 9,840,088 Shares to be available for grant pursuant to awards under Sections 8 and 9. The total number of Shares available
for issuance under the Plan shall be increased on each of January 1, 2022 and January 1, 2023 in an amount equal to the lesser
of (i) 2% of outstanding Shares on the last day of the immediately preceding fiscal year and (ii) such number of Shares as determined
by the Committee in its discretion. Shares underlying Substitute Awards and Shares remaining available for grant under a plan of an acquired
company or of a company with which the Company combines (whether by way of amalgamation, merger, sale and purchase of shares or other
securities or otherwise), appropriately adjusted to reflect the acquisition or combination transaction, shall not reduce the number of
Shares remaining available for grant hereunder.


 


(b) If any Award or Prior Award is forfeited, cancelled,
expires, terminates or otherwise lapses or is settled in cash, in whole or in part, without the delivery of Shares, then the Shares covered
by such forfeited, expired, terminated or lapsed Award or Prior Award shall again be available for grant under the Plan. The following
shall become available for issuance under the Plan: (i) any Shares withheld in respect of taxes relating to any Award or Prior Award
and (ii) any Shares tendered or withheld to pay the exercise price of Options or Prior Awards.


 


(c) In the event that the Committee determines that,
as a result of any dividend or other distribution (other than an ordinary dividend or distribution), recapitalization, stock split, reverse
stock split, reorganization, merger, amalgamation, consolidation, separation, rights offering, split-up, spin-off, combination, repurchase
or exchange of Shares or other securities of the Company, issuance of warrants or other rights to acquire Shares or other securities of
the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate
transaction or event affecting the Shares, or of changes in applicable laws, regulations or accounting principles, an adjustment is necessary
in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the
Committee shall, subject to Section 19 and applicable law, adjust equitably so as to ensure no undue enrichment or harm (including
by payment of cash), any or all of:


 


(i) the number and type of Shares (or other
securities) which thereafter may be made the subject of Awards, including the aggregate limits specified in Section 5(a) and Section 5(f);


 


(ii) the number and type of Shares
(or other securities) subject to outstanding Awards;


 


(iii) the grant, acquisition, exercise
or hurdle price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding
Award; and


 


(iv) the terms and conditions of any outstanding
Awards, including the performance criteria of any Performance Awards;


 


provided, however, that the number of Shares subject
to any Award denominated in Shares shall always be a whole number.


 






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(d) Any Shares delivered pursuant to an Award may
consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company.


 


(e) 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) $750,000 in total value or (ii) in
the event such Non-Employee Director is first appointed or elected to the Board, $1,000,000 in total value during the initial annual
period, 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. The limitations in this Section 5(e) shall apply commencing with the first calendar year that begins following
the Effective Date.


 


(f) Subject to adjustment as provided in Section 5(c)(i),
the maximum number of Shares available for issuance with respect to Incentive Stock Options shall be 58,410,395. To the extent that the
aggregate Fair Market Value (determined at the time of grant) of Shares 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 Nonqualified Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).


 


Section 6. Options. The Committee
is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions,
in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:


 


(a) The exercise price per Share under an Option
shall be determined by the Committee at the time of grant; provided, however, that, except in the case of Substitute
Awards, such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.


 


(b) The term of each Option shall be fixed by the
Committee but shall not exceed 10 years from the date of grant of such Option.


 


(c) The Committee shall determine the methods by
which, and the forms in which payment of the exercise price with respect thereto may be made or deemed to have been made, including cash,
Shares, other Awards, other property, net settlement (including broker-assisted cashless exercise) or any combination thereof, having
a Fair Market Value on the exercise date equal to the relevant exercise price.


 


(d) To the extent an Option is not previously exercised
as to all of the Shares subject thereto, and, if the Fair Market Value of one Share is greater than the exercise price then in effect,
then the Option shall be deemed automatically exercised immediately before its expiration.


 


(e) No grant of Options may be accompanied by a
tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such Options
(except as provided under Section 5(c)).


 


(f) The terms of any Incentive Stock Option granted
under the Plan shall comply in all respects with the provisions of Section 422 of the Code. Incentive Stock Options may be granted
only to employees of the Company or of a parent or subsidiary corporation (as defined in Section 424 of the Code).


 






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Section 7. Stock Appreciation Rights.
The Committee is authorized to grant SARs to Participants with the following terms and conditions and with such additional terms and conditions,
in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:


 


(a) SARs may be granted under the Plan to Participants
either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need
not, relate to a specific Option granted under Section 6.


 


(b) The exercise or hurdle price per Share under
a SAR shall be determined by the Committee; provided, however, that, except in the case of Substitute Awards,
such exercise or hurdle price shall not be less than the Fair Market Value of a Share on the date of grant of such SAR.


 


(c) The term of each SAR shall be fixed by the Committee
but shall not exceed 10 years from the date of grant of such SAR.


 


(d) Upon the exercise of a SAR, the Company shall
pay to the Participant an amount equal to the number of Shares subject to the SAR multiplied by the excess, if any, of the Fair Market
Value of one Share on the exercise date over the exercise or hurdle price of such SAR. The Company shall pay such excess in cash, in Shares
valued at Fair Market Value, or any combination thereof, as determined by the Committee.


 


(e) To the extent a SAR is not previously exercised
as to all of the Shares subject thereto, and, if the Fair Market Value of one Share is greater than the exercise price then in effect,
then the SAR shall be deemed automatically exercised immediately before its expiration.


 


(f) No grant of SARs may be accompanied by a tandem
award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such SARs (except as
provided under Section 5(c)).


 


Section 8. Restricted Stock. The
Committee is authorized to grant Awards of Restricted Stock to Participants with the following terms and conditions and with such additional
terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:


 


(a) The Award Agreement shall specify the vesting
schedule.


 


(b) Awards of Restricted Stock shall be subject
to such restrictions as the Committee may impose, which restrictions may lapse separately or in combination at such time or times, in
such installments or otherwise, as the Committee may deem appropriate.


 


(c) Subject to the restrictions set forth in the
applicable Award Agreement, a Participant generally shall have the rights and privileges of a shareholder with respect to Awards of Restricted
Stock, including the right to vote such Shares of Restricted Stock and the right to receive dividends.


 


(d) The Committee may, in its discretion, specify
in the applicable Award Agreement that any or all dividends or other distributions paid on Awards of Restricted Stock prior to vesting
be paid either in cash or in additional Shares and either on a current or deferred basis and that such dividends or other distributions
may be reinvested in additional Shares, which may be subject to the same restrictions as the underlying Awards.


 


(e) Any Award of Restricted Stock may be evidenced
in such manner as the Committee may deem appropriate, including book-entry registration.


 


(f) The Committee may provide in an Award Agreement
that an Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the
Award under Section 83(b) of the Code. If a Participant makes an election pursuant to Section 83(b) of the Code with
respect to an Award of Restricted Stock, such Participant shall be required to file promptly a copy of such election with the Company
and the applicable Internal Revenue Service office.


 






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Section 9. RSUs. The Committee
is authorized to grant Awards of RSUs to Participants with the following terms and conditions and with such additional terms and conditions,
in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:


 


(a) The Award Agreement shall specify the vesting
schedule and the delivery schedule (which may include deferred delivery later than the vesting date).


 


(b) Awards of RSUs shall be subject to such restrictions
as the Committee may impose, which restrictions may lapse separately or in combination at such time or times, in such installments or
otherwise, as the Committee may deem appropriate.


 


(c) An RSU shall not convey to a Participant the
rights and privileges of a shareholder with respect to the Share subject to such RSU, such as the right to vote or the right to receive
dividends, unless and until and to the extent a Share is issued to such Participant to settle such RSU.


 


(d) The Committee may, in its discretion, specify
in the applicable Award Agreement that any or all dividend equivalents or other distributions paid on Awards of RSUs prior to vesting
or settlement, as applicable, be paid either in cash or in additional Shares and either on a current or deferred basis and that such dividend
equivalents or other distributions may be reinvested in additional Shares, which may be subject to the same restrictions as such Awards.


 


(e) Shares delivered upon the vesting and settlement
of an RSU Award may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration.


 


(f) The Committee may determine the form or forms
(including cash, Shares, other Awards, other property or any combination thereof) in which payment of the amount owing upon settlement
of any RSU Award may be made.


 


Section 10. Performance Awards. The
Committee is authorized to grant Performance Awards to Participants with the following terms and conditions and with such additional terms
and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:


 


(a) Performance Awards may be denominated as a cash
amount, number of Shares or units or a combination thereof and are Awards that may be earned upon achievement or satisfaction of performance
conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award
by conditioning the grant to a Participant or the right of a Participant to exercise the Award or have it settled, and the timing thereof,
upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may use such business
criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to the terms
of the Plan, the performance goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any
Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by
the Committee.


 


(b) Performance criteria may be measured on an absolute
(e.g., plan or budget) or relative basis, and may be established on a corporate-wide basis, with respect to one or more business
units, divisions, Subsidiaries or business segments, or on an individual basis. If the Committee determines that a change in the business,
operations, corporate structure or capital structure of the Company, or the manner in which the Company conducts its business, or other
events or circumstances render the performance objectives unsuitable, the Committee may modify the performance objectives or the related
minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable such that it does not provide
any undue enrichment or harm. Performance measures may vary from Performance Award to Performance Award and from Participant to Participant,
and may be established on a stand-alone basis, in tandem or in the alternative. The Committee shall have the power to impose such
other restrictions on Awards subject to this Section 10(b) as it may deem necessary or appropriate to ensure that such Awards satisfy
all requirements of any applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.


 


(c) Settlement of Performance Awards shall be in
cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined in the discretion of the Committee.


 






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(d) A Performance Award shall not convey to a Participant
the rights and privileges of a shareholder with respect to the Share subject to such Performance Award, such as the right to vote (except
as relates to Restricted Stock) or the right to receive dividends, unless and until and to the extent a Share is issued to such Participant
to settle such Performance Award. The Committee, in its sole discretion, may provide that a Performance Award shall convey the right to
receive dividend equivalents on the Shares subject to such Performance Award with respect to any dividends declared during the period
that such Performance Award is outstanding, in which case, such dividend equivalent rights shall accumulate and shall be paid in cash
or Shares on the settlement date of the Performance Award, subject to the Participant’s earning of the Shares with respect to which
such dividend equivalents are paid upon achievement or satisfaction of performance conditions specified by the Committee. Shares delivered
upon the vesting and settlement of a Performance Award may be evidenced in such manner as the Committee may deem appropriate, including
book-entry registration. For the avoidance of doubt, unless otherwise determined by the Committee, no dividend equivalent rights
shall be provided with respect to any Shares subject to Performance Awards that are not earned or otherwise do not vest or settle pursuant
to their terms.


 


(e) The Committee may, in its discretion, increase
or reduce the amount of a settlement otherwise to be made in connection with a Performance Award.


 


Section 11. Other Cash-Based Awards
and Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant Other Cash-Based Awards
(either independently or as an element of or supplement to any other Award under the Plan) and Other Stock-Based Awards. The Committee
shall determine the terms and conditions of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted
under this Section 11 shall be purchased for such consideration, and paid for at such times, by such methods and in such forms, including
cash, Shares, other Awards, other property, net settlement, broker-assisted cashless exercise or any combination thereof, as the
Committee shall determine; provided that the purchase price therefor shall not be less than the Fair Market Value of
such Shares on the date of grant of such right.


 


Section 12. Effect of Termination of
Service or a Change in Control on Awards.


 


(a) The Committee may provide, by rule or regulation
or in any applicable Award Agreement, or may determine in any individual case, the circumstances in which, and the extent to which, an
Award may be exercised, settled, vested, paid or forfeited in the event of a Participant’s Termination of Service prior to the end
of a Performance Period or vesting, exercise or settlement of such Award.


 


(b) Subject to the last sentence of Section 2(jj),
the Committee may determine, in its discretion, whether, and the extent to which, (i) an Award will vest during a leave of absence,
(ii) a reduction in service level (for example, from full-time to part-time employment) will cause a reduction, or other
change, to an Award and (iii) a leave of absence or reduction in service will be deemed a Termination of Service.


 


(c) In the event of a Change in Control, the Committee
may, in its sole discretion, and on such terms and conditions as it deems appropriate, take any one or more of the following actions with
respect to any outstanding Award, which need not be uniform with respect to all Participants and/or Awards:


 


(i) continuation or assumption of such
Award by the Company (if it is the surviving corporation) or by the successor or surviving entity or its parent;


 


(ii) substitution or replacement of
such Award by the successor or surviving entity or its parent with cash, securities, rights or other property to be paid or issued, as
the case may be, by the successor or surviving entity (or a parent or subsidiary thereof), with substantially the same terms and value
as such Award (including any applicable performance targets or criteria with respect thereto);


 


(iii) acceleration of the vesting
of such Award and the lapse of any restrictions thereon and, in the case of an Option or SAR Award, acceleration of the right to exercise
such Award during a specified period (and the termination of such Option or SAR Award without payment of any consideration therefor to
the extent such Award is not timely exercised), in each case, either (A) immediately prior to or as of the date of the Change in
Control, (B) upon a Participant’s involuntary Termination of Service (including upon a termination of the Participant’s
employment by the Company (or a successor corporation or its parent) without Cause, by a Participant for “good reason” and/or
due to a Participant’s death or “disability”, as such terms may be defined in the applicable Award Agreement and/or
a Participant’s Service Agreement, as the case may be) on or within a specified period following the Change in Control or (C) upon
the failure of the successor or surviving entity (or its parent) to continue or assume such Award;


 






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(iv) in the case of a Performance
Award, determination of the level of attainment of the applicable performance condition(s); and


 


(v) cancellation of such Award in consideration
of a payment, with the form, amount and timing of such payment determined by the Committee in its sole discretion, subject to the following:
(A) such payment shall be made in cash, securities, rights and/or other property; (B) the amount of such payment shall equal
the value of such Award, as determined by the Committee in its sole discretion; provided that, in the case of an Option
or SAR Award, if such value equals the Intrinsic Value of such Award, such value shall be deemed to be valid; provided further that,
if the Intrinsic Value of an Option or SAR Award is equal to or less than zero, the Committee may, in its sole discretion, provide for
the cancellation of such Award without payment of any consideration therefor (for the avoidance of doubt, in the event of a Change in
Control, the Committee may, in its sole discretion, terminate any Option or SAR Awards for which the exercise or hurdle price is equal
to or exceeds the per Share value of the consideration to be paid in the Change in Control transaction without payment of consideration
therefor); and (C) such payment shall be made promptly following such Change in Control or on a specified date or dates following
such Change in Control; provided that the timing of such payment shall comply with Section 409A of the Code.


 


Section 13. General Provisions Applicable
to Awards.


 


(a) Awards shall be granted for such cash or other
consideration, if any, as the Committee determines; provided that in no event shall Awards be issued for less than such
minimal consideration as may be required by applicable law.


 


(b) Awards may, in the discretion of the Committee,
be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company.
Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan
of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.


 


(c) Subject to the terms of the Plan, payments or
transfers to be made by the Company upon the grant, exercise or settlement of an Award may be made in the form of cash, Shares, other
Awards, other property, net settlement, or any combination thereof, as determined by the Committee in its discretion at the time of grant,
and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures
established by the Committee. Such rules and procedures may include provisions for the payment or crediting of reasonable interest on
installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments.


 


(d) Except as may be permitted by the Committee
or as specifically provided in an Award Agreement, (i) no Award and no right under any Award shall be assignable, alienable, saleable
or transferable by a Participant other than by will or pursuant to Section 13(e) and (ii) during a Participant’s lifetime,
each Award, and each right under any Award, shall be exercisable only by such Participant or, if permissible under applicable law, by
such Participant’s guardian or legal representative. The provisions of this Section 13(d) shall not apply to any Award that
has been fully exercised or settled, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof.


 


(e) A Participant may designate a Beneficiary or
change a previous Beneficiary designation only at such times as prescribed by the Committee, in its sole discretion, and only by using
forms and following procedures approved or accepted by the Committee for that purpose.


 


(f) All certificates, if any, for Shares and/or
other securities delivered under the Plan pursuant to any Award or the exercise or settlement thereof shall be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the
Securities and Exchange Commission, any stock market or exchange upon which such Shares or other securities are then quoted, traded or
listed, and any applicable securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.


 






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(g) The Company will not be obligated to deliver
any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan until (i) all Award conditions have
been met or removed to the Committee’s satisfaction, (ii) as determined by the Committee, all other legal matters regarding
the issuance and delivery of such Shares have been satisfied, including any applicable securities laws, stock market or exchange rules
and regulations or accounting or tax rules and regulations and (iii) the Participant has executed and delivered to the Company such
representations or agreements as the Committee deems necessary or appropriate to satisfy any applicable laws. The Company’s inability
to obtain authority from any regulatory body having jurisdiction, which the Committee determines is necessary to the lawful issuance and
sale of any Shares, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority
has not been obtained.


 


(h) The Committee may impose restrictions on any
Award with respect to non-competition, non-solicitation, confidentiality and other restrictive covenants, or requirements to comply with
minimum share ownership requirements, as it deems necessary or appropriate in its sole discretion, which such restrictions may be set
forth in any applicable Award Agreement or otherwise.


 


Section 14. Amendments and Terminations.


 


(a) Amendment or Termination of the Plan.
Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board
may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided, however,
that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if
such approval is required by applicable law or the rules of the stock market or exchange, if any, on which the Shares are principally
quoted or traded or (ii) subject to Section 5(c) and Section 12, the consent of the affected Participant, if such action
would materially adversely affect the rights of such Participant under any outstanding Award, except (x) to the extent any such amendment,
alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock market or exchange
rules and regulations or accounting or tax rules and regulations or (y) to impose any “clawback” or recoupment provisions
on any Awards (including any amounts or benefits arising from such Awards) in accordance with Section 18. Notwithstanding anything
to the contrary in the Plan, the Committee may amend the Plan, or create sub-plans, in such manner as may be necessary or desirable to
enable the Plan to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and
regulations.


 


(b) Dissolution or Liquidation. In the
event of the dissolution or liquidation of the Company, each Award shall terminate immediately prior to the consummation of such action,
unless otherwise determined by the Committee.


 


(c) Terms of Awards. The Committee may
waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate any Award theretofore granted
(including by substituting another Award of the same or a different type), prospectively or retroactively, without the consent of any
relevant Participant or holder or Beneficiary of an Award; provided, however, that, subject to Section 5(c)
and Section 12, no such action shall materially adversely affect the rights of any affected Participant or holder or Beneficiary
under any Award theretofore granted under the Plan, except (x) to the extent any such action is made to cause the Plan or Award to
comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, or (y) to
impose any “clawback” or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards)
in accordance with Section 18. The Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria
included in, Awards in recognition of events (including the events described in Section 5(c)) affecting the Company, or the financial
statements of the Company, or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that
such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made
available under the Plan.


 






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(d) No Repricing. Except as provided
in Section 5(c), the Committee may not, without shareholder approval, seek to effect any re-pricing of any previously granted
“underwater” Option, SAR or similar Award by: (i) amending or modifying the terms of the Option, SAR or similar Award
to lower the exercise price; (ii) cancelling the underwater Option, SAR or similar Award and granting either (A) replacement
Options, SARs or similar Awards having a lower exercise price or (B) Restricted Shares, RSUs, Performance Awards or Other Share-Based Awards
in exchange; or (iii) cancelling or repurchasing the underwater Options, SARs or similar Awards for cash or other securities. An
Option, SAR or similar Award will be deemed to be “underwater” at any time when the Fair Market Value of the Shares covered
by such Award is less than the exercise price of the Award.


 


Section 15. Miscellaneous.


 


(a) No Employee, Consultant, Non-Employee Director,
Participant, or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of
treatment of employees, Participants or holders or Beneficiaries of Awards under the Plan. The terms and conditions of Awards need not
be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award that does not constitute a
promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan.


 


(b) The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Affiliate.
Further, the Company or any applicable Affiliate may at any time dismiss a Participant, free from any liability, or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award Agreement or in any other agreement binding on the parties. The
receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in the applicable
Award Agreement.


 


(c) 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 serves as a Consultant or Director) 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.


 


(d) 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 Committee’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 Committee’s request.


 


(e) No payment pursuant to the Plan shall be taken
into account in determining any benefits under any severance, pension, retirement, savings, profit sharing, group insurance, welfare or
other benefit plan of the Company or any Affiliate, except to the extent otherwise expressly provided in writing in such other plan or
an agreement thereunder.


 


(f) Nothing contained in the Plan shall prevent
the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, including the grant
of options and other stock-based awards, and such arrangements may be either generally applicable or applicable only in specific
cases.


 


(e) The Company shall be authorized to withhold
from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount
owing to a Participant the amount (in cash, Shares, other Awards, other property, net settlement, or any combination thereof) of applicable
withholding taxes due in respect of an Award, its exercise or settlement or any payment or transfer under such Award or under the Plan
and to take such other action (including providing for elective payment of such amounts in cash or Shares by such Participant) as may
be necessary to satisfy all obligations for the payment of such taxes and, unless otherwise determined by the Committee in its discretion,
to the extent such withholding would not result in liability classification of such Award (or any portion thereof) pursuant to FASB ASC
Subtopic 718-10. 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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(g) If any provision of the Plan or any Award Agreement
is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify
the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform
to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering
the intent of the Plan or the Award Agreement, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder
of the Plan and any such Award Agreement shall remain in full force and effect.


 


(h) Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any
other Person. To the extent that any Person acquires a right to receive payments from the Company pursuant to an Award, such right shall
be no greater than the right of any unsecured general creditor of the Company.


 


(i) 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 Committee’s or another third
party selected by the Committee. The form of delivery of any Shares (e.g., a stock certificate or electronic entry evidencing such shares)
shall be determined by the Company.


 


(j) No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in
lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.


 


(k) Awards may be granted to Participants who are
non-United States nationals or employed or providing services outside the United States, or both, on such terms and conditions
different from those applicable to Awards to Participants who are employed or providing services in the United States as may, in
the judgment of the Committee, be necessary or desirable to recognize differences in local law, tax policy or custom. The Committee also
may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization
for Participants on assignments outside their home country.


 


Section 16. Effective Date of the Plan. The
Plan shall be effective as of the Effective Date.


 


Section 17. Term of the Plan. No
Award shall be granted under the Plan after the earliest to occur of (i) the 10-year anniversary of September 21, 2021;
(ii) the maximum number of Shares available for issuance under the Plan have been issued; or (iii) the Board terminates the
Plan in accordance with Section 14(a). However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement,
any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue
or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan,
shall extend beyond such date.


 


Section 18. Cancellation or “Clawback”
of Awards.


 


(a) The Committee may specify in an Award Agreement
that a Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture
or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions
of an Award. Such events may include a Termination of Service with or without Cause (and, in the case of any Cause that is resulting from
an indictment or other non-final determination, the Committee may provide for such Award to be held in escrow or abeyance until a
final resolution of the matters related to such event occurs, at which time the Award shall either be reduced, cancelled or forfeited
(as provided in such Award Agreement) or remain in effect, depending on the outcome), violation of material policies, breach of non-competition,
non-solicitation, confidentiality or other restrictive covenants, or requirements to comply with minimum share ownership requirements,
that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company
and/or its Affiliates.


 






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(b) The Committee shall have full authority to implement
any policies and procedures necessary to comply with Section 10D of the Exchange Act and any rules promulgated thereunder
and any other regulatory regimes. Notwithstanding anything to the contrary contained herein, any Awards granted under the Plan (including
any amounts or benefits arising from such Awards) shall be subject to any clawback or recoupment arrangements or policies the Company
has in place from time to time and the Committee may, to the extent permitted by applicable law and stock exchange rules or by any applicable
Company policy or arrangement, and shall, to the extent required, cancel or require reimbursement of any Awards granted to the Participant
or any Shares issued or cash received upon vesting, exercise or settlement of any such Awards or sale of Shares underlying such Awards.


 


Section 19. Section 409A of the
Code. With respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of
Section 409A of the Code, and the provisions of the Plan and any Award Agreement shall be interpreted in a manner that satisfies
the requirements of Section 409A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term
or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted
and deemed amended so as to avoid this conflict. Notwithstanding anything in the Plan to the contrary, if the Board considers a Participant
to be a “specified employee” under Section 409A of the Code at the time of such Participant’s “separation
from service” (as defined in Section 409A of the Code), and any amount hereunder is “deferred compensation” subject
to Section 409A of the Code, any distribution of such amount that otherwise would be made to such Participant with respect to an
Award as a result of such “separation from service” shall not be made until the date that is six months after such “separation
from service,” except to the extent that earlier distribution would not result in such Participant’s incurring interest or
additional tax under Section 409A of the Code. If an Award includes a “series of installment payments” (within the meaning
of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), a Participant’s right to such series of installment payments
shall be treated as a right to a series of separate payments and not as a right to a single payment, and if an Award includes “dividend
equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), a Participant’s right to such dividend
equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding the foregoing, the tax treatment
of the benefits provided under the Plan or any Award Agreement is not warranted or guaranteed, and in no event shall the Company be liable
for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by a Participant on account of non-compliance with
Section 409A of the Code.


 


Section 20. Successors and Assigns.
The terms of the Plan shall be binding upon and inure to the benefit of the Company and any successor entity, including any successor
entity contemplated by Section 12(c).


 


Section 21. Data Protection. In
connection with the Plan, the Company may need to process personal data provided by the Participant to the Company or its Affiliates,
third party service providers or others acting on the Company’s behalf. Examples of such personal data may include, without limitation,
the Participant’s name, account information, social security number, tax number and contact information. The Company may process
such personal data in its legitimate business interests for all purposes relating to the operation and performance of the Plan, including
but not limited to:


 


(a) administering and maintaining Participant records;


 


(b) providing the services described in the Plan;


 






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(c) providing information to future purchasers or
merger partners of the Company or any Affiliate, or the business in which such Participant works; and


 


(d) responding to public authorities, court orders
and legal investigations, as applicable.


 


The Company may share the Participant’s personal
data with (i) Affiliates, (ii) trustees of any employee benefit trust, (iii) registrars, (iv) brokers, (v) third
party administrators of the Plan, (vi) third party service providers acting on the Company’s behalf to provide the services
described above or (vii) regulators and others, as required by law.


 


If necessary, the Company may transfer the Participant’s
personal data to any of the parties mentioned above in a country or territory that may not provide the same protection for the information
as the Participant’s home country. Any transfer of the Participant’s personal data to recipients in a third country will be
made subject to appropriate safeguards or applicable derogations provided for under applicable law. Further information on those safeguards
or derogations can be obtained through the contact set forth in the Employee Privacy Notice (the “Employee Privacy Notice”)
that previously has been provided by the Company or its applicable Affiliate to the Participant. The terms set forth in this Section 21
are supplementary to the terms set forth in the Employee Privacy Notice (which, among other things, further describes the rights of the
Participant with respect to the Participant’s personal data); provided that, in the event of any conflict between the terms of this
Section 21 and the terms of the Employee Privacy Notice, the terms of this Section 21 shall govern and control in relation to
the Plan and any personal data of the Participant to the extent collected in connection therewith.


 


The Company will keep personal data collected in
connection with the Plan for as long as necessary to operate the Plan or as necessary to comply with any legal or regulatory requirements.


 


A Participant has a right to (i) request access
to and rectification or erasure of the personal data provided, (ii) request the restriction of the processing of his or her personal
data, (iii) object to the processing of his or her personal data, (iv) receive the personal data provided to the Company and
transmit such data to another party, and (v) to lodge a complaint with a supervisory authority.


 


Section 22. Governing Law. The
Plan and each Award Agreement shall be governed by the laws of the State of Delaware, without application of the conflicts of law principles
thereof.


 


 


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