Exhibit 10.8


 


CLARUS THERAPEUTICS HOLDINGS, INC.


 


2021 STOCK OPTION AND INCENTIVE PLAN


 


Section 1. GENERAL
PURPOSE OF THE PLAN; DEFINITIONS


 


The name of the plan is the
Clarus Therapeutics Holdings, Inc. 2021 Stock Option and Incentive Plan (as amended from time to time, the “Plan”).
The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Clarus Therapeutics
Holdings, Inc. (the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company largely depends
for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons
with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and
its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.


 


The following terms shall be defined as set forth
below:


 


“Act” means
the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


“Administrator”
means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation
committee and which is comprised of not less than two Non-Employee Directors who are independent.


 


“Affiliate”
means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in
Rule 405 of the Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary”
status is determined within the foregoing definition.


 


“Award”
or “Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive Stock
Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards,
Cash-Based Awards, and Dividend Equivalent Rights.


 


“Award Certificate”
means a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award
Certificate is subject to the terms and conditions of the Plan.


 


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


 


“Cash-Based Award”
means an Award entitling the recipient to receive a cash-denominated payment.


 


“Closing Date”
means the date of the closing of the transactions contemplated by that certain Merger Agreement, dated as of April 27, 2021, by and among
the Company and the other parties thereto.


 


“Code”
means the U.S. Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.


 


“Consultant”
means a consultant or adviser who provides bona fide services to the Company or an Affiliate as an independent contractor and who qualifies
as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Act.


 






     


     


    

 


“Date of Grant”
means the date on which the Company or the Administrator completes the corporate action necessary to create the legally binding right
constituting the Award, as contemplated under Section 409A.


 


“Dividend Equivalent
Right” means an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares
of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by
the grantee.


 


“Effective Date”
means the date on which the Plan becomes effective as set forth in Section 19.


 


“Exchange Act”
means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


“Fair Market Value”
of the Stock on any given date means the fair market value of the Stock determined in good faith by the Administrator based on the reasonable
application of a reasonable valuation method utilizing factors set forth under Section 409A; provided, however, that if the Stock is listed
on the National Association of Securities Dealers Automated Quotation System (“Nasdaq”), Nasdaq Global Market, The
New York Stock Exchange or another national securities exchange or traded on any established market, the determination shall be made by
reference to the closing price on such date. If there is no closing price for such date, the determination shall be made by reference
to the last date preceding such date for which there is a closing price.


 


“Incentive Stock
Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422
of the Code.


 


“Non-Employee Director”
means a member of the Board who is not also an employee of the Company or any Subsidiary.


 


“Non-Qualified Stock
Option” means any Stock Option that is not an Incentive Stock Option.


 


“Option”
or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.


 


“Restricted Shares”
means the shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture.


 


“Restricted Stock
Award” means an Award of Restricted Shares subject to such restrictions and conditions constituting substantial risks of forfeiture
(within the meaning of Section 83 of the Code) as the Administrator may determine at the time of grant.


 


“Restricted Stock
Units” means an Award of stock units subject to such restrictions and conditions as the Administrator may determine at the time
of grant.


 


“Sale Event”
means (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity,
(ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding
Stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding Stock or other equity
interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction,
(iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other
transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least
a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other
than as a result of the acquisition of securities directly from the Company.


 






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“Sale Price”
means the value as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share
of Stock pursuant to a Sale Event.


 


“Section 409A”
means Section 409A of the Code and the regulations and other guidance promulgated thereunder.


 


“Service Relationship”
means any relationship as an employee, Non-Employee Director or Consultant of the Company or any Affiliate. Unless as otherwise set forth
in the Award Certificate or as otherwise determined by the Administrator, a Service Relationship shall be deemed to continue without interruption
in the event a grantee’s status changes from full-time employee to part-time employee or a grantee’s status changes from employee
to Consultant or Non-Employee Director or vice versa, provided that there is no interruption or other termination of Service Relationship
in connection with the grantee’s change in capacity.


 


“Stock”
means the Common Stock, par value $0.0001 per share, of the Company, subject to adjustments pursuant to Section 3.


 


“Stock Appreciation
Right” means an Award entitling the recipient to receive shares of Stock (or cash, to the extent explicitly provided for in
the applicable Award Certificate) having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise over
the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation
Right shall have been exercised.


 


“Subsidiary”
means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly
or indirectly.


 


“Ten Percent Owner”
means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent
of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation.


 


“Unrestricted Stock
Award” means an Award of shares of Stock free of any restrictions.


 


Section 2. ADMINISTRATION
OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS


 


		(a)	Administration of Plan. The Plan shall be administered by the Administrator.



 


		(b)	Powers of Administrator. The Administrator shall have the power and authority to grant Awards consistent
with the terms of the Plan, including the power and authority:



 


		(i)	to select the individuals to whom Awards may from time to time be granted;



 


		(ii)	to determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified
Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based Awards,
and Dividend Equivalent Rights, or any combination of the foregoing, granted to any one or more grantees;



 


		(iii)	to determine the number of shares of Stock to be covered by any Award;



 


		(iv)	to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent
with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the
forms of Award Certificates;



 


		(v)	to accelerate at any time the exercisability or vesting of all or any portion of any Award;



 


		(vi)	subject to the provisions of Section 5(c) or 6(d), to extend at any time the period in which Stock Options
or Stock Appreciation Rights, respectively, may be exercised; and



 


		(vii)	at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the
Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award
(including related written instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all
disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.



 






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All decisions and interpretations of the Administrator
shall be binding on all persons, including the Company and Plan grantees.


 


		(c)	Delegation of Authority to Grant Awards. Subject to applicable law, the Administrator, in its discretion,
may delegate to a committee consisting of one or more officers of the Company, including the Chief Executive Officer of the Company, all
or part of the Administrator’s authority and duties with respect to the granting of Awards to individuals who are (i) not subject
to the reporting and other provisions of Section 16 of the Exchange Act and (ii) not members of the delegated committee. Any such delegation
by the Administrator shall include a limitation as to the amount of Stock underlying Awards that may be granted during the period of the
delegation and shall contain guidelines as to the determination of the exercise price and the vesting criteria. The Administrator may
revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Administrator’s
delegate or delegates that were consistent with the terms of the Plan.



 


		(d)	Award Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth
the terms, conditions and limitations for each Award in a manner consistent with terms of the Plan, and which may include, without limitation,
the term of an Award and the provisions applicable in the event the Service Relationship terminates.



 


		(e)	Indemnification. Neither the Board nor the Administrator, nor any member of either or any delegate
thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the
Plan, and the members of the Board and the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification
and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’
fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s articles or bylaws or any
directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification
agreement between such individual and the Company.



 


		(f)	Non-U.S. Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order
to comply with the laws in other countries in which the Company and its Affiliates operate or have employees or other individuals eligible
for Awards, the Administrator, in its sole discretion, shall have the power and authority to: (i) determine which Affiliates shall be
covered by the Plan; (ii) determine which individuals outside the United States are eligible to participate in the Plan; (iii) modify
the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish
subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions to be
necessary or advisable (and such subplans and/or modifications shall be incorporated into and made part of this Plan); provided, however,
that no such subplans and/or modifications shall increase the share limitations contained in Section 3(a) hereof; and (v) take any action,
before or after an Award is made, that the Administrator determines to be necessary or advisable to obtain approval or comply with any
local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator may not take any actions hereunder,
and no Awards shall be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or
any other applicable United States governing statute or law.



 






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Section 3. STOCK
ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION


 


		(a)	Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under
the Plan shall be 3,475,000 shares (the “Initial Limit”), plus on January 1, 2022 and each January 1 thereafter, the
number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively increased by (i) four (4%) percent
of the number of shares of Stock issued and outstanding on the immediately preceding December 31 or (ii) such lesser number of shares
as determined by the Administrator (the “Annual Increase”), in all cases subject to adjustment as provided in Section
3(b). Subject to such overall limitation, the maximum aggregate number of shares of Stock that may be issued in the form of Incentive
Stock Options shall not exceed the Initial Limit cumulatively increased on January 1, 2022 and each January 1 thereafter by the lesser
of the Annual Increase for such year or 3,475,000 shares of Stock, subject in all cases to adjustment as provided in Section 3(b). For
purposes of this limitation, the shares of Stock underlying any Awards under the Plan that are forfeited, canceled, held back upon exercise
of an Option or settlement of an Award to cover the exercise price or tax withholding, satisfied without the issuance of Stock or otherwise
terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan and, to the extent
permitted under Section 422 of the Code, the shares of Stock that may be issued as Incentive Stock Options. In the event the Company repurchases
shares of Stock on the open market, such shares shall not be added to the shares of Stock available for issuance under the Plan. Subject
to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award. The shares
available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company. Awards
that may be settled solely in cash shall not be counted against the share reserve, nor shall they reduce the shares of Stock authorized
for grant to a grantee in any calendar year.



 


		(b)	Changes in Stock. Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization,
reclassification, stock dividend, extraordinary cash dividend, stock split, reverse stock split or other similar change in the Company’s
capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or
other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash
assets are distributed with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale
of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities
of the Company or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate
adjustment in (i) the maximum number of shares reserved for issuance under the Plan, including the maximum number of shares that may be
issued in the form of Incentive Stock Options, (ii) the number and kind of shares or other securities subject to any then outstanding
Awards under the Plan, and (iii) the exercise price for each share subject to any then outstanding Stock Options and Stock Appreciation
Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of shares subject
to Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The Administrator
shall also make equitable or proportionate adjustments in the number of shares subject to outstanding Awards and the exercise price and
the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary
corporate event. The adjustment by the Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be issued
under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional
shares.



 






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		(c)	Mergers and Other Transactions. In the case of and subject to the consummation of a Sale Event,
the parties thereto may cause the assumption or continuation of Awards theretofore granted by the successor entity or an Affiliate thereof,
or the substitution of such Awards with new Awards of the successor entity or an Affiliate thereof, with appropriate adjustment as to
the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree. To the extent the parties
to such Sale Event do not provide for the assumption, continuation or substitution of Awards, upon the effective time of the Sale Event,
the Plan and all outstanding Awards granted hereunder shall terminate. In such case, except as may be otherwise provided in the relevant
Award Certificate, all Awards with time-based vesting, conditions or restrictions shall become fully vested and exercisable or nonforfeitable
as of the effective time of the Sale Event, and all Awards with conditions and restrictions relating to the attainment of performance
goals may become vested and exercisable or nonforfeitable in connection with a Sale Event in the Administrator’s discretion or to
the extent specified in the relevant Award Certificate. In the event of such termination, (i) the Company shall have the option (in its
sole discretion) to make or provide for a payment, in cash or in kind, to the grantees holding Options and Stock Appreciation Rights,
in exchange for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number of
shares of Stock subject to outstanding Options and Stock Appreciation Rights (to the extent then exercisable at prices not in excess of
the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Stock Appreciation Rights (provided that, in
the case of an Option or Stock Appreciation Right with an exercise price equal to or greater than the Sale Price, such Option or Stock
Appreciation Right shall be cancelled for no consideration); or (ii) each grantee shall be permitted, within a specified period of time
prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Options and Stock Appreciation
Rights (to the extent then exercisable) held by such grantee. The Company shall also have the option (in its sole discretion) to make
or provide for a payment, in cash or in kind, to the grantees holding other Awards in an amount equal to the Sale Price multiplied by
the number of vested shares of Stock under such Awards.



 


		(d)	Maximum Awards to Non-Employee Directors. Notwithstanding anything to the contrary in this Plan,
the value of all Awards awarded under this Plan and all other cash compensation paid by the Company to any Non-Employee Director in any
calendar year for service as a Non-Employee Director shall not exceed (i) $1,000,000 in the first calendar year an individual becomes
a Non-Employee Director and (ii) $650,000 in any other calendar year. For the purpose of this limitation, the value of any Award shall
be its grant date fair value, as determined in accordance with FASB ASC 718 or successor provision but excluding the impact of estimated
forfeitures related to service-based vesting provisions.



 






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Section 4. ELIGIBILITY


 


Grantees under the Plan will
be such employees, Non-Employee Directors and Consultants of the Company and its Affiliates as are selected from time to time by the Administrator
in its sole discretion; provided that Awards may not be granted to employees, Non-Employee Directors or Consultants who are providing
services only to any “parent” of the Company, as such term is defined in Rule 405 of the Act, unless (i) the stock underlying
the Awards is treated as “service recipient stock” under Section 409A or (ii) the Company has determined that such Awards
are exempt from or otherwise comply with Section 409A.


 


Section 5. STOCK
OPTIONS


 


		(a)	Award of Stock Options. The Administrator may grant Stock Options under the Plan. Any Stock Option
granted under the Plan shall be in such form as the Administrator may from time to time approve.



 


Stock Options granted under the Plan
may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the
Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the extent
that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.


 


Stock Options granted pursuant to this
Section 5 shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent
with the terms of the Plan, as the Administrator shall deem desirable. Subject to compliance with Section 409A, if the Administrator so
determines, Stock Options may be granted in lieu of cash compensation at the grantee’s election, subject to such terms and conditions
as the Administrator may establish.


 


		(b)	Exercise Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant
to this Section 5 shall be determined by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market
Value on the Date of Grant. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the exercise price of such
Incentive Stock Option shall be not less than 110 percent of the Fair Market Value on the Date of Grant. Notwithstanding the foregoing,
Stock Options may be granted with an exercise price per share that is less than 100 percent of the Fair Market Value on the Date of Grant
(i) pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, (ii) to individuals who are not
subject to U.S. income tax on the Date of Grant, or (iii) if the Stock Option is otherwise compliant in all respects with Section 409A.



 


		(c)	Option Term. The term of each Stock Option shall be fixed by the Administrator, but no Stock Option
shall be exercisable more than ten years after the date the Stock Option is granted. In the case of an Incentive Stock Option that is
granted to a Ten Percent Owner, the term of such Stock Option shall be no more than five years from the Date of Grant.



 


		(d)	Exercisability; Rights of a Stockholder. Stock Options shall become exercisable at such time or
times, whether or not in installments, as shall be determined by the Administrator at or after the Date of Grant. The Administrator may
at any time accelerate the exercisability of all or any portion of any Stock Option. An optionee shall have the rights of a stockholder
only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options.



 


		(e)	Method of Exercise. Stock Options may be exercised in whole or in part, by giving written or electronic
notice of exercise to the Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or
more of the following methods except to the extent otherwise provided in the applicable Award Certificate:



 






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		(i)	In cash, by certified or bank check or other instrument acceptable to the Administrator;



 


		(ii)	Through the delivery (or attestation to the ownership following such procedures as the Company may prescribe)
of shares of Stock that are not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market
Value on the exercise date;



 


		(iii)	By the grantee delivering to the Company a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price;
provided that in the event the grantee chooses to pay the purchase price as so provided, the grantee and the broker shall comply with
such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such
payment procedure; or



 


		(iv)	With respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement
pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with
a Fair Market Value on the exercise date that does not exceed the aggregate exercise price.



 


Payment instruments will be received
subject to collection. The transfer to the grantee on the records of the Company or of the transfer agent of the shares of Stock to be
purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the grantee (or a purchaser acting in his stead
in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of
any other requirements contained in the applicable Award Certificate or applicable provisions of laws (including the satisfaction of any
withholding taxes that the Company or an Affiliate is obligated to withhold with respect to the grantee). In the event an grantee chooses
to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred
to the grantee upon the exercise of the Stock Option shall be net of the number of attested shares. In the event that the Company establishes,
for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using an internet
website or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use of such an automated
system.


 


		(f)	Annual Limit on Incentive Stock Options. To the extent required for “incentive stock option”
treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with
respect to which Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and subsidiary corporations
become exercisable for the first time by a grantee during any calendar year shall not exceed $100,000. To the extent that any Stock Option
exceeds this limit, it shall constitute a Non-Qualified Stock Option.



 


Section 6. STOCK
APPRECIATION RIGHTS


 


		(a)	Award of Stock Appreciation Rights. The Administrator may grant Stock Appreciation Rights under
the Plan. A Stock Appreciation Right is an Award entitling the grantee to receive shares of Stock (or cash, to the extent explicitly provided
for in the applicable Award Certificate) having a value equal to the excess of the Fair Market Value of a share of Stock on the date of
exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the
Stock Appreciation Right shall have been exercised.



 






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		(b)	Exercise Price of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right shall
not be less than 100 percent of the Fair Market Value of the Stock on the date of grant. Notwithstanding the foregoing, Stock Appreciation
Rights may be granted with an exercise price per share that is less than 100 percent of the Fair Market Value on the Date of Grant (i)
pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, (ii) to individuals who are not subject
to U.S. income tax on the Date of Grant, or (iii) if the Stock Appreciation Right is otherwise compliant in all respects with Section
409A.



 


		(c)	Grant and Exercise of Stock Appreciation Rights. Stock Appreciation Rights may be granted by the
Administrator independently of any Stock Option granted pursuant to Section 5 of the Plan.



 


		(d)	Terms and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to
such terms and conditions as shall be determined on the Date of Grant by the Administrator. The term of a Stock Appreciation Right may
not exceed ten years. The terms and conditions of each such Award shall be determined by the Administrator, and such terms and conditions
may differ among individual Awards and grantees.



 


Section 7. RESTRICTED
STOCK AWARDS


 


		(a)	Nature of Restricted Stock Awards. The Administrator may grant Restricted Stock Awards under the
Plan. A Restricted Stock Award is any Award of Restricted Shares subject to such restrictions and conditions as the Administrator may
determine at the time of grant. Conditions may be based on continuing employment (or other Service Relationship) and/or achievement of
pre-established performance goals and objectives.



 


		(b)	Rights as a Stockholder. Upon the grant of the Restricted Stock Award and payment of any applicable
purchase price, a grantee shall have the rights of a stockholder with respect to the voting of the Restricted Shares and receipt of dividends;
provided, that if the lapse of restrictions with respect to the Restricted Stock Award is tied to the attainment of vesting conditions,
any dividends paid by the Company during the vesting period shall accrue and shall not be paid to the grantee until and to the extent
the vesting conditions are met with respect to the Restricted Stock Award. Unless the Administrator shall otherwise determine, (i) uncertificated
Restricted Shares shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject
to forfeiture until such Restricted Shares are vested as provided in Section 7(d) below, and (ii) certificated Restricted Shares shall
remain in the possession of the Company until such Restricted Shares are vested as provided in Section 7(d) below, and the grantee shall
be required, as a condition of the grant, to deliver to the Company such instruments of transfer as the Administrator may prescribe.



 


		(c)	Restrictions. Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered
or disposed of except as specifically provided herein or in the Award Certificate. Except as may otherwise be provided by the Administrator
either in the Award Certificate or, subject to Section 16 below, in writing after the Award is issued, if a grantee’s employment
(or other Service Relationship) with the Company and its Affiliates terminates for any reason, any Restricted Shares that have not vested
at the time of termination shall automatically and without any requirement of notice to such grantee from or other action by or on behalf
of, the Company be deemed to have been reacquired by the Company at their original purchase price (if any) from such grantee or such grantee’s
legal representative simultaneously with such termination of employment (or other Service Relationship), and thereafter shall cease to
represent any ownership of the Company by the grantee or rights of the grantee as a stockholder. Following such deemed reacquisition of
Restricted Shares that are represented by physical certificates, a grantee shall surrender such certificates to the Company upon request
without consideration.



 






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		(d)	Vesting of Restricted Shares. The Administrator at the time of grant shall specify the date or
dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of
the Restricted Shares shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives
and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Shares and shall be deemed “vested.”



 


Section 8. RESTRICTED
STOCK UNITS


 


		(a)	Nature of Restricted Stock Units. The Administrator may grant Restricted Stock Units under the
Plan. A Restricted Stock Unit is an Award of stock units that may be settled in shares of Stock (or cash, to the extent explicitly provided
for in the Award Certificate) upon the satisfaction of such restrictions and conditions at the time of grant. Conditions may be based
on continuing employment (or other Service Relationship) and/or achievement of pre-established performance goals and objectives. The terms
and conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual
Awards and grantees. Restricted Stock Units with deferred settlement dates are subject to Section 409A and shall contain such additional
terms and conditions as the Administrator shall determine in its sole discretion as necessary in order to comply with the requirements
of Section 409A.



 


		(b)	Election to Receive Restricted Stock Units in Lieu of Compensation. The Administrator may, in its
sole discretion, permit a grantee to elect to receive a portion of future cash compensation otherwise due to such grantee in the form
of an Award of Restricted Stock Units. Any such election shall be made in writing and shall be delivered to the Company no later than
the date specified by the Administrator and in accordance with Section 409A and such other rules and procedures established by the Administrator.
Any such future cash compensation that the grantee elects to defer shall be converted to a fixed number of Restricted Stock Units based
on the Fair Market Value of Stock on the date the compensation would otherwise have been paid to the grantee if such payment had not been
deferred as provided herein. The Administrator shall have the sole right to determine whether and under what circumstances to permit such
elections and to impose such limitations and other terms and conditions thereon as the Administrator deems appropriate. Any Restricted
Stock Units that are elected to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award
Certificate.



 


		(c)	Rights as a Stockholder. A grantee shall have the rights as a stockholder only as to shares of
Stock acquired by the grantee upon settlement of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend
Equivalent Rights with respect to the shares of Stock underlying his or her Restricted Stock Units, subject to the provisions of Section
11 and such terms and conditions as the Administrator may determine.



 


		(d)	Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate
or, subject to Section 16 below, in writing after the Award is issued, a grantee’s right in all Restricted Stock Units that have
not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of Service Relationship) with
the Company and its Affiliates for any reason.



 






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Section 9. UNRESTRICTED
STOCK AWARDS


 


Grant or Sale of Unrestricted
Stock. The Administrator may grant (or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted
Stock Award under the Plan. An Unrestricted Stock Award is an Award pursuant to which the grantee may receive shares of Stock free of
any restrictions under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration, or
in lieu of cash compensation due to such grantee.


 


Section 10. CASH-BASED
AWARDS


 


Grant of Cash-Based Awards.
The Administrator may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles the grantee to a payment in
cash upon the attainment of specified performance goals, including continued employment or other Service Relationship. The Administrator
shall determine the maximum duration of the Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions
upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Administrator shall determine; provided,
that to the extent required to avoid liability under Section 409A, such Cash-Based Award shall be exempt from or comply with the applicable
requirements under Section 409A. Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined
by the Administrator. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and
shall be made in cash.


 


Section 11. DIVIDEND
EQUIVALENT RIGHTS


 


		(a)	Dividend Equivalent Rights. The Administrator may grant Dividend Equivalent Rights under the Plan.
A Dividend Equivalent Right is an Award entitling the grantee to receive credits based on cash dividends that would have been paid on
the shares of Stock specified in the Dividend Equivalent Right (or other Award to which it relates) if such shares had been issued to
the grantee. A Dividend Equivalent Right may be granted hereunder to any grantee as a component of an Award of Restricted Stock Units
or as a freestanding Award. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Certificate. Dividend
equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional
shares of Stock, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market Value on the date of
reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent
Rights may be settled in cash or shares of Stock or a combination thereof, in a single installment or installments. A Dividend Equivalent
Right granted as a component of an Award of Restricted Stock Units shall provide that such Dividend Equivalent Right shall be settled
only upon settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire
or be forfeited or annulled under the same conditions as such other Award.



 


		(b)	Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate
or, subject to Section 16 below, in writing after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights shall
automatically terminate upon the grantee’s termination of employment (or cessation of Service Relationship) with the Company and
its Affiliates for any reason.



 


Section 12. TRANSFERABILITY
OF AWARDS


 


		(a)	Transferability. Except as provided in Section 12(b) below, during a grantee’s lifetime,
his or her Awards shall be exercisable only by the grantee, or by the grantee’s legal representative or guardian in the event of
the grantee’s incapacity. No Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other
than by will or by the laws of descent and distribution or pursuant to a domestic relations order. No Awards shall be subject, in whole
or in part, to attachment, execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void.



 






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		(b)	Administrator Action. Notwithstanding Section 12(a), the Administrator, in its discretion, may
provide either in the Award Certificate regarding a given Award or by subsequent written approval that the grantee (who is an employee
or Non-Employee Director) may transfer his or her Non-Qualified Stock Options to his or her immediate family members, to trusts for the
benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees
in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Award Agreement. In no event
may an Award be transferred by a grantee for value.



 


		(c)	Family Member. For purposes of Section 12(b), “family member” shall mean a grantee’s
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s
household (other than a tenant of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the beneficial
interest, a foundation in which these persons (or the grantee) control the management of assets, and any other entity in which these persons
(or the grantee) own more than 50 percent of the voting interests.



 


		(d)	Designation of Beneficiary. To the extent permitted by the Company and valid under applicable law,
each grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Award or receive
any payment under any Award payable on or after the grantee’s death. Any such designation shall be on a form provided for that purpose
by the Administrator and shall not be effective until received by the Administrator. If no beneficiary has been designated by a deceased
grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate or legal
heirs.



 


Section 13. TAX
WITHHOLDING


 


		(a)	Payment by Grantee. Each grantee shall, no later than the date as of which the value of an Award
or of any Stock or other amount received thereunder first becomes includable in the gross income of the grantee for income tax purposes,
pay to the Company or any applicable Affiliate, or make arrangements satisfactory to the Administrator regarding payment of, any U.S.
and non-U.S. federal, state, or local taxes of any kind required by law to be withheld by the Company or any applicable Affiliate with
respect to such income. The Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the grantee or to satisfy any applicable withholding obligations by any other method of
withholding that the Company and its Affiliates deem appropriate. The Company’s obligation to deliver evidence of book entry (or
stock certificates) to any grantee is subject to and conditioned on tax withholding obligations being satisfied by the grantee.



 


		(b)	Payment in Stock. The Administrator may cause any tax withholding obligation of the Company or
any applicable Affiliate to be satisfied, in whole or in part, by the Company withholding from shares of Stock to be issued pursuant to
any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding
amount due; provided, however, that the amount withheld does not exceed the maximum statutory tax rate or such lesser amount as is necessary
to avoid liability accounting treatment. For purposes of share withholding, the Fair Market Value of withheld shares shall be determined
in the same manner as the value of Stock includible in income of the grantees. The Administrator may also any tax withholding obligation
of the Company or any applicable Affiliate to be satisfied, in whole or in part, by an arrangement whereby a certain number of shares
of Stock issued pursuant to any Award are immediately sold and proceeds from such sale are remitted to the Company or any applicable Affiliate
in an amount that would satisfy the withholding amount due.



 






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Section 14. SECTION
409A AWARDS


 


Awards are intended to be
exempt from Section 409A to the greatest extent possible or to otherwise comply with Section 409A. The Plan and all Awards shall be interpreted
in accordance with such intent. To the extent that any Award is determined to constitute “nonqualified deferred compensation”
within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such additional rules and requirements
as specified by the Administrator from time to time in order to comply with Section 409A. In this regard, if any amount under a 409A Award
is payable upon a “separation from service” (within the meaning of Section 409A) to a grantee who is then considered a “specified
employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i)
six months and one day after the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such
delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section
409A. Further, the settlement of any 409A Award may not be accelerated except to the extent permitted by Section 409A. The Company makes
no representation that any or all of the payments or benefits described in the Plan will be exempt from or comply with Section 409A of
the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The grantee shall be solely
responsible for the payment of any taxes and penalties incurred under Section 409A, and neither the Company nor any of its Affiliates
will have any liability therewith.


 


Section 15. TERMINATION
OF SERVICE RELATIONSHIP, TRANSFER, LEAVE OF ABSENCE, ETC.


 


		(a)	Termination of Service Relationship. If the grantee’s Service Relationship is with an Affiliate
and such Affiliate ceases to be an Affiliate, the grantee shall be deemed to have terminated his or her Service Relationship for purposes
of the Plan; provided, that with respect to any 409A Award, a termination of a Service Relationship shall not be deemed to have occurred
unless such termination would constitute a “separation from service” under section 409A.



 


		(b)	For purposes of the Plan, the following events shall not be deemed a termination of a Service Relationship:



 


		(i)	a transfer to the Service Relationship of the Company from an Affiliate or from the Company to an Affiliate,
or from one Affiliate to another; or



 


		(ii)	an approved leave of absence for military service or sickness, or for any other purpose approved by the
Company, if the grantee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to
which the leave of absence was granted or if the Administrator otherwise so provides in writing.



 


Section 16. AMENDMENTS
AND TERMINATION


 


The Board may, at any time,
amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying
changes in law or for any other lawful purpose, but no such action shall materially and adversely affect rights under any outstanding
Award without the grantee’s consent. The Administrator is specifically authorized to exercise its discretion to reduce the exercise
price of outstanding Stock Options or Stock Appreciation Rights, effect the repricing of such Awards through cancellation and re-grants
or cancel such Awards in exchange for cash or other Awards. To the extent required under the rules of any securities exchange or market
system on which the Stock is listed, to the extent determined by the Administrator to be required by the Code to ensure that Incentive
Stock Options granted under the Plan are qualified under Section 422 of the Code, Plan amendments shall be subject to approval by Company
stockholders. Nothing in this Section 16 shall limit the Administrator’s authority to take any action permitted pursuant to Section
3(b) or 3(c).


 






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Section 17. STATUS
OF PLAN


 


With respect to the portion
of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall
have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in
connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements
to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence
of such trusts or other arrangements is consistent with the foregoing sentence.


 


Section 18. GENERAL
PROVISIONS


 


		(a)	No Distribution. The Administrator may require each person acquiring Stock pursuant to an Award
to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof.



 


		(b)	Issuance of Stock. To the extent certificated, stock certificates to grantees under this Plan shall
be deemed delivered for all purposes when the Company or a stock transfer agent of the Company shall have mailed such certificates in
the United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company. Uncertificated Stock
shall be deemed delivered for all purposes when the Company or a Stock transfer agent of the Company shall have given to the grantee by
electronic mail (with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address
on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry”
records). Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any evidence of book
entry or certificates evidencing shares of Stock pursuant to the exercise or settlement of any Award, unless and until the Administrator
has determined, with advice of counsel (to the extent the Administrator deems such advice necessary or advisable), that the issuance and
delivery is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any
exchange on which the shares of Stock are listed, quoted or traded. Any Stock issued pursuant to the Plan shall be subject to any stop-transfer
orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state or foreign jurisdiction,
securities or other laws, rules and quotation system on which the Stock is listed, quoted or traded. The Administrator may place legends
on any Stock certificate or notations on any book entry to reference restrictions applicable to the Stock. In addition to the terms and
conditions provided herein, the Administrator may require that an individual make such reasonable covenants, agreements, and representations
as the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements.
The Administrator shall have the right to require any individual to comply with any timing or other restrictions with respect to the settlement
or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Administrator.



 






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		(c)	Stockholder Rights. Until Stock is deemed delivered in accordance with Section 18(b), no right
to vote or receive dividends or any other rights of a stockholder will exist with respect to shares of Stock to be issued in connection
with an Award, notwithstanding the exercise of a Stock Option or any other action by the grantee with respect to an Award.



 


		(d)	Other Incentive Arrangements; No Rights to Continued Service Relationship. Nothing contained in
this Plan shall prevent the Board from adopting other or additional incentive arrangements, including trusts, and such arrangements may
be either generally applicable or applicable only in specific cases. The adoption of this Plan and the grant of Awards do not confer upon
any grantee any right to continued employment or other Service Relationship with the Company or any Affiliate.



 


		(e)	Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject
to the Company’s insider trading policies and procedures, as in effect from time to time.



 


		(f)	Clawback Policy. Awards under the Plan shall be subject to the Company’s clawback policy,
as in effect from time to time.



 


		(g)	Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any
Award, and the Administrator shall determine whether cash, other securities or other property 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.



 


Section 19. EFFECTIVE
DATE OF PLAN


 


This Plan shall become effective
upon the date immediately preceding the Closing Date, subject to stockholder approval in accordance with applicable state law, the Company’s
bylaws and articles of incorporation, and applicable stock exchange rules. No grants of Awards may be made hereunder after the tenth anniversary
of the Effective Date and no grants of Incentive Stock Options may be made hereunder after the tenth anniversary of the date the Plan
is approved by the Board.


 


Section 20. GOVERNING
LAW


 


This Plan and all Awards and
actions taken thereunder shall be governed by, and construed in accordance with, the General Corporation Law of the State of Delaware
as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal
laws of the Commonwealth of Massachusetts, applied without regard to conflict of law principles.


 


DATE APPROVED BY BOARD OF DIRECTORS: July 16,
2021


 


DATE APPROVED BY STOCKHOLDERS: August 27, 2021


 


 


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