Exhibit 10.2


 


Final Draft: October 1, 2021


 


IHS HOLDING LIMITED

2021 OMNIBUS INCENTIVE PLAN


 


1.            PURPOSE
OF THE PLAN. The purpose of the 2021 Omnibus Incentive Plan (as it may be amended or restated from time to time, the “Plan”)
of IHS Holding Limited, a Cayman Islands limited company (the “Company”), is to provide incentive for future endeavors
and to advance the interests of the Company and its stockholders by encouraging ownership of the Common Stock of the Company by Employees,
Consultants, and Non-Employee Directors (as defined below) and to enable the Company to compete effectively with other enterprises for
the services of such Employees, Consultants, and Non-Employee Directors as may be needed for the continued improvement of the Company’s
business, through the grant of (a) options to purchase shares of Common Stock, either as Incentive Stock Options or Non-statutory
Stock Options (collectively “Options”), (b) shares of Common Stock that are subject to restrictions set forth
in the Plan or any individual award agreement (“Restricted Stock” or a “Restricted Stock Award”),
(c) Stock Appreciation Rights (as defined below), (d) restricted stock unit awards (a “Restricted Stock Unit Award”,
and collectively with a Restricted Stock Award, a “Restricted Award”), (e) Other Stock Based-Awards, and (f) Other
Cash Based-Awards (such Options, Restricted Awards, Stock Appreciation Rights, Other Stock Based-Awards, and Other Cash Based-Awards,
collectively, the “Awards”).


 


2.            PARTICIPANTS.


 


(a)          Awards
may be granted under the Plan to such Employees, Consultants, and Non-Employee Directors of the Company and its Affiliates (as defined
below) as shall be determined by the Committee as set forth in Section 6 of the Plan (each, a “Grantee”); provided,
however, that no Awards may be granted to any person if such grant would cause the Plan to cease to be an “employee benefit
plan” as defined in Rule 405 of Regulation C promulgated under the Securities Act.


 


(b)         Incentive
Stock Options may be granted only to Employees. Awards other than Incentive Stock Options may be granted to Employees, Consultants and
Non-Employee Directors and those individuals whom the Committee determines are reasonably expected to become Employees, Consultants and
Non-Employee Directors following the Date of Grant.


 


(c)          A
Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least 110% of the
Fair Market Value of the Common Stock at the Date of Grant and the Option is not exercisable after the expiration of five years from the
Date of Grant.


 






     


     


    

 


(d)          A
Consultant shall not be eligible for the grant of an Award if, at the time of grant, a Form S-8 Registration Statement under the
Securities Act (“Form S-8”) is not available to register either the offer or the sale of the Company’s securities
to such Consultant because of the nature of the services that the Consultant is providing to the Company (i.e., capital raising), or because
the Consultant is not a natural person, or as otherwise provided by the rules governing the use of Form S-8, unless the Company
determines both (i) that such grant (A) shall be registered in another manner under the Securities Act or (B) does not
require registration under the Securities Act in order to comply with the requirements of the Securities Act, if applicable, and (ii) that
such grant complies with the securities laws of all other relevant jurisdictions.


 


3.            EFFECTIVE
DATE; TERM OF THE PLAN. The Plan was adopted on 30 September, 2021 by the Board, subject to the approval by the stockholders of the
Company (the “Effective Date”). If the Plan is not so approved by the stockholders of the Company, then the Plan will
be null and void in its entirety.


 


4.            DEFINITIONS.


 


(a)         “Affiliate”
means any affiliate of the Company selected by the Committee; provided, that, with respect to any “stock right” within
the meaning of Section 409A of the Code, such affiliate must qualify as a “service recipient” within the meaning of
Section 409A of the Code and in applying Section 1563(a)(1), (2) and (3) of the Code for purposes of determining
a controlled group of corporations under Section 414(b) of the Code and in applying Treasury Regulation
Section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control
for purposes of Section 414(c) of the Code, the language “at least 50 percent” is used instead of “at
least 80 percent”; provided, that, with respect to Incentive Stock Options, it shall mean any subsidiary or parent of the
Company that is a corporation and that at the time qualifies as a “subsidiary corporation” within the meaning of
Section 424(f) of the Code or a “parent corporation” within the meaning of Section 424(e) of the
Code.


 


(b)          “Award
Agreement” means a written agreement between the Company and a Grantee evidencing the terms and conditions of an individual
Award grant. Each Award Agreement shall be subject to the terms and conditions of the Plan.


 


(c)          “Board”
means the board of directors of the Company.


 






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(d)          “Cause”
means (i) “Cause” as defined in the applicable Award Agreement, or any written employment or service agreement with the
Company or an Affiliate, to which the Grantee is a party, or (ii) if clause (i) does not apply, then “Cause” shall
mean (A) the Grantee’s conviction of, or entry of a plea of no contest to (x) a felony or (y) a misdemeanor involving
moral turpitude (or the equivalent of a misdemeanor involving moral turpitude or a felony in a jurisdiction other than the United States),
(B) the Grantee’s gross negligence or willful misconduct, or a willful failure to attempt in good faith to substantially perform
his or her duties (other than due to physical illness or incapacity), (C) the Grantee’s material breach of a material provision
of any employment agreement, consulting agreement, directorship agreement or similar services agreement or offer letter between the Grantee
and the Company or any of its Affiliates, or any non-competition, non-disclosure or non-solicitation agreement with
the Company or any of its Affiliates, (D) the Grantee’s material violation of any written policies adopted by the Company or
any of its Affiliates governing the conduct of persons performing services on behalf of the Company or any of its Affiliates, (E) the
Grantee obtaining any material improper personal benefit as result of breach by the Grantee of any covenant or agreement (including a
breach by the Grantee of the Company’s code of ethics or a material breach by the Grantee of other written policies furnished to
the Grantee relating to personal investment transactions) of which the Grantee was or should have been aware, (F) the Grantee’s
fraud or misappropriation, embezzlement or material misuse of funds or property belonging to the Company or any of its Affiliates, (G) the
Grantee’s use of alcohol or drugs that materially interferes with the performance of his or her duties, or (H) willful or reckless
misconduct in respect of the Grantee’s obligations to the Company or its Affiliates or other acts of misconduct by the Grantee occurring
during the course of the Grantee’s employment or service that in either case results in or could reasonably be expected to result
in material damage to the property, business or reputation of the Company or its Affiliates. Notwithstanding anything to the contrary
herein or elsewhere, if, within six (6) months following a Grantee’s termination of employment or service for any reason other
than by the Company or the applicable employer Affiliate for Cause, the Company or the applicable employer Affiliate determines that such
Grantee’s termination of employment or service could have been for Cause, such Grantee’s termination of employment or service
will be deemed to have been for Cause for all purposes, and such Grantee will be required to disgorge to the Company all amounts received
under the Plan, any Award Agreement or otherwise that would not have been payable to such Grantee had such termination of employment or
service been by the Company or the applicable employer Affiliate for Cause. The determination of whether Cause exists shall be made by
the Committee in its sole discretion.


 






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(e)          “Change
in Control” shall mean:


 


(i)           the
acquisition by any person, entity or “group” (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Exchange
Act, but excluding, for this purpose, the Company or its subsidiaries or any of their respective Affiliates, a corporation or other entity
owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of shares of
Common Stock in the Company, or any employee benefit plan of the Company or its subsidiaries which acquires beneficial ownership of voting
securities of the Company) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a majority
of either the then-outstanding shares of Common Stock or the combined voting power of the Company’s then-outstanding voting securities
entitled to vote generally in the election of Directors; or


 





(ii)           individuals
who, as of the Effective Date, constitute the Board (as of such date, the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board; provided, however, that any person becoming a Director subsequent to such date whose election,
or nomination for election, was approved by a vote of at least a majority of the Directors then constituting the Incumbent Board or was
effected in satisfaction of a contractual requirement that was approved by at least a majority of the Directors when constituting the
Incumbent Board (in each case, other than an election or nomination of an individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of Directors of the Company) shall be, for purposes of this Section(e)(ii),
considered as though such person were a member of the Incumbent Board; or


 


(iii)          there
is consummated a merger or consolidation of the Company with any other corporation or other entity, and, immediately after the consummation
of such merger or consolidation, either (x) the Board immediately prior to the merger or consolidation does not constitute at least
a majority of the board of directors of the company surviving the merger or consolidation or, if the surviving company is a subsidiary,
the ultimate parent thereof, or (y) the voting securities of the Company immediately prior to such merger or consolidation do not
continue, immediately thereafter, to represent or are not converted or exchanged into more than 50% of the combined voting power of the
then outstanding voting securities of the person resulting from such merger or consolidation or, if the surviving company is a subsidiary,
the ultimate parent thereof;


 


(iv)          the
sale of all or substantially all of the assets of the Company to any other person (other than the Company or its subsidiaries or any of
their respective Affiliates or any employee benefit plan of the Company or its subsidiaries);


 


(v)           the
stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement
or series of related agreements for the sale, lease or other disposition, directly or indirectly, by the Company of all or substantially
all of the Company’s assets, other than such sale or other disposition by the Company of all or substantially all of the Company’s
assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by stockholders of the Company
in substantially the same proportions as their ownership of the Company immediately prior to such sale.


 






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Notwithstanding the foregoing, except with respect
to clause (ii) and clause (iii)(x) above, a “Change in Control” shall not be deemed to have occurred by virtue of
the consummation of any transaction or series of integrated transactions immediately following which the record holders of the shares
of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership
in, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions. Notwithstanding the foregoing, to the extent
that any Award constitutes a deferral of compensation subject to Section  409A of the Code, and if that Award provides for payment
or a change in the time or form of payment based upon a Change in Control, then, solely for purposes of applying such payment or a change
in the time or form of payment provision, a Change in Control shall be deemed to have occurred upon an event described in this definition
only if the event would also constitute a change in ownership or effective control of, or a change in ownership of a substantial portion
of the assets of, the Company under Section 409A of the Code.


 


(f)           “Code”
means the Internal Revenue Code of 1986, as it may be amended from time to time.


 


(g)          “Committee”
means a committee of one or more members of the Board appointed by the Board to administer the Plan in accordance with Section 6(e).


 


(h)           “Common
Stock” means the common stock, $0.30 par value per share, of the Company.


 


(i)            “Consultant”
means any person, including an advisor (i) engaged by the Company or an Affiliate to render consulting or advisory services and
who is compensated for such services or who provides bona fide services to the Company or an Affiliate pursuant to a written
agreement or (ii) who is a member of the board of directors of an Affiliate; provided that, except as otherwise permitted in
Section 2(d) hereof, such person is a natural person and such services are not in connection with the offer or sale of
securities in a capital raising transaction and do not directly or indirectly promote or maintain a market for the Company’s
securities.


 






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(j)            “Date
of Grant” means the date on which the Committee adopts a resolution, or takes other appropriate action, expressly granting an
Award to a Grantee that specifies the key terms and conditions of the Award and from which the Grantee begins to benefit from or be adversely
affected by subsequent changes in the Fair Market Value of the Common Stock or, if a later date is set forth in such resolution, then
such date as is set forth in such resolution.


 


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


 


(l)           “Disability”
means (i) “Disability” as defined in the applicable Award Agreement, or any employment or service agreement with the
Company or an Affiliate, to which the Grantee is a party, or (ii) if clause (i) does not apply, (A) permanent and total
disability as determined under the Company’s, or an Affiliate’s, long-term disability plan applicable to the Grantee, or (B) if
there is no such plan applicable to the Grantee, “disability” as determined by the Committee (in each case, to the extent
applicable to any Award, as determined consistent with Section 22(e)(3) or 409A(a)(2)(C) of the Code).


 


(m)          “Dividend
Equivalent” has the meaning set forth in Section 14(c).


 


(n)          “Employee”
means any person employed by the Company or an Affiliate. Mere service as a Director or payment of a Director’s fee by the Company
or an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate.


 


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


 


(p)          “Fair
Market Value” means, as of any date, the value of the Common Stock as determined below. The Fair Market Value on any date on
which the Company’s shares of Common Stock are registered under Section 12 of the Exchange Act shall be the closing price of
a share of Common Stock on any national securities exchange or interdealer quotation system on which the shares of Common Stock are then
traded, as reported by the Wall Street Journal, on such date (if the such national securities exchange is not open for trading
on such date or if the closing price is not reported in the Wall Street Journal, then the closing price per share of the Common
Stock on such national securities exchange or interdealer quotation system on which the shares of Common Stock are then traded on the
next preceding day on which the national securities exchange was open for trading), provided, if the shares of Common Stock are
not then listed on a national securities exchange or interdealer quotation system, “Fair Market Value” shall mean the cash
consideration paid for the shares of Common stock, or the fair market value of the other property delivered for shares of Common stock,
as determined by the Board in good faith. Notwithstanding the foregoing, the determination of fair market value in all cases shall be
in accordance with the requirements set forth under Section 409A of the Code. Notwithstanding the foregoing, with respect to Awards
that are granted or become effective upon completion of an IPO, the Fair the Market Value
shall mean the per Share IPO price.


 






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(q)           “Form S-8”
has the meaning set forth in Section 2(d).


 


(r)            “Free
Standing Rights” has the meaning set forth in Section 15(a).


 


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


 


(t)           “Incentive
Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.


 


(u)          “IPO”
means the initial underwritten public offering of the shares of Common Stock pursuant to
a registration statement filed under the Securities Act.


 


(v)          “Non-Employee
Director” means a Director of the Company who is not an Employee.


 


(w)          “Nonstatutory
Stock Option” means an Option not intended to qualify as an Incentive Stock Option.


 


(x)          “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.


 


(y)           “Option”
means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan.


 


(z)           “Option
Agreement” means an agreement between the Company and an Optionholder evidencing the terms and conditions of an individual Option
grant. Each Option Agreement shall be subject to the terms and conditions of the Plan and need not be identical.


 


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


 


(bb)        “Other
Cash-Based Award” means a cash Award granted to a Grantee under Section 16 of the Plan, including cash awarded as a bonus
or upon the attainment of performance goals or otherwise as permitted under the Plan.


 


(cc)        “Other
Stock-Based Award” means a right or other interest granted to a Grantee under Section 16 of the Plan that may be denominated
or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of Common Stock, including but
not limited to dividend equivalents or performance units, each of which may be subject to the attainment of performance goals or a period
of continued employment or service or other terms or conditions as determined by the Committee.


 






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(dd)        “Plan”
means this IHS Holding Limited 2021 Omnibus Incentive Plan, as amended from time to time.


 


(ee)         “Related
Stock Appreciation Rights” has the meaning set forth in Section 15(a).


 


(ff)          “Restricted
Award” means any Award granted pursuant to Section 14(a).


 


(gg)        “Restricted
Period” has the meaning set forth in Section 4(a).


 


(hh)        “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.


 


(ii)           “SAR
Exercise Price” has the meaning set forth in Section 15(a).


 


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


 


(kk)        “Share
Limit” has the meaning set forth in Section 5(a).


 


(ll)          “Stock
Appreciation Right” means the right pursuant to an award granted under Section 14 to receive an amount equal to the excess,
if any, of (i) the Fair Market Value, as of the date such Stock Appreciation Right or portion thereof is surrendered, of the shares
of stock covered by such right or such portion thereof, over (ii) the aggregate SAR Exercise Price of such right or such portion
thereof.


 


(mm)      “Stock
for Stock Exchange” has the meaning set forth in Section 10(b).


 


(nn)        “Ten
Percent Stockholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing
more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates.


 


(oo)        “Vested
Unit” has the meaning set forth in Section 14(h).


 


5.            SHARES
SUBJECT TO THE PLAN.


 


(a)          Subject
to the provisions of Section 16 and subparagraphs (i), (ii), (iii), and (iv) of this Section 5(a), the number of shares
of Common Stock for which Awards may be granted under the Plan shall be 22,120,000 shares of Common Stock (the “Share Limit”).


 


(i)            If,
on or prior to the termination of the Plan as provided in Section 27, any Option or Stock Appreciation Rights granted under the Plan
shall have expired or terminated for any reason without having been exercised in full or any shares subject to a Restricted Award shall
have been forfeited, or any other Awards for which shares of Common Stock are deliverable are so forfeited, such unpurchased or forfeited
shares covered thereby shall again become available for the grant of Awards under the Plan. In addition, the following shares shall become
available again for the grant of Awards under the Plan: (x) shares of Common Stock tendered in payment of an Option; (y) shares
of Common Stock withheld by the Company to satisfy any tax withholding obligation; and (z) any shares of Common Stock that were subject
to a stock-settled Stock Appreciation Right that were not issued upon the exercise of such Stock Appreciation Right.


 






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(ii)            If,
on or prior to the termination of the Plan as provided in Section 27, any shares of Common Stock are subject to (x) an Award
that is settled in cash in lieu of shares of Common Stock, or (y) an Award that is exchanged with the Committee’s permission,
prior to the issuance of shares of Common Stock, for an Award pursuant to which shares of Common Stock may not be issued, then such shares
shall, in each such case, become available for the grant of Awards under Plan.


 


(iii)            Any
shares of Common Stock that are subject to Awards that may only be settled in cash shall not reduce such aggregate number of shares of
Common Stock for which Awards may be granted under the Plan.


 


(b)          All
shares of Common Stock reserved for issuance under the Plan may be used for Incentive Stock Options.


 


(c)          No
fractional shares of Common Stock may be issued and the Committee shall determine, in its sole discretion, whether cash shall be given
in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up or down as appropriate.


 


(d)          The
shares of Common Stock to be delivered pursuant to an Award shall be made available, at the discretion of the Committee, either from authorized
but previously unissued shares of Common Stock as permitted by the Company’s organizational documents or from shares re-acquired
by the Company, including shares of Common Stock purchased in the open market, and shares held in the treasury of the Company.


 


6.            ADMINISTRATION
OF THE PLAN.


 


(a)          The
Plan shall be administered by the Board unless and until the Board delegates administration to a Committee, as provided in Section 6(e).


 


(b)          The
Board shall have the power and authority to select and grant to Grantees Awards pursuant to the terms of the Plan. Notwithstanding the
foregoing, the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect
to Awards granted to Non-Employee Directors.


 






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(c)          In
particular, the Board shall have the authority: (i) to construe and interpret the Plan and apply its provisions; (ii) to
promulgate, amend, and rescind rules and regulations relating to the administration of the Plan; (iii) to authorize any
person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan; (iv) to delegate
its authority to one or more Officers of the Company with respect to awards that do not involve “insiders” within the
meaning of Section 16 of the Exchange Act; (v) to determine when Awards are to be granted under the Plan and the
applicable Date of Grant; (vi) from time to time to select, subject to the limitations set forth in the Plan, those Grantees to
whom Awards shall be granted; (vii) to determine the number of shares of Common Stock to be made subject to each Award;
(viii) to determine whether each Option is to be an Incentive Stock Option or a Nonstatutory Stock Option; (ix) to
prescribe the terms and conditions of each Award, including, without limitation, the exercise price and medium of payment, vesting
provisions and right of repurchase provisions, and to specify the provisions of the Award Agreement relating to such grant or sale;
(x) to amend any outstanding Awards, including for the purpose of modifying the time or manner of vesting, or the term of any
outstanding Award; (xi) to determine the duration and purpose of leaves of absences which may be granted to a Grantee without
constituting termination of their employment for purposes of the Plan, which periods shall be no shorter than the periods generally
applicable to Employees under the Company’s employment policies; (xii) to make decisions with respect to outstanding
Awards that may become necessary upon a change in corporate control or an event that triggers anti-dilution adjustments;
(xiii) establish special rules applicable to Awards to Grantees who are foreign nationals, are employed outside the United
States, or both, and grant Awards (or amend existing Awards) in accordance with those rules to the extent it deems it
necessary, appropriate or desirable to comply with foreign law or practices; and (xiv) to exercise discretion to make any and
all other determinations which it determines to be necessary or advisable for administration of the Plan. The Board may also modify
the purchase price or the exercise price of any outstanding Award, provided, however, that, except in connection with a corporate
transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares) or as is provided
in Section 17(a), and notwithstanding any other provisions of the Plan, the terms of outstanding Awards may not be amended to
reduce the exercise price of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation
Rights in exchange for other Awards or Options or Stock Appreciation Rights with an exercise price that is less than the exercise
price of the original Options or Stock Appreciation Rights, without, in each such case, first obtaining approval of the stockholders
of the Company of such amendment or action.


 






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(d)           The
interpretation and construction of any provision of the Plan or of any Award granted under it by the Committee shall be final, conclusive
and binding upon all parties, including the Company, its stockholders and Directors, and the Employees and Consultants of the Company
and its Affiliates. No Director or member of the Committee shall be liable to the Company, any stockholder, any Grantee or any employee
of the Company or its Affiliates for any action or determination made in good faith with respect to the Plan or any Award granted under
it. No member of the Committee may vote on any Award to be granted to him or her.


  


(e)            The
Committee. (i) The Board may delegate administration of the Plan to a Committee or Committees of two or more members of the
Board, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated.
If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the
powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the
Committee is authorized to exercise (and references in the Plan to the Board shall thereafter be to the Committee or subcommittee),
subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the
Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. The members of the
Committee shall be appointed by and serve at the pleasure of the Board. From time to time, the Board may increase or decrease the
size of the Committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution
therefor, and fill vacancies, however caused, in the Committee. The Committee shall act pursuant to a vote of the majority of its
members or, in the case of a committee comprised of only two members, the unanimous consent of its members, whether present or not,
or by the written consent of the majority of its members and minutes shall be kept of all of its meetings and copies thereof shall
be provided to the Board. Subject to the limitations prescribed by the Plan and the Board, the Committee may establish and follow
such rules and regulations for the conduct of its business as it may determine to be advisable.


 


(ii)            At
such time as the Common Stock is required to be registered under Section 12 of the Exchange Act, in the discretion of the Board,
a Committee may consist solely of two or more non-employee directors within the meaning of
Rule 16b-3. The Board shall have discretion to determine whether or not it intends to comply with the exemption requirements
of Rule 16b-3. However, if the Board intends to satisfy such exemption requirements, with respect to Awards to any insider subject
to Section 16 of the Exchange Act, the Committee shall be a compensation committee of the Board that at all times consists solely
of two or more non-employee directors within the meaning of Rule 16b-3. Within the scope
of such authority, the Board or the Committee may delegate to a committee of one or more members of the Board who are not non-employee
directors within the meaning of Rule 16b-3 the authority to grant Awards to eligible
persons who are not then subject to Section 16 of the Exchange Act. Nothing herein shall create an inference that an option is not
validly granted under the Plan in the event Awards are granted under the Plan by a compensation committee of the Board that does not at
all times consist solely of two or more non-employee directors within the meaning of Rule 16b-3.


    


(f)            The
expenses of administering the Plan shall be borne by the Company.


 






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7.            OPTION
PROVISIONS.


 


(a)          Each
Option shall be in such form and shall contain such terms and conditions as the Committee shall deem appropriate. All Options shall be
separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate
certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. Notwithstanding the
foregoing, it is the intention of the Company that all Options granted hereunder shall be intended to comply with the provisions and requirements
of Section 409A of the Code. The provisions of separate Options need not be identical, but each Option shall include (through incorporation
of provisions hereof by reference in the Option or otherwise) the substance of each of the provisions set forth in Sections 7 through
13 of the Plan.


 


(b)          To
the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and its Affiliates)
exceeds $100,000, the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be
treated as Nonstatutory Stock Options.


 


8.            OPTION
PRICE.


 


(a)          Subject
to the provisions of Section 2(c) regarding Ten Percent Stockholders, the purchase price of the shares of Common Stock covered
by each Incentive Stock Option granted under the Plan shall be not less than 100% of the Fair Market Value of such shares at the time
the Option is granted. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price lower than that
set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner
satisfying the provisions of Section 424(a) of the Code.


 






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(b)          The
exercise price of each Nonstatutory Stock Option shall be not less than 100% of the Fair Market Value of the Common Stock subject to the
Option on the date the Option is granted. Notwithstanding the foregoing, a Nonstatutory Stock Option may be granted with an exercise price
lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option
in a manner satisfying the provisions of Section 424(a) of the Code.


  


(c)            The
exercise price of any outstanding Options shall not be reduced during the term of such Options except by reason of an adjustment pursuant
to Section 17 hereof (and any such reduction shall be in


accordance with Section 409A of the Code),
nor shall the Committee cancel outstanding Options and reissue new Options at a lower exercise price in substitution for the canceled
Options. The Committee shall take no action with respect to an Option that would be treated as a repricing under the rules and regulations
of the principal U.S. national securities exchange on which the shares of Common Stock are listed without the approval of the stockholder
of the Company.


 


9.           TERM
OF OPTIONS. The expiration date of an Option granted under the Plan shall be as determined by the Committee at the time of grant,
provided that each such Option shall expire not more than ten years after the date such Option was granted. Notwithstanding the foregoing
in the event that on the last business day of the term of an Option (other than an Incentive Stock Option) (a) the exercise of such
Option is prohibited by applicable law or (b) shares of Common Stock may not be purchased or sold by certain employees or directors
of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection
with an issuance of securities by the Company, the Committee may provide that the term of the Option shall be extended but not beyond
a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement, to the
extent an extension does not cause adverse tax consequences to the Grantee under Section 409A of the Code, and provided
further that no extension will be made if the grant price of such Option at the date the initial term would otherwise expire is above
the Fair Market Value. Subject to the provisions of Section 2(d) regarding Ten Percent Stockholders, no Incentive Stock Option
shall be exercisable after the expiration of ten (10) years from the date it was granted.


 






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10.            VESTING;
EXERCISE OF OPTIONS.


 


(a)            Each
Option shall become exercisable in whole or in part or in installments at such time or times as the Committee may prescribe at the time
the Option is granted and specify in the Option Agreement. No Option shall be exercisable after the expiration of ten (10) years
from the date on which it was granted and no Option may be exercised, regardless of vesting, unless and until the Company has an effective
Registration Statement on Form S-8 (or such other applicable form) on file with the Securities and Exchange Commission to register
the sale of its common stock for issuance of shares upon the exercise of the Option, unless the Company determines that such grant (i) shall
be registered in another manner under the Securities Act or (ii) does not require registration under the Securities Act in order
to comply with the requirements of the Securities Act, if applicable.


  


(b)            The
exercise price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations,
either (i) in cash or by certified or bank check at the time the Option is exercised or (ii) in the discretion of the Committee,
upon such terms as the Committee shall approve, the exercise price may be paid: (A) by delivery to the Company of other Common Stock,
duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the exercise price (or portion thereof)
due for the number of shares being acquired, or by means of attestation whereby the Grantee identifies for delivery specific shares of
Common Stock that have a Fair Market Value on the date of attestation equal to the exercise price (or portion thereof) and receives a
number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation
shares of Common Stock (a “Stock for Stock Exchange”); (B) a “cashless” exercise program established
with a broker; (C) by reduction in the number of shares of Common Stock otherwise deliverable upon exercise of such Option with a
Fair Market Value equal to the aggregate exercise price at the time of exercise; or (D) in any other form of legal consideration
that may be acceptable to the Committee. Unless otherwise specifically provided in the Option, the purchase price of Common Stock acquired
pursuant to an Option that is paid by delivery (or attestation) to the Company of other Common Stock acquired, directly or indirectly
from the Company, shall be paid only by shares of the Common Stock of the Company. Notwithstanding the foregoing, during any period for
which the Common Stock is publicly traded (i.e., the Common Stock is listed on any established stock exchange or a national market system)
an exercise by an executive officer that involves or may involve a direct or indirect extension of credit or arrangement of an extension
of credit by the Company, directly or indirectly, in violation of Section 402(a) of the Sarbanes-Oxley Act (codified as Section 13(k) of
the Exchange Act) shall be prohibited with respect to any Award under the Plan.


 









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11.            TRANSFERABILITY
OF OPTIONS.


 


(a)           An
Incentive Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable
during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering
written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the
Optionholder, shall thereafter be entitled to exercise the Option.


  


(b)            A
Nonstatutory Stock Option may, in the sole discretion of the Committee, be transferable to a permitted transferee upon written approval
by the Committee to the extent provided in the Option Agreement. A permitted transferee includes: a transfer by gift or domestic relations
order to a member of the Optionholder’s immediate family (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 Optionholder’s household (other than a tenant or employee), a trust in which these
persons have more than 50% of the beneficial interest, a foundation in which these persons (or the Optionholder) control the management
of assets, and any other entity in which these persons (or the Optionholder) own more than 50% of the voting interests. If the Nonstatutory
Stock Option does not provide for transferability, then the Nonstatutory Stock Option shall not be transferable except by will or by the
laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding
the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third
party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.


  


12.           STOCKHOLDER
RIGHTS OF OPTIONHOLDER. No Optionholder shall have any rights to dividends or other rights of a stockholder with respect to shares
subject to an Option prior to the purchase of such shares upon exercise of the Option.


 


13.            TERMINATION
OF OPTION.


 


(a)           Except
as set forth in an individual Award Agreement with any Optionholder, upon termination of employment or service with the Company, all unvested
Options held by such Optionholder shall immediately terminate and all vested options shall remain exercisable until the earlier of (i) ninety
(90) days after the date of termination of employment or service or (ii) the expiration of the original term of the Option, except
as follows.


 


(i)            Death
and Disability. If an Optionholder’s employment or service with the Company is terminated by reason of death or Disability,
or if the Optionholder dies during the applicable ninety (90) day post-termination exercise period described above in this Section 13(a),
then all vested Options shall remain exercisable until the earlier of one (1) year after the date of death or termination due to
the grantee’s Disability, as applicable, or the expiration of the original term of the Option.


  


(ii)            Cause.
If a Grantee’s employment or service with the Company is terminated for Cause, then all Options held by the Optionholder, whether
vested or unvested, shall immediately terminate.


 






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(b)            Notwithstanding
the foregoing, the Committee may, at any time prior to any termination of such employment or service, determine in its sole discretion
that the exercise of any Option after termination of such employment or other relationship with the Company shall be subject to satisfaction
of the conditions precedent that the Optionholder refrain from engaging, directly or indirectly, in any activity which is competitive
with any activity of the Company or any of its Affiliates thereof and from otherwise acting, either prior to or after termination of
such employment or other relationship, in any manner inimical or in any way contrary to the best interests of the Company and that the
Optionholder furnish to the Company such information with respect to the satisfaction of the foregoing condition precedent as the Committee
shall reasonably request.


 


(c)            An
Optionholder under the Plan may make a written designation of a beneficiary in a manner prescribed by the Company. Such beneficiary,
or if no such designation of any beneficiary has been made, the legal representative of such Optionholder or such other person
entitled thereto as determined by a court of competent jurisdiction, may exercise, in accordance with and subject to the provisions
of this Section 13, any unterminated and unexpired Option granted to such Optionholder to the same extent that the Optionholder
himself or herself could have exercised such Option were he alive or able; provided, however, that no Option granted under the Plan
shall be exercisable for more shares than the Optionholder could have purchased thereunder on the date his or her employment by, or
other relationship with, the Company and its Affiliates was terminated.


 


14.            RESTRICTED
AWARDS.


 


(a)            A
Restricted Award is an Award of actual shares of Common Stock (“Restricted Stock”) or hypothetical Common Stock units
(“Restricted Stock Units”) having a value equal to the Fair Market Value of an identical number of shares of Common
Stock, which may, but need not, provide that such Restricted Award may not be sold, assigned, transferred or otherwise disposed of, pledged
or hypothecated as collateral for a loan or as security for the performance of any obligation or for any other purpose for such period
(the “Restricted Period”) as the Committee shall determine.


 






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(b)            Each
Grantee granted Restricted Stock shall execute and deliver to the Company an Award Agreement with respect to the Restricted Stock setting
forth the restrictions and other terms and conditions applicable to such Restricted Stock. If the Committee determines that the Restricted
Stock shall be held by the Company or in escrow rather than delivered to the Grantee pending the release of the applicable restrictions,
the Committee may require the Grantee to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to
the Committee, if applicable and (ii) the appropriate blank stock power with respect to the Restricted Stock covered by such agreement.
If a Grantee shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and stock
power, the Award shall be null and void. Subject to the restrictions set forth in the Award Agreement, the Grantee generally shall have
the rights and privileges of a stockholder as to such Restricted Stock, including the right to vote such Restricted Stock. At the discretion
of the Committee, cash dividends and stock dividends with respect to the Restricted Stock may be withheld by the Company for the Grantee’s
account, and interest may be credited on the amount of the cash dividends withheld at a rate and subject to such terms as determined by
the Committee. The cash dividends or stock dividends so withheld by the Committee and attributable to any particular share of Restricted
Stock (and earnings thereon, if applicable) shall be distributed to the Grantee in cash or, at the discretion of the Committee, in shares
of Common Stock having a Fair Market Value equal to the amount of such dividends, if applicable, upon the release of restrictions on such
share and, if such share is forfeited, the Grantee shall have no right to such dividends.


  


(c)            The
terms and conditions of a grant of Restricted Stock Units shall be reflected in an Award Agreement. No shares of Common Stock shall be
issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside a fund for the payment of any
such Award. At the discretion of the Committee, each Restricted Stock Unit (representing one share of Common Stock) may be credited with
cash and stock dividends paid by the Company in respect of one share of Common Stock (“Dividend Equivalents”). At the
discretion of the Committee, Dividend Equivalents may be withheld by the Company for the Grantee’s account, and interest may be
credited on the amount of cash Dividend Equivalents withheld at a rate and subject to such terms as determined by the Committee. Dividend
Equivalents credited to a Grantee’s account and attributable to any particular Restricted Stock Unit (and earnings thereon, if applicable)
shall be distributed in cash or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the
amount of such Dividend Equivalents and earnings, if applicable, to the Grantee upon settlement of such Restricted Stock Unit and, if
such Restricted Stock Unit is forfeited, the Grantee shall have no right to such Dividends Equivalents. Dividends and Dividend Equivalents
shall be paid in such form and manner (i.e., lump sum or installments), and at such time(s) as the Committee shall determine. All
dividends or Dividend Equivalents which are not paid currently may, at the Committee’s discretion, accrue interest, be reinvested
into additional shares of Common Stock or, in the case of dividends or Dividend Equivalents credited in connection with Restricted Stock
Awards, be credited as additional Restricted Stock Awards and paid to a Grantee if and when, and to the extent that, payment is made pursuant
to such Award.


 






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(d)            Restricted
Stock awarded to a Grantee shall be subject to the following restrictions until the expiration of the Restricted Period, and to such other
terms and conditions as may be set forth in the applicable Award Agreement: (i) if an escrow arrangement is used, the Grantee shall
not be entitled to delivery of the stock certificate; (ii) the shares shall be subject to the restrictions on transferability set
forth in the Award Agreement; (iii) the shares shall be subject to forfeiture to the extent provided in the applicable Award Agreement;
and (iv) to the extent such shares are forfeited, the stock certificates shall be returned to the Company, and all rights of the
Grantee to such shares and as a stockholder with respect to such shares shall terminate without further obligation on the part of the
Company.


 


(e)            Restricted
Stock Units awarded to any Grantee shall be subject to (i) forfeiture until the expiration of the Restricted Period, and satisfaction
of any applicable performance goals during such period, to the extent provided in the applicable Award Agreement, and to the extent such
Restricted Stock Units are forfeited, all rights of the Grantee to such Restricted Stock Units shall terminate without further obligation
on the part of the Company and (ii) such other terms and conditions as may be set forth in the applicable Award Agreement.


 


(f)            Upon
termination of a Grantee’s employment with or service to the Company or any of its Affiliates (including by reason of such Affiliate
ceasing to be an Affiliate of the Company), during the applicable Restricted Period, the Restricted Stock and Restricted Stock Unit shall
be forfeited, unless otherwise determined by the Committee and set forth in Award Agreement or otherwise, in its sole discretion. The
Committee, in its sole discretion, may provide (in an Award Agreement or otherwise) that the Restricted Stock and Restricted Stock Unit
may be paid subsequent to a termination of employment or service in certain events, including a Change in Control, the Grantee’s
death or Disability or any other specified termination of employment or service.


 


(g)            With
respect to Restricted Stock and Restricted Stock Units, the Restricted Period shall commence on the Date of Grant and end at the time
or times set forth on a schedule established by the Committee in the applicable Award Agreement.


 






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(h)            Upon
the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in this Section 14
and the applicable Award Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable
Award Agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Grantee, or his beneficiary,
without charge, the stock certificate evidencing the shares of Restricted Stock which have not then been forfeited and with respect to
which the Restricted Period has expired (to the nearest full share) and any cash dividends or stock dividends credited to the Grantee’s
account with respect to such Restricted Stock and the interest thereon, if any. Upon the expiration of the Restricted Period with respect
to any outstanding Restricted Stock Units, the Company shall deliver to the Grantee, or his beneficiary, without charge, one share of
Common Stock for each such outstanding Restricted Stock Unit (“Vested Unit”) and, unless otherwise provided in an
Award Agreement, cash equal to any Dividend Equivalents credited with respect to each such Vested Unit in accordance with Section 14(c) hereof
and the interest thereon or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to such Dividend
Equivalents’ interest thereon, if any; provided, however, that, if explicitly provided in the applicable Award Agreement, the Committee
may, in its sole discretion, elect to pay cash or part cash and part Common Stock in lieu of delivering only shares of Common Stock for
Vested Units. If a cash payment is made in lieu of delivering shares of Common Stock, the amount of such payment shall be equal to the
Fair Market Value of the Common Stock as of the date on which the Restricted Period lapsed with respect to such Vested Unit.


 


(i)            Each
certificate representing Restricted Stock awarded under the Plan shall bear a legend in the form the Company deems appropriate.


 


15.            STOCK
APPRECIATION RIGHTS.


 


(a)           A
stock appreciation right means the right pursuant to an Award granted under this Section 16 to receive an amount equal to the
excess, if any, of (i) the aggregate Fair Market Value, as of the date such Stock Appreciation Right or portion thereof is
surrendered, of the shares of Common Stock covered by such right or such portion thereof, over (ii) the aggregate exercise
price of such right or portion thereof (the “SAR Exercise Price”) which shall be at least 100% of the Fair Market
Value of such shares at the time the Stock Appreciation Right is granted (a “Stock Appreciation Right”). Stock
Appreciation Rights may be granted either alone (“Free Standing Rights”) or in conjunction with all or part of
any Option granted under the Plan (“Related Stock Appreciation Rights”). Related Stock Appreciation Rights may be
granted either at or after the time of the grant of such Option. In the case of an Incentive Stock Option, Related Stock
Appreciation Rights may be granted only at the time of the grant of the Incentive Stock Option. The Committee shall determine the
Grantee to whom, and the time or times at which, grants of Stock Appreciation Rights shall be made, the number of shares of Common
Stock to be awarded, the price per share, and all other conditions of Stock Appreciation Rights. Notwithstanding the foregoing, no
Related Stock Appreciation Right may be granted for more shares than are subject to the Option to which it relates and any Stock
Appreciation Right must be granted with an exercise price not less than the Fair Market Value of Common Stock on the date of grant.
The number of shares of Common Stock subject to the Stock Appreciation Right must be fixed on the date of grant of the Stock
Appreciation Right, and the right must not include any feature for the deferral of compensation other than the deferral of
recognition of income until the exercise of the right. The provisions of Stock Appreciation Rights need not be the same with respect
to each Grantee. Stock Appreciation Rights granted under the Plan shall be subject to the following terms and conditions set forth
in this Section 15 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the
Committee shall deem desirable, as set forth in the applicable Award Agreement.


 






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(b)            The
Grantee of a Stock Appreciation Right shall not have any rights with respect to such Award, unless and until such recipient has executed
an Award Agreement and delivered a fully executed copy thereof to the Company. Grantees who are granted Stock Appreciation Rights shall
have no rights as stockholders of the Company with respect to the grant or exercise of such rights.


 


(c)            The
expiration date of a Free Standing Right granted under the Plan shall be as determined by the Committee at the time of grant, provided
that each Free Standing Right shall expire not more than ten years after the date such Free Standing Right was granted, and provided further
that Free Standing Rights shall be exercisable at such time or times and subject to such other terms and conditions as shall be determined
by the Committee at or after grant. Notwithstanding the foregoing in the event that on the last business day of the term of the Free Standing
Right (a) the exercise of such Stock Appreciation Right is prohibited by applicable law or (b) shares of Common Stock may not
be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or
a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the Committee may provide that
the term of the Stock Appreciation Right shall be extended but not beyond a period of thirty (30) days following the end of the legal
prohibition, black-out period or lock-up agreement, to the extent an extension does not cause adverse tax consequences to the Grantee
under Section 409A of the Code, and provided further that no extension will be made if the grant price of such Stock Appreciation
Right at the date the initial term would otherwise expire is above the Fair Market Value.


 






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(d)            Related
Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the Options to which they relate shall
be exercisable in accordance with the provisions of Section 10 above and this Section 15 of the Plan.


 


(e)            Upon
the exercise of a Free Standing Right, the Grantee shall be entitled to receive up to, but not more than, that number of shares of Common
Stock equal in value to the excess of the Fair Market Value as of the date of exercise over the price per share specified in the Free
Standing Right (which price shall be no less than 100% of the Fair Market Value on the date of grant) multiplied by the number of shares
of Common Stock in respect of which the Free Standing Right is being exercised, with the Committee having the right to determine the form
of payment.


 


(f)            Upon
exercise thereof, the Grantee of a Stock Appreciation Right shall be entitled to receive from the Company, an amount equal to the
product of (i) the excess of the Fair Market Value, on the date of such written request, of one share of Common Stock over the
SAR Exercise Price per share specified in such Stock Appreciation Right or its related Option, multiplied by (ii) the number of
shares for which such Stock Appreciation Right shall be exercised. Payment may be made in the form of shares of Common Stock (with
or without restrictions as to substantial risk of forfeiture and transferability, as determined by the Committee in its sole
discretion), cash or a combination thereof, as determined by the Committee. Fractional shares resulting from the exercise of a Stock
Appreciation Right pursuant to this Section 16 shall be settled in cash.


 


(g)            The
exercise price of a Free Standing Right shall be determined by the Committee, but shall not be less than 100% of the Fair Market Value
of one share of Common Stock on the Date of Grant of such Stock Appreciation Right. A Related Stock Appreciation Right granted simultaneously
with or subsequent to the grant of an Option and in conjunction therewith or in the alternative thereto shall have the same exercise price
as the related Option, shall be transferable only upon the same terms and conditions as the related Option, and shall be exercisable only
to the same extent as the related Option; provided, however, that a Stock Appreciation Right, by its terms, shall be exercisable only
when the Fair Market Value per share of Common Stock subject to the Stock Appreciation Right and related Option exceeds the exercise price
per share thereof and no Stock Appreciation Rights may be granted in tandem with an Option unless the Committee determines that the requirements
of Section 15(a) are satisfied.


 


(h)            Upon
any exercise of a Stock Appreciation Right, the number of shares of Common Stock for which any related Option shall be exercisable shall
be reduced by the number of shares for which the Stock Appreciation Right shall have been exercised. The number of shares of Common Stock
for which a Stock Appreciation Right shall be exercisable shall be reduced upon any exercise of any related Option by the number of shares
of Common Stock for which such Option shall have been exercised.


 






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(i)            Stock
Appreciation Rights shall be transferable only when and to the extent that an Option would be transferable under Section 11 of the
Plan.


 


(j)            Except
as otherwise set forth in an Award Agreement with a Grantee, upon termination of employment or service, any outstanding Stock Appreciation
Rights shall be governed by the same principles relating to Options as set forth in Section 13 hereof.


 


16.            OTHER
STOCK-BASED OR OTHER CASH-BASED AWARDS. The Committee is authorized to grant Awards to Grantees in the form of Other Stock-Based Awards
or Other Cash-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan and as evidenced by an Award Agreement.
The Committee shall determine the terms and conditions of such Other Stock-Based and Other Cash-Based Awards, consistent with the terms
of the Plan, at the date of grant or thereafter, including any performance goals and performance periods. Common Stock or other securities
or property delivered pursuant to an Award in the nature of a purchase right granted under this Section 16 shall be purchased for
such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, shares of Common Stock,
other Awards, notes or other property, as the Committee shall determine, subject to any required corporate action.


 


17.            ADJUSTMENT
OF AND CHANGES IN CAPITALIZATION.


 


(a)           In
the event that the outstanding shares of Common Stock shall be changed in number or class by reason of split-ups, spinoffs, combinations,
mergers, consolidations or recapitalizations, or by reason of stock dividends, and extraordinary cash dividends, the number or class of
shares which thereafter may be issued pursuant to Awards granted under the Plan, and the number and class of shares then subject to Awards
theretofore granted and the price per share payable upon exercise of Options theretofore granted and the exercise price per share of Stock
Appreciation Rights theretofore granted shall be adjusted so as to reflect such change, all as determined by the Committee. In the event
there shall be any other change in the number or kind of the outstanding shares of Common Stock, or of any stock or other securities or
property into which such Common Stock shall have been changed, or for which it shall have been exchanged, then if the Committee shall
determine that such change equitably requires an adjustment in any outstanding Award theretofore granted or which may be granted under
the Plan, such adjustment shall be made in accordance with such determination. Any adjustment in Incentive Stock Options under this Section 17
shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the
Code, and any adjustments under this Section 17 shall be made in a manner which does not adversely affect the exemption provided
pursuant to Rule 16b-3 or otherwise result in a violation of Section 409A or Section 457A of the Code.


 






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(b)            Notice
of any adjustment shall be given by the Company to each Grantee with an Award which shall have been so adjusted and such adjustment (whether
or not such notice is given) shall be effective and binding for all purposes of the Plan.


 


(c)            Fractional
shares resulting from any adjustment of Awards pursuant to this Section 18 may be settled in cash or otherwise as the Committee may
determine.


 


(d)            Notwithstanding
the above, in the event of any of the following: (i) the Company is merged or consolidated with another corporation or entity and,
in connection therewith, consideration is received by stockholders of the Company in a form other than stock or other equity interests
of the surviving entity or outstanding Awards are not to be assumed upon consummation of the proposed transaction; (ii) all or substantially
all of the assets of the Company are acquired by another person; (iii) the reorganization or liquidation of the Company; or (iv) the
Company shall enter into a written agreement to undergo an event described in clause (i), (ii) or (iii) above, then the Committee
may, in its discretion and upon at least ten (10) days’ advance notice to the affected persons, cancel any outstanding Awards
and cause the holders thereof to be paid, in cash, stock or other property, or any combination thereof, the value of such Awards based
upon the price per share of Common Stock received or to be received by other stockholders of the Company in the event. The terms of this
Section 17 may be varied by the Committee in any particular Award Agreement.


 


18.            CHANGE
IN CONTROL. In the event of a Change in Control, notwithstanding any provision of the Plan to the contrary, the Committee may, in
its sole discretion, take any action with respect to all or any portion of a particular outstanding Award or Awards, including, but not
limited to, the following:


 


(a)            except
as may otherwise be provided in any Award Agreement or any other written agreement entered into by and between the Company and a Grantee,
if a Change in Control occurs and a Grantee’s Awards are not converted, assumed, or replaced by a successor, such Awards shall become
fully exercisable and all forfeiture restrictions on such Awards shall lapse; provided, however, if the exercise or vesting
of any Award would otherwise be subject to the achievement of performance conditions, the portion of such Award that shall become fully
exercisable or vested shall be based on the achievement of an assumed level of performance (which may be actual, target or maximum performance),
as determined by the Committee or as otherwise provided in an applicable Award Agreement;


 






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(b)            except
as may otherwise be provided in any Award Agreement or any other written agreement entered into by and between the Company and a Grantee,
if the Award either is assumed by the successor entity or an Affiliate thereof or replaced with a comparable Award (as determined by the
Committee) with respect to shares of the capital stock of the successor entity or Affiliate thereof, then such Award (if assumed) or the
replacement Award (if replaced) shall (i) provide a Grantee with rights and entitlements substantially equivalent to the rights,
terms and conditions applicable under such Award; and (ii) become fully vested, exercisable and payable and be released from any
restrictions on transfer (other than transfer restrictions applicable to Options) and repurchase or forfeiture rights, immediately upon
an involuntary termination of the Grantee’s employment or service, as applicable, by the Company without Cause within eighteen (18)
months following the Change in Control; provided, however, if the exercise or vesting of any Award would otherwise be subject
to the achievement of performance conditions, the portion of such Award that shall become assumed or replaced shall be based on the achievement
of an assumed level of performance (which may be actual, target or maximum performance) as determined by the Committee or as otherwise
provided in an applicable Award Agreement;


 


(c)            settle
Awards previously deferred;


 


(d)            adjust,
substitute, convert, cash out, settle and/or terminate outstanding Awards as the Committee, in its sole discretion, deems appropriate
and consistent with the Plan’s purposes; and


 





(e)            in
the case of any Award with an exercise price that equals or exceeds the price paid for a share of Common Stock in connection with the
Change in Control, the Committee may cancel the Award without the payment of consideration therefor.


 


To the extent practicable,
any actions taken by the Committee under this Section 18 may occur in a manner and at a time which allows affected participants the
ability to participate in the Change in Control transactions with respect to the shares of Common Stock subject to their Awards. In addition,
in the event of a Change in Control, the Committee may, in its sole discretion and upon at least ten (10) days’ advance notice
to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the
value of such Awards based upon the price per share of Common Stock received or to be received by other stockholders of the Company in
such Change in Control.


 






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19.            SECURITIES
ACTS REQUIREMENTS.


 


(a)            No
Option granted pursuant to the Plan shall be exercisable in whole or in part, and the Company shall not be obligated to sell any shares
of Common Stock subject to any such Option, if such exercise and sale or issuance would, in the opinion of counsel for the Company, violate
the Securities Act or other Federal or state statutes having similar requirements, as they may be in effect at that time; and each Option
shall be subject to the further requirement that, at any time that the Committee shall determine, in their respective discretion, that
the listing, registration or qualification of the shares of Common Stock subject to such Option under any securities exchange requirements
or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition
of, or in connection with, the granting of such Option or the issuance of shares thereunder, such Option may not be exercised or issued,
as the case may be, in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected
or obtained free of any conditions not acceptable to the Committee.


 


(b)            As
a condition to the issuance of any Award that may be settled in shares of Common Stock under the Plan, the Committee may require the Grantee
to furnish a written representation that he or she is acquiring such Award for investment and not with a view to distribution of the shares
to the public and a written agreement restricting the transferability of the shares of such Award, and may affix a restrictive legend
or legends on the face of the certificate representing such shares. Such representation, agreement and/or legend shall be required only
in cases where in the opinion of the Committee and counsel for the Company, it is necessary to enable the Company to comply with the provisions
of the Securities Act or other Federal or state statutes having similar requirements, and any stockholder who gives such representation
and agreement shall be released from it and the legend removed at such time as the shares to which they applied are registered or qualified
pursuant to the Securities Act or other Federal or state statutes having similar requirements, or at such other time as, in the opinion
of the Committee and counsel for the Company, the representation and agreement and legend cease to be necessary to enable the Company
to comply with the provisions of the Securities Act or other Federal or state statutes having similar requirements.


 


20.            DISQUALIFYING
DISPOSITIONS. Any Grantee who shall make a “disposition” (as defined in Section 424 of the Code) of all or any portion
of shares of Common Stock acquired upon exercise of an Incentive Stock Option within two years from the Date of Grant of such Incentive
Stock Option or within one year after the issuance of the shares of Common Stock acquired upon exercise of such Incentive Stock Option
shall be required to immediately advise the Company as to the occurrence of the sale and the price realized upon the sale of such shares
of Common Stock.


 






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21.            WITHHOLDING
OBLIGATIONS. To the extent provided by the terms of an Award Agreement and subject to the approval of the Committee, the Grantee
may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Common Stock under an
Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Grantee
by the Company) or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold
shares of Common Stock from the shares of Common Stock otherwise issuable to the Grantee as a result of the exercise or acquisition
of Common Stock under the Award, provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum
amount of tax required to be withheld by law; (c) delivering to the Company previously owned and unencumbered shares of Common
Stock of the Company; (d) through a cashless transaction through a broker; (e) by such other medium of payment as the
Committee, in its discretion, shall authorize; or (f) by any combination of the aforementioned methods of payment as may be
permitted by the Committee in its sole discretion. To the extent required by applicable Federal, state or local law, a Non-Employee
Director must make arrangements satisfactory to the Company for the payment of any withholding or similar tax obligations that arise
in connection with the Plan.


 


22.            AMENDMENT
OF THE PLAN AND AWARDS.


 


(a)            The
Board may at any time and from time to time alter, amend, suspend, or terminate the Plan in whole or in part. However, except as provided
in Section 17 relating to adjustments upon changes in Common Stock and Section 22(c), no amendment shall be effective unless
approved by the stockholders of the Company to the extent stockholder approval is necessary to satisfy any applicable law or securities
exchange listing requirements. At the time of such amendment, the Board shall determine, upon advice from counsel, whether such amendment
will be contingent on stockholder approval.


 


(b)            The
Board may, in its sole discretion, submit any other amendment to the Plan for stockholder approval.


 


(c)            It
is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible
Employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder
relating to Incentive Stock Options or to the nonqualified deferred compensation provisions of Section 409A or Section 457A
of the Code and/or to bring the Plan and/or Awards granted under it into compliance therewith.


 






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(d)            Notwithstanding
the foregoing, no amendment to or termination of the Plan shall materially and adversely affect any of the rights of any Grantee, without
such Grantee’s consent in writing. All changes described in this paragraph are at the sole discretion of the Board, may be made
at any time, and may have a retroactive effective date.


 


(e)            The
Board at any time, and from time to time, may amend the terms of any one or more Awards; provided, however, that the Board may not effect
any amendment which would otherwise constitute an impairment of the rights under any Award unless (i) the Company requests the consent
of the Grantee and (ii) the Grantee consents in writing.


 


23.            GENERAL
PROVISIONS.


 


(a)            No
Employment or Other Service Rights. Nothing in the Plan or any instrument executed or Award granted pursuant thereto shall confer
upon any Grantee any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted
or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and
with or without Cause or (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company
or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated,
as the case may be.


 


(b)            No
Stockholder Rights; Dividend Equivalents. The Grantee will not be deemed for any purpose to be, or to have any of the rights of, a
stockholder of the Company with respect to any shares of Common Stock represented by any Award (other than as provided with respect to
Awards of Restricted Stock) unless and until such time as shares of Common Stock represented by such vested Awards have been delivered
to the Grantee. The Grantee will have no right to receive any Dividend Equivalents until such time, if ever, any Award to which such Dividend
Equivalents relate shall have become vested.


 





(c)            Non-Uniform
Determinations. The Committee’s determinations under the Plan and Award Agreements need not be uniform and any such determinations
may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan (whether or not such persons
are similarly situated). Without limiting the generality of the foregoing, the Committee will be entitled, among other things, to make
non-uniform and selective determinations under Award Agreements, and to enter into non-uniform and selective Award Agreements, as to (i) the
persons to receive Awards, (ii) the terms and provisions of Awards and (iii) whether a Grantee’s employment has been terminated
for purposes of the Plan.


 






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(d)            Section 409A
and Section 457A of the Code. With respect to Awards subject to Section 409A or Section 457A of the Code, the Plan
is intended to comply with, or, be exempt from, the requirements of Section 409A and Section 457A 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 and Section 457A
of the Code, and the Plan shall be operated accordingly. If the Board (or its delegate) determines in its discretion that an Award is
determined to be “nonqualified deferred compensation” subject to Section 409A of the Code, and that Grantee is a “specified
employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder,
then the exercise or distribution of such Award upon a separation from service may not be made before the date which is six months after
the date the Grantee separates from service with the Company or any of its Affiliates. Notwithstanding any other provision contained herein,
terms such as “termination of service,” “termination of employment” and “termination of
engagement” shall mean a “separation from service” within the meaning of Section 409A of the Code, to
the extent any exercise or distribution hereunder could be deemed “non-qualified deferred compensation” for purposes thereof.
Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any Affiliate be liable to a Grantee on account
of an Award’s failure to (a) qualify for favorable U.S. or foreign tax treatment or (b) avoid adverse tax treatment under
U.S. or foreign law, including, without limitation, Sections 409A and 457A of the Code.


 


(e)            Section 16.
It is the intent of the Company that the Plan satisfy, and be interpreted in a manner that satisfies, the applicable requirements of Rule 16b-3
so that Grantees will be entitled to the benefit of Rule 16b-3, or any other rule promulgated under Section 16 of the Exchange
Act, and will not be subject to short-swing liability under Section 16 of the Exchange Act. Accordingly, if the operation of any
provision of the Plan would conflict with the intent expressed in this Section 23(e), such provision to the extent possible shall
be interpreted and/or deemed amended so as to avoid such conflict.


 


(f)            Right
of Offset. The Company or the applicable employer Affiliate will have the right to offset against its obligation to deliver shares
of Common Stock (or other property or cash) under the Plan or any Award Agreement any outstanding amounts (including, without limitation,
travel and entertainment or advance account balances, loans, repayment obligations under any Awards, or amounts repayable to the Company
or the applicable employer Affiliate pursuant to tax equalization, housing, automobile or other employee programs) that the Grantee then
owes to the Company or the applicable employer Affiliate and any amounts the Committee otherwise deems appropriate pursuant to any tax
equalization policy or agreement. Notwithstanding the foregoing, if an Award provides for the deferral of compensation within the meaning
of Section 409A or Section 457A of the Code, the Committee will have no right to offset against its obligation to deliver shares
of Common Stock (or other property or cash) under the Plan or any Award Agreement if such offset could subject the Grantee to the additional
tax imposed under Section 409A or Section 457A of the Code in respect of an outstanding Award.


 






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(g)            Clawback.
The Committee may, in its discretion, specify in an Award Agreement or a policy that will be deemed incorporated into an Award
Agreement by reference (regardless of whether such policy is established before or after the date of such Award Agreement), that a
Grantee’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture,
rescission or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting,
restrictions or performance conditions of an Award. Such events may include, but shall not be limited to, termination of employment
or service with or without Cause, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the
Grantee, or restatement of the Company’s financial statements to reflect adverse results from those previously released
financial statements, as a consequence of errors, omissions, fraud, or misconduct. Further, to the extent that the Grantee receives
any amount in excess of the amount that the Grantee should otherwise have received under the terms of the Award for any reason
(including, without limitation, by reason of mistake in calculations or other administrative error), the Grantee shall be required
to repay any such excess amount to the Company.


 


(h)            Data
Protection. By participating in the Plan, the Grantee consents to the holding and processing of personal information provided by the
Grantee to the Company or any Affiliate, trustee or third party service provider, for all purposes relating to the operation of the Plan.
These include, but are not limited to: (i) administering and maintaining Grantee records; (ii) providing information to the
Company, Affiliates, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan; (iii) providing
information to future purchasers or merger partners of the Company or any Affiliate, or the business in which the Grantee works; and (iv) transferring
information about the Grantee to any country or territory that may not provide the same protection for the information as the Grantee’s
home country.


 


(i)            Appendices.
The Committee may approve such supplements, amendments or appendices to the Plan as it may consider necessary or appropriate for purposes
of compliance with applicable laws or otherwise and such supplements, amendments or appendices shall be considered a part of the Plan;
provided, however, that no such supplements shall increase the share limitation contained in Section 5(a) of the
Plan.


 






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(j)            Governing
Law. The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the Cayman Islands without
regard to conflicts of laws thereof or of any other jurisdiction.


 


24.            CHANGES
IN LAW. The Board may amend the Plan and any outstanding Awards granted thereunder in such respects as the Board shall, in its sole
discretion, deem advisable in order to incorporate in the Plan or any such Awards any new provision or change designed to comply with
or take advantage of requirements or provisions of the Code or any other statute, or rules or regulations of the Internal Revenue
Service or any other Federal or state governmental agency enacted or promulgated after the adoption of the Plan.


 


25.            INDEMNIFICATION
No past, present or future Non-Employee Director, Officer, Employee, agent, advisor or Affiliate of the Company or any of its subsidiaries
will have any liability to any person (including any Grantee) for any action taken or omitted to be taken or any determination made in
good faith with respect to the Plan or any Award. Each such person will be indemnified and held harmless by the Company against and from
(i) any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such person in
connection with or resulting from any action, suit, claim or proceeding to which such person may be a party or in which such person may
be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement, in each case, in good faith and
(ii) any and all amounts paid by such person, with the Company’s approval, in settlement thereof, or paid by such person in
satisfaction of any judgment in any such action, suit or proceeding against such person, provided that the Company will have the
right, at its own expense, to assume and defend any such action, suit or proceeding and, once the Company gives notice of its intent to
assume the defense, the Company will have sole control over such defense with counsel of the Company’s choice. The foregoing right
of indemnification will not be available to a person to the extent that a court of competent jurisdiction in a final judgment or other
final adjudication, in either case, not subject to further appeal, determines that the acts or omissions of such person giving rise to
the indemnification claim resulted from such person’s bad faith, fraud or willful misconduct. The foregoing right of indemnification
will not be exclusive of any other rights of indemnification to which persons may be entitled under the Company’s organizational
documents, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such persons or hold them harmless.


 






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26.            ELECTRONIC
DELIVERY AND ACCEPTANCE. Subject to applicable laws, the Company may, in its sole discretion, deliver any documents related to
the Award, including, without limitation, applicable disclosures and procedures for the exercise of Awards, by electronic means. To
participate in the Plan, a Grantee consents to receive all applicable documentation by electronic delivery and through an on-line
(and/or voice activated) system established and maintained by the Company or a third party vendor designated by the Company.


 


27.            TERMINATION
OR SUSPENSION OF THE PLAN. The Plan shall terminate on the earliest of (a) the tenth (10th) anniversary of the Effective
Date or (b) such earlier time as the Board may determine. No Award shall be granted pursuant to the Plan after such date, but Awards
theretofore granted may extend beyond that date. The Board may suspend or terminate the Plan at any earlier date pursuant to Section 22(a) hereof.
No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.


 






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