Exhibit 10.8


 


Adopted by the Board of Directors of Motion Acquisition
Corp. on March 4, 2021


 


DOCGO,
INC.


2021 STOCK INCENTIVE PLAN


 


1. Purpose


 


The purpose of this DocGo, Inc. 2021 Stock Incentive Plan (the “Plan”)
is to promote and closely align the interests of employees, officers, non-employee directors and other service providers of DocGo, Inc.
(the “Company”) and its stockholders by providing stock-based compensation. The objectives of the Plan are to attract and
retain the best available employees for positions of substantial responsibility and to motivate Participants to optimize the profitability
and growth of the Company through incentives that are consistent with the Company’s goals and that link the personal interests of
Participants to those of the Company’s stockholders.


 


The Plan provides for the grant of Options, Stock Appreciation Rights,
Restricted Stock Units and Restricted Stock, any of which may be performance-based, as determined by the Committee.


 


2. Definitions


 


As used in the Plan, the following terms shall have the meanings set
forth below:


 


(a) “Affiliate” means any entity in which the Company has
a substantial direct or indirect equity interest, as determined by the Committee from time to time.


 


(b) “Act” means the Securities Exchange Act of 1934, as
amended, or any successor thereto.


 


(c) “Award” means an Option, Stock Appreciation Right,
Restricted Stock Unit, or Restricted Stock award granted to a Participant pursuant to the provisions of the Plan, any of which may be
subject to performance conditions.


 


(d) “Award Agreement” means a written agreement or other
instrument as may be approved from time to time by the Committee and designated as such implementing the grant of each Award. An Award
Agreement may be in the form of an agreement to be executed by both the Participant and the Company (or an authorized representative of
the Company) or certificates, notices or similar instruments as approved by the Committee and designated as such.


 


(e) “Beneficial Owner” shall have the meaning set forth
in Rule 13d-3 under the Act.


 


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


 


(g) “Cause” has the meaning set forth in an Award Agreement
or other written employment or services agreement between the Participant and the Company or an Affiliate thereof, or if no such meaning
applies, means a Participant’s Termination of Employment by the Company or an Affiliate by reason of the Participant’s (i)
material breach of his or her material obligations under any agreement, including any employment agreement, that he has entered into with
the Company or an Affiliate; (ii) intentional misconduct as an officer, employee, director, consultant or advisor of the Company or a
material violation of any material written policy of the Company; (iii) material breach of any fiduciary duty which the Participant owes
to the Company; or (iv) commission by the Participant of (A) a felony or (B) a crime involving fraud, embezzlement, dishonesty, or
moral turpitude. A Participant’s employment or service will be deemed to have been terminated for Cause if it is determined subsequent
to his or her termination of employment or service that grounds for termination of his or her employment or service for Cause existed
at the time of his or her termination of employment or service.


 






     


     


    

 


Adopted by the Board of Directors of Motion Acquisition
Corp. on March 4, 2021


 


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


 


(i) any Person becomes the Beneficial Owner, directly
or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person or any securities acquired
directly from the Company or its Affiliates) representing 50% or more of the combined voting power of the Company’s then outstanding
securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described paragraph (iii) below;
or


 


(ii) the following individuals cease for any reason
to constitute a majority of the number of directors then serving: individuals who, on the Effective Date (as defined below), constitute
the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened
election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment
or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least
a majority of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination
for election was previously so approved or recommended; or


 


(iii) there is consummated a merger or consolidation
of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation which
would result in the holders of the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing
to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof)
at least 50% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation; or


 


(iv) the implementation of a plan of complete liquidation
or dissolution of the Company; or


 


(v) there is consummated an agreement for the sale
or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or 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 is owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior
to such sale.


 


(i) “Code” means the Internal Revenue Code of 1986, as
amended from time to time, and the regulations issued thereunder.


 






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Adopted by the Board of Directors of Motion Acquisition
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(j) “Committee” means the Compensation Committee of the
Board (or any successor committee), or such other committee as designated by the Board to administer the Plan under Section 6.


 


(k) “Common Stock” means the common stock of the Company,
par value $0.0001 per share, or such other class or kind of shares or other securities as may be applicable under Section 13.


 


(l) “Company” means DocGo, Inc., a Delaware corporation,
and except as utilized in the definition of Change in Control, any successor corporation.


 


(m) “Disability” means, as determined by the Committee
in its discretion exercised in good faith, a physical or mental condition of a Participant that would entitle him or her to payment of
disability income payments under the Company’s long-term disability insurance policy or plan for employees as then in effect;
or in the event that a Participant is not covered, for whatever reason under the Company’s long-term disability insurance policy
or plan for employees or in the event the Company does not maintain such a long-term disability insurance policy, “Disability”
means a permanent and total disability as defined in section 22(e)(3) of the Code. A determination of Disability may be made by a physician
selected or approved by the Committee and, in this respect, Participants shall submit to an examination by such physician upon request
by the Committee.


 


(n) “Dividend Equivalents” mean an amount payable in cash
or Common Stock, as determined by the Committee, with respect to a Restricted Stock Unit equal to the dividends that would have been paid
to the Participant if the shares underlying the Award had been owned by the Participant.


 


(o) “Effective Date” means the date on which the Plan takes
effect, as defined pursuant to Section 4 of the Plan.


 


(p) “Eligible Person” means any current or prospective
employee, officer, non-employee director or other service provider of the Company or any of its Subsidiaries; provided, however that
Incentive Stock Options may only be granted to employees of the Company, a parent or a subsidiary corporation within the meaning of Section
424 of the Code.


 


(q) “Fair Market Value” means as of any date, the value
of the Common Stock determined as follows: (i) if the Common Stock is listed on any established stock exchange, system or market, its
Fair Market Value shall be the closing price for the Common Stock as quoted on such exchange, system or market as reported in the Wall
Street Journal or such other source as the Committee deems reliable (or, if no sale of Common Stock is reported for such date, on the
next preceding date on which any sale shall have been reported); and (ii) in the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good faith by the Committee by the reasonable application of a reasonable valuation
method, taking into account factors consistent with Treas. Reg. § 409A-1(b)(5)(iv)(B) as the Committee deems appropriate.


 


(r) “Incentive Stock Option” means a stock option that
is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.


 


(s) “Nonqualified Stock Option” means a stock option that
is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.


 






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Adopted by the Board of Directors of Motion Acquisition
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(t) “Option” means a right to purchase a number of shares
of Common Stock at such exercise price, at such times and on such other terms and conditions as are specified in or determined pursuant
to an Award Agreement. Options granted pursuant to the Plan may be Incentive Stock Options or Nonqualified Stock Options.


 


(u) “Participant” means any Eligible Person to whom Awards
have been granted from time to time by the Committee and any authorized transferee of such individual.


 


(v) “Person” shall have the meaning given in Section 3(a)(9)
of the Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of
its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries,
(iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.


 


(w) “Plan” means the DocGo, Inc. 2021 Stock Incentive Plan
as set forth herein and as amended from time to time.


 


(x) “Restricted Stock” means an Award or issuance of Common
Stock the grant, issuance, vesting and/or transferability of which is subject during specified periods of time to any such conditions
(including continued employment or engagement or performance conditions) and terms as the Committee deems appropriate.


 


(y) “Restricted Stock Unit” means an Award denominated
in units of Common Stock under which the issuance of shares of Common Stock (or cash payment in lieu thereof) is subject to such conditions
(including vesting, continued employment or engagement or performance conditions) and terms as the Committee deems appropriate.


 


(z) “Separation from Service” or “Separates from
Service” means the termination of Participant’s employment with the Company and all Subsidiaries that constitutes a “separation
from service” within the meaning of Section 409A of the Code.


 


(aa) “Stock Appreciation Right” or “SAR” means
a right granted that entitles the Participant to receive, in cash or Common Stock or a combination thereof, as determined by the Committee,
value equal to the excess of (i) the Fair Market Value of a specified number of shares of Common Stock at the time of exercise over (ii)
the exercise price of the right, as established by the Committee on the date of grant.


 


(bb) “Subsidiary” means any business association (including
a corporation or a partnership, other than the Company) in an unbroken chain of such associations beginning with the Company if each of
the associations other than the last association in the unbroken chain owns equity interests (including stock or partnership interests)
possessing 50% or more of the total combined voting power of all classes of equity interests in one of the other associations in such
chain.


 


(cc) “Substitute Awards” means Awards granted or Common
Stock issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation
to make future awards, by a predecessor of the company or a company acquired by the Company or any Subsidiary or with which the Company
or any Subsidiary combines. Without limitation, Substitute Awards include equity awards rolled over into Awards pursuant to the Merger
Agreement by and among Motion Acquisition Corp., Motion Merger Sub Corp., and Ambulnz, Inc., dated March 8, 2021.


 






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Adopted by the Board of Directors of Motion Acquisition
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(dd) “Termination of Employment” means ceasing to serve
as an employee of the Company and its Subsidiaries or, with respect to a non-employee director or other service provider, ceasing to serve
as such for the Company and its Subsidiaries, except that with respect to all or any Awards held by a Participant (i) the Committee may
determine that a leave of absence or employment on a less than full-time basis is considered a “Termination of Employment,”
(ii) the Committee may determine that a transition of employment to service with a partnership, joint venture or corporation not meeting
the requirements of a Subsidiary in which the Company or a Subsidiary is a party is not considered a “Termination of Employment,”
(iii) service as a member of the Board or other service provider shall constitute continued employment with respect to Awards granted
to a Participant while he or she served as an employee, and (iv) service as an employee of the Company or a Subsidiary shall constitute
continued service with respect to Awards granted to a Participant while he or she served as a member of the Board or other service provider.
The Committee shall determine whether any corporate transaction, such as a sale or spin-off of a division or subsidiary that employs or
engages a Participant, shall be deemed to result in a Termination of Employment with the Company and its Subsidiaries for purposes of
any affected Participant’s Awards, and the Committee’s decision shall be final and binding.


 


3. Eligibility


 


Any Eligible Person is eligible for selection by the Committee to receive
an Award.


 


4. Effective Date and Termination of Plan


 


The Plan shall become effective upon its approval by the stockholders
of the Company (the “Effective Date”). The Plan shall remain available for the grant of Awards until the tenth anniversary
of the Effective Date and shall automatically terminate on that date. Notwithstanding the foregoing, the Plan may be terminated at such
earlier time as the Board may determine. Termination of the Plan will not affect the rights and obligations of the Participants and the
Company arising under Awards granted prior to such termination.


 


5. Shares Subject to the Plan and to Awards


 


(a) Aggregate Limits. The aggregate number of shares of
Common Stock issuable under the Plan shall be equal to 16,607,894 shares; provided that such number of shares issuable under the Plan
will automatically increase on January 1st of each year beginning in 2022 and ending with a final increase on January 1, 2031, in an amount
equal to four percent (4%) of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year (provided
that the Board may provide that there will be no January 1st increase in the number of shares issuable for any such year or that the increase
in the number of shares issuable for any such year will be a smaller number of shares of Common Stock than would otherwise occur pursuant
to the preceding clause). The aggregate number of shares of Common Stock available for grant under this Plan and the number of shares
of Common Stock subject to Awards outstanding at the time of any event described in Section 13 shall be subject to adjustment as provided
in Section 13. The shares of Common Stock issued pursuant to Awards granted under this Plan may be shares that are authorized and unissued
or shares that were reacquired by the Company, including shares purchased in the open market.


 


(b) Issuance of Shares. For purposes of Section 5(a), the
aggregate number of shares of Common Stock issued under this Plan at any time shall equal only the number of shares of Common Stock actually
issued upon exercise or settlement of an Award. The aggregate number of shares available for issuance under this Plan at any time shall
not be reduced by (i) shares subject to Awards that have been terminated, expired unexercised, forfeited or settled in cash, (ii) shares
subject to Awards that have been retained or withheld by the Company in payment or satisfaction of the exercise price, purchase price
or tax withholding obligation of an Award, or (iii) shares subject to Awards that otherwise do not result in the issuance of shares in
connection with payment or settlement thereof. In addition, shares that have been delivered (either actually or by attestation) to the
Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of an Award shall be available
for issuance under this Plan.


 






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Adopted by the Board of Directors of Motion Acquisition
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(c) Substitute Awards. Substitute Awards shall not reduce
the shares of Common Stock authorized for issuance under the Plan. Additionally, in the event that a company acquired by the Company or
any Subsidiary, or with which the Company or any Subsidiary combines, has shares available under a pre-existing plan approved by stockholders
and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing
plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such
acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition
or combination) may be used for Awards under the Plan and shall not reduce the shares of Common Stock authorized for issuance under the
Plan; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the
terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were employees of such
acquired or combined company before such acquisition or combination.


 


(d) Tax Code Limits. The aggregate number of shares of
Common Stock that may be issued pursuant to the exercise of Incentive Stock Options granted under this Plan shall be equal to 16,607,894,
which number shall be calculated and adjusted pursuant to Section 13 only to the extent that such calculation or adjustment will not affect
the status of any option intended to qualify as an Incentive Stock Option under Section 422 of the Code.


 


(e) Limits on Awards to Non-Employee Directors. The
aggregate dollar value of equity-based (based on the grant date Fair Market Value of equity-based Awards) and cash compensation granted
under this Plan or otherwise during any calendar year to any non-employee director shall not exceed $400,000; provided, however, that
in the calendar year in which a non-employee director first joins the Board or is first designated as chairman of the Board or lead director,
the maximum aggregate dollar value of equity-based and cash compensation granted to the non-employee director may be up to two hundred
percent (200%) of the foregoing limit.


 


6. Administration of the Plan


 


(a) Administrator of the Plan. The Plan shall be administered
by the Committee. The Board shall fill vacancies on, and from time to time may remove or add members to, the Committee. The Committee
shall act pursuant to a majority vote or unanimous written consent. Any power of the Committee may also be exercised by the Board, except
to the extent that the grant or exercise of such authority would cause any Award or transaction to become subject to (or lose an exemption
under) the short-swing profit recovery provisions of Section 16 of the Act. To the extent that any permitted action taken by the Board
conflicts with action taken by the Committee, the Board action shall control. To the maximum extent permissible under applicable law,
the Committee (or any successor) may by resolution delegate any or all of its authority to one or more subcommittees composed of one or
more directors and/or officers of the Company, and any such subcommittee shall be treated as the Committee for all purposes under this
Plan. Notwithstanding the foregoing, if the Board or the Committee (or any successor) delegates to a subcommittee comprised of one or
more officers of the Company (who are not also directors) the authority to grant Awards, the resolution so authorizing such subcommittee
shall specify the total number of shares of Common Stock such subcommittee may award pursuant to such delegated authority, and no such
subcommittee shall designate any officer serving thereon or any executive officer or non-employee director of the Company as a recipient
of any Awards granted under such delegated authority. The Committee hereby delegates to and designates the chief financial officer of
the Company (or such other officer with similar authority), and to his or her delegates or designees, the authority to assist the Committee
in the day-to-day administration of the Plan and of Awards granted under the Plan, including without limitation those powers set forth
in Section 6(b)(iv) through (ix) and to execute agreements evidencing Awards made under this Plan or other documents entered into under
this Plan on behalf of the Committee or the Company. The Committee may further designate and delegate to one or more additional officers
or employees of the Company or any subsidiary, and/or one or more agents, authority to assist the Committee in any or all aspects of the
day-to-day administration of the Plan and/or of Awards granted under the Plan.


 






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Adopted by the Board of Directors of Motion Acquisition
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(b) Powers of Committee. Subject to the express provisions
of this Plan, the Committee shall be authorized and empowered to do all things that it determines to be necessary or appropriate in connection
with the administration of this Plan, including, without limitation:


 


(i) to prescribe, amend and rescind rules and regulations
relating to this Plan and to define terms not otherwise defined herein;


 


(ii) to determine which persons are Eligible Persons,
to which of such Eligible Persons, if any, Awards shall be granted hereunder and the timing of any such Awards;


 


(iii) to prescribe and amend the terms of the Award
Agreements, to grant Awards and determine the terms and conditions thereof;


 


(iv) to establish and verify the extent of satisfaction
of any performance goals or other conditions applicable to the grant, issuance, retention, vesting, exercisability or settlement of any
Award;


 


(v) to prescribe and amend the terms of or form
of any document or notice required to be delivered to the Company by Participants under this Plan;


 


(vi) to determine the extent to which adjustments
are required pursuant to Section 13;


 


(vii) to interpret and construe this Plan, any
rules and regulations under this Plan and the terms and conditions of any Award granted hereunder, and to make exceptions to any such
provisions if the Committee, in good faith, determines that it is appropriate to do so;


 


(viii) to approve corrections in the documentation
or administration of any Award; and


 


(ix) to make all other determinations deemed necessary
or advisable for the administration of this Plan.


 


Notwithstanding anything in this Plan to the contrary, with respect
to any Award that is “deferred compensation” under Section 409A of the Code, the Committee shall exercise its discretion in
a manner that causes such Awards to be compliant with or exempt from the requirements of such Code section. Without limiting the foregoing,
unless expressly agreed to in writing by the Participant holding such Award, the Committee shall not take any action with respect to any
Award which constitutes (i) a modification of a stock right within the meaning of Treas. Reg. § 1.409A-1(b)(5)(v)(B) so as to constitute
the grant of a new stock right, (ii) an extension of a stock right, including the addition of a feature for the deferral of compensation
within the meaning of Treas. Reg. § 1.409A-1 (b)(5)(v)(C), or (iii) an impermissible acceleration of a payment date or a subsequent
deferral of a stock right subject to Section 409A of the Code within the meaning of Treas. Reg. § 1.409A-1(b)(5)(v)(E).


 


The Committee may, in its sole and absolute discretion, without amendment
to the Plan but subject to the limitations otherwise set forth in Section 18, waive or amend the operation of Plan provisions respecting
exercise after Termination of Employment. The Committee or any member thereof may, in its sole and absolute discretion and, except as
otherwise provided in Section 18, waive, settle or adjust any of the terms of any Award so as to avoid unanticipated consequences or address
unanticipated events (including any temporary closure of an applicable stock exchange, disruption of communications or natural catastrophe).


 






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Adopted by the Board of Directors of Motion Acquisition
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(c) Determinations by the Committee. All decisions, determinations
and interpretations by the Committee regarding the Plan, any rules and regulations under the Plan and the terms and conditions of or operation
of any Award granted hereunder, shall be final and binding on all Participants, beneficiaries, heirs, assigns or other persons holding
or claiming rights under the Plan or any Award. The Committee shall consider such factors as it deems relevant, in its sole and absolute
discretion, to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice
of any officer or other employee of the Company and such attorneys, consultants and accountants as it may select. Members of the Board
and members of the Committee acting under the Plan shall be fully protected in relying in good faith upon the advice of counsel and shall
incur no liability except for gross negligence or willful misconduct in the performance of their duties.


 


(d) Subsidiary Awards. In the case of a grant of an Award
to any Participant employed by a Subsidiary, such grant may, if the Committee so directs, be implemented by the Company issuing any subject
shares of Common Stock to the Subsidiary, for such lawful consideration as the Committee may determine, upon the condition or understanding
that the Subsidiary will transfer the shares of Common Stock to the Participant in accordance with the terms of the Award specified by
the Committee pursuant to the provisions of the Plan. Notwithstanding any other provision hereof, such Award may be issued by and in the
name of the Subsidiary and shall be deemed granted on such date as the Committee shall determine.


 


7. Plan Awards


 


(a) Terms Set Forth in Award Agreement. Awards may be granted
to Eligible Persons as determined by the Committee at any time and from time to time prior to the termination of the Plan. The terms and
conditions of each Award shall be set forth in an Award Agreement in a form approved by the Committee for such Award, which Award Agreement
may contain such terms and conditions as specified from time to time by the Committee, provided such terms and conditions do not conflict
with the Plan. The Award Agreement for any Award (other than Restricted Stock awards) shall include the time or times at or within which
and the consideration, if any, for which any shares of Common Stock may be acquired from the Company. The terms of Awards may vary among
Participants, and the Plan does not impose upon the Committee any requirement to make Awards subject to uniform terms. Accordingly, the
terms of individual Award Agreements may vary.


 


(b) Performance Criteria. The Committee may establish performance
criteria and level of achievement that determine the number of shares of Common Stock, Restricted Stock Units, or cash to be granted,
retained, vested, issued or issuable under or in settlement of or the amount payable pursuant to an Award. Such performance-based awards
may be identified as “Performance Share,” “Performance Equity,” “Performance Unit” or other such term
as chosen by the Committee.


 


(c) Termination of Employment. Subject to the express provisions
of the Plan, the Committee shall specify before, at, or after the time of grant of an Award the provisions governing the effect(s) upon
an Award of a Participant’s Termination of Employment.


 


(d) Rights of a Stockholder. A Participant shall have no
rights as a stockholder with respect to shares of Common Stock covered by an Award (including voting rights) until the date the Participant
becomes the holder of record of such shares of Common Stock. No adjustment shall be made for dividends or other rights for which the record
date is prior to such date, except as provided in Section 10(b) or Section 13 of this Plan or as otherwise provided by the Committee.


 






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(e) Minimum Vesting. Except as otherwise provided in this Section
7(e), no Award shall be granted with terms providing for any right of vesting, exercise or lapse of vesting requirements earlier than
a date that is at least one year following the date of grant (or, in the case of vesting based upon performance objectives, exercise and
vesting restrictions cannot lapse earlier than the first anniversary measured from the date of the commencement of the period over which
performance is measured). Notwithstanding the foregoing, the following Awards that do not comply with the one year minimum vesting and
exercise requirements may be granted: (i) Substitute Awards; (ii) any Awards the Committee may grant up to a maximum of five percent (5%)
of the aggregate number of shares available for issuance under the Plan (for purposes of counting shares against the five percent (5%)
limitation, the share counting rules under Section 5(b) shall apply); and (iii) Awards granted to Non-Employee Directors so long as the
Awards provide for a right of exercise or lapse of any vesting obligations no earlier than the next annual stockholder meeting date following
the grant date, so long as the next annual stockholder meeting date is at least fifty (50) weeks after the immediately preceding annual
stockholder meeting date.


 


8. Options


 


(a) Grant, Term and Price. The grant, issuance, retention,
vesting and/or settlement of any Option shall occur at such time and be subject to such terms and conditions as determined by the Committee
or under criteria established by the Committee, which may include conditions based on continued employment or engagement, passage of time,
attainment of age and/or service requirements, and/or satisfaction of performance conditions. The term of an Option shall in no event
be greater than ten years; provided, however, the term of an Option (other than an Incentive Stock Option) shall be automatically extended
if, at the time of its scheduled expiration, the Participant holding such Option is prohibited by law or the Company’s insider trading
policy from exercising the Option, which extension shall expire on the thirtieth (30th) day following the date such prohibition no longer
applies. The Committee will establish the price at which Common Stock may be purchased upon exercise of an Option, which, in no event
will be less than the Fair Market Value of such shares on the date of grant; provided, however, that the exercise price per share of Common
Stock with respect to an Option that is granted as a Substitute Award may be less than the Fair Market Value of the shares of Common Stock
on the date such Option is granted if such exercise price is based on a formula set forth in the terms of the options held by such optionees
or in the terms of the agreement providing for such merger or other acquisition that satisfies the requirements of (i) Section 409A of
the Code, if such options held by such optionees are not intended to qualify as “incentive stock options” within the meaning
of Section 422 of the Code, and (ii) Section 424(a) of the Code, if such options held by such optionees are intended to qualify as “incentive
stock options” within the meaning of Section 422 of the Code. The exercise price of any Option may be paid in cash or such other
method as determined by the Committee, including an irrevocable commitment by a broker to pay over such amount from a sale of the shares
of Common Stock issuable under an Option, the delivery of previously owned shares of Common Stock or withholding of shares of Common Stock
deliverable upon exercise.


 


(b) No Repricing without Stockholder Approval. Other than
in connection with a change in the Company’s capitalization (as described in Section 13), the Committee shall not, without stockholder
approval, reduce the exercise price of a previously awarded Option and, at any time when the exercise price of a previously awarded Option
is above the Fair Market Value of a share of Common Stock, the Committee shall not, without stockholder approval, cancel and re-grant
or exchange such Option for cash or a new Award with a lower (or no) exercise price.


 


(c) No Reload Grants. Options shall not be granted under
the Plan in consideration for and shall not be conditioned upon the delivery of shares of Common Stock to the Company in payment of the
exercise price and/or tax withholding obligation under any other employee stock option.


 






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Adopted by the Board of Directors of Motion Acquisition
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(d) Incentive Stock Options. Notwithstanding anything to
the contrary in this Section 8, in the case of the grant of an Incentive Stock Option, if the Participant owns stock possessing more than
10% of the combined voting power of all classes of stock of the Company (a “10% Stockholder”), the exercise price of such
Option must be at least 110% of the Fair Market Value of the shares of Common Stock on the date of grant and the Option must expire within
a period of not more than five years from the date of grant. Notwithstanding anything in this Section 8 to the contrary, options designated
as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and will be deemed to be Nonqualified
Stock Options) to the extent that either (a) the aggregate Fair Market Value of shares of Common Stock (determined as of the time of grant)
with respect to which such Options are exercisable for the first time by the Participant during any calendar year (under all plans of
the Company and any Subsidiary) exceeds $100,000, taking Options into account in the order in which they were granted, or (b) such Options
otherwise remain exercisable but are not exercised within three months (or such other period of time provided in Section 422 of the Code)
of separation of service (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder).


 


(e) No Stockholder Rights. Participants shall have no voting
rights and will have no rights to receive dividends or Dividend Equivalents in respect of an Option or any shares of Common Stock subject
to an Option until the Participant has become the holder of record of such shares.


 


9. Stock Appreciation Rights


 


(a) General Terms. The grant, issuance, retention, vesting
and/or settlement of any Stock Appreciation Right shall occur at such time and be subject to such terms and conditions as determined by
the Committee or under criteria established by the Committee, which may include conditions based on continued employment or engagement,
passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. Stock Appreciation Rights
may be granted to Participants from time to time either in tandem with or as a component of Options granted under the Plan (“tandem
SARs”) or not in conjunction with other Awards (“freestanding SARs”). Upon exercise of a tandem SAR as to some or all
of the shares covered by the grant, the related Option shall be canceled automatically to the extent of the number of shares covered by
such exercise. Conversely, if the related Option is exercised as to some or all of the shares covered by the grant, the related tandem
SAR, if any, shall be canceled automatically to the extent of the number of shares covered by the Option exercise. Any Stock Appreciation
Right granted in tandem with an Option may be granted at the same time such Option is granted or at any time thereafter before exercise
or expiration of such Option, provided that the Fair Market Value of Common Stock on the date of the SAR’s grant is not greater
than the exercise price of the related Option. All freestanding SARs shall be granted subject to the same terms and conditions applicable
to Options as set forth in Section 8 and all tandem SARs shall have the same exercise price as the Option to which they relate. Subject
to the provisions of Section 8 and the immediately preceding sentence, the Committee may impose such other conditions or restrictions
on any Stock Appreciation Right as it shall deem appropriate. Stock Appreciation Rights may be settled in Common Stock, cash, Restricted
Stock or a combination thereof, as determined by the Committee and set forth in the applicable Award Agreement.


 


(b) No Repricing without Stockholder Approval. Other than
in connection with a change in the Company’s capitalization (as described in Section 13), the Committee shall not, without stockholder
approval, reduce the exercise price of a previously awarded Stock Appreciation Right and, at any time when the exercise price of a previously
awarded Stock Appreciation Right is above the Fair Market Value of a share of Common Stock, the Committee shall not, without stockholder
approval, cancel and re-grant or exchange such Stock Appreciation Right for cash or a new Award with a lower (or no) exercise price.


 






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(c) No Stockholder Rights. Participants shall have no voting
rights and will have no rights to receive dividends or Dividend Equivalents in respect of an Award of Stock Appreciation Rights or any
shares of Common Stock subject to an Award of Stock Appreciation Rights until the Participant has become the holder of record of such
shares.


 


10. Restricted Stock and Restricted Stock Units


 


(a) Vesting and Performance Criteria. The grant, issuance,
vesting and/or settlement of any Award of Restricted Stock or Restricted Stock Units shall occur at such time and be subject to such terms
and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued
employment or engagement, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions.
In addition, the Committee shall have the right to grant Restricted Stock or Restricted Stock Units as the form of payment for grants
or rights earned or due under other stockholder-approved compensation plans or arrangements of the Company.


 


(b) Dividends and Distributions; Dividend Equivalents.
Participants in whose name Restricted Stock is granted shall be entitled to receive all dividends and other distributions paid with respect
to those shares of Common Stock, unless determined otherwise by the Committee. The Committee will determine whether any such dividends
or distributions will be automatically reinvested in additional shares of Restricted Stock and/or subject to the same restrictions on
transferability as the Restricted Stock with respect to which they were distributed or whether such dividends or distributions will be
paid in cash. Any Dividend Equivalents that are granted with respect to any Award of Restricted Stock Units shall be accrued and deferred
with respect to such Award and the amount thereof paid and settled upon settlement of the Award of Restricted Stock Units.


 


(c) Voting Rights. Participants in whose name Restricted
Stock Units are granted shall have no voting rights with respect to any Restricted Stock Units granted hereunder.


 


11. Deferral of Payment


 


The Committee may, in an Award Agreement or otherwise, provide for
the deferred delivery of Common Stock or cash upon settlement, vesting or other events with respect to an Award. Notwithstanding anything
herein to the contrary, in no event will any election to defer the delivery of Common Stock or any other payment with respect to any Award
be allowed if the Committee determines, in its sole discretion, that the deferral would result in the imposition of the additional tax
under Section 409A(a)(1)(B) of the Code. No Award shall provide for deferral of compensation that does not comply with Section 409A of
the Code. The Company, the Board and the Committee shall have no liability to a Participant, or any other party, if an Award that is intended
to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Board or the
Committee.


 






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12. Conditions and Restrictions Upon Securities Subject to Awards


 


The Committee may provide that the Common Stock issued upon exercise
of an Option or Stock Appreciation Right or otherwise subject to or issued under an Award shall be subject to such further agreements,
restrictions, conditions or limitations as the Committee in its discretion may specify prior to the exercise of such Option or Stock Appreciation
Right or the grant, vesting or settlement of such Award, including without limitation, conditions on vesting or transferability, forfeiture
or repurchase provisions and method of payment for the Common Stock issued upon exercise, vesting or settlement of such Award (including
the actual or constructive surrender of Common Stock already owned by the Participant) or payment of taxes arising in connection with
an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales by the Participant or other
subsequent transfers by the Participant of any shares of Common Stock issued under an Award, including without limitation (i) restrictions
under an insider trading policy or pursuant to applicable law, (ii) restrictions designed to delay and/or coordinate the timing and manner
of sales by the Participant and holders of other Company equity compensation arrangements, (iii) restrictions as to the use of a specified
brokerage firm for such resales or other transfers and (iv) provisions requiring Common Stock be sold on the open market or to the Company
in order to satisfy tax withholding or other obligations.


 


13. Adjustment of and Changes in the Stock


 


(a) The number and kind of shares of Common Stock available for issuance
under this Plan (including under any Awards then outstanding), and the number and kind of shares of Common Stock subject to the limits
set forth in Section 5 of this Plan, shall be equitably adjusted by the Committee to reflect any reorganization, reclassification, combination
of shares, stock split, reverse stock split, spin-off, dividend or distribution of securities, property or cash (other than regular, quarterly
cash dividends), or any other event or transaction that affects the number or kind of shares of Common Stock outstanding. Such adjustment
may be designed to comply with Section 424 of the Code or may be designed to treat the shares of Common Stock available under the Plan
and subject to Awards as if they were all outstanding on the record date for such event or transaction or to increase the number of such
shares of Common Stock to reflect a deemed reinvestment in shares of Common Stock of the amount distributed to the Company’s securityholders.
The terms of any outstanding Award shall also be equitably adjusted by the Committee as to price, number or kind of shares of Common Stock
subject to such Award, vesting, and other terms to reflect the foregoing events, which adjustments need not be uniform as between different
Awards or different types of Awards. No fractional shares of Common Stock shall be issued or issuable pursuant to such an adjustment.


 


(b) In the event there shall be any other change in the number or kind
of outstanding shares of Common Stock, or any stock or other securities into which such Common Stock shall have been changed, or for which
it shall have been exchanged, by reason of a Change in Control, other merger, consolidation or otherwise, then the Committee shall determine
the appropriate and equitable adjustment to be effected, which adjustments need not be uniform between different Awards or different types
of Awards. In addition, in the event of such change described in this paragraph, the Committee may accelerate the time or times at which
any Award may be exercised, consistent with and as otherwise permitted under Section 409A of the Code, and may provide for cancellation
of such accelerated Awards that are not exercised within a time prescribed by the Committee in its sole discretion.


 






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(c) Unless otherwise expressly provided in the Award Agreement or another
contract, including an employment or services agreement, or under the terms of a transaction constituting a Change in Control, the Committee
may provide that any or all of the following shall occur upon a Participant’s Termination of Employment without Cause within twenty-four
(24) months following a Change in Control: (a) in the case of an Option or Stock Appreciation Right, the Participant shall have the ability
to exercise any portion of the Option or Stock Appreciation Right not previously exercisable, (b) in the case of any Award the vesting
of which is in whole or in part subject to performance criteria, all conditions to the grant, issuance, retention, vesting or transferability
of, or any other restrictions applicable to, such Award shall immediately lapse and the Participant shall have the right to receive a
payment based on target level achievement or actual performance through a date determined by the Committee, and (c) in the case of outstanding
Restricted Stock and/or Restricted Stock Units (other than those referenced in subsection (b)), all conditions to the grant, issuance,
retention, vesting or transferability of, or any other restrictions applicable to, such Award shall immediately lapse. Notwithstanding
anything herein to the contrary, in the event of a Change in Control in which the acquiring or surviving company in the transaction does
not assume or continue outstanding Awards upon the Change in Control, immediately prior to the Change in Control, all Awards that are
not assumed or continued shall be treated as follows effective immediately prior to the Change in Control: (a) in the case of an Option
or Stock Appreciation Right, the Participant shall have the ability to exercise such Option or Stock Appreciation Right, including any
portion of the Option or Stock Appreciation Right not previously exercisable, (b) in the case of any Award the vesting of which is in
whole or in part subject to performance criteria, all conditions to the grant, issuance, retention, vesting or transferability of, or
any other restrictions applicable to, such Award shall immediately lapse and the Participant shall have the right to receive a payment
based on target level achievement or actual performance through a date determined by the Committee, as determined by the Committee, and
(c) in the case of outstanding Restricted Stock and/or Restricted Stock Units (other than those referenced in subsection (b)), all conditions
to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such Award shall immediately
lapse. In no event shall any action be taken pursuant to this Section 13(c) that would change the payment or settlement date of an Award
in a manner that would result in the imposition of any additional taxes or penalties pursuant to Section 409A of the Code.


 


(d) Notwithstanding anything in this Section 13 to the contrary, in
the event of a Change in Control, the Committee may provide for the cancellation and cash settlement of all outstanding Awards upon such
Change in Control. For the avoidance of doubt, but without limitation of the foregoing, in the case of an Option, Stock Appreciation Right
or other “appreciation” Award whose value is determined by reference to appreciation above an exercise price or base price,
the Committee may provide for the cancellation and cash settlement of any such outstanding Award upon a Change in Control in an amount
equal to the excess, if any, of the Fair Market Value of a share of Common Stock upon such Change in Control over the applicable exercise
price or base price of such Award multiplied by the number of shares of Common Stock underlying such Award, or if no such excess exists
at the time of the Change in Control, such Award may be cancelled upon the Change in Control without any consideration being paid therefor.


 


(e) The Company shall notify Participants holding Awards subject to
any adjustments pursuant to this Section 13 of such adjustment, but (whether or not notice is given) such adjustment shall be effective
and binding for all purposes of the Plan.


 


(f) Notwithstanding anything in this Section 13 to the contrary, an
adjustment to an Option or Stock Appreciation Right under this Section 13 shall be made in a manner that will not result in the grant
of a new Option or Stock Appreciation Right under Section 409A of the Code.


 






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14. Transferability


 


Each Award may not be sold, transferred for value, pledged, assigned,
or otherwise alienated or hypothecated by a Participant other than by will or the laws of descent and distribution, and each Option or
Stock Appreciation Right shall be exercisable only by the Participant during his or her lifetime. Notwithstanding the foregoing, (i) outstanding
Options may be exercised following the Participant’s death by the Participant’s beneficiaries or as permitted by the Committee
and (ii) a Participant may transfer or assign an Award as a gift to an entity wholly owned by such Participant (an “Assignee Entity”),
provided that such Assignee Entity shall be entitled to exercise assigned Options and Stock Appreciation Rights only during lifetime of
the assigning Participant (or following the assigning Participant’s death, by the Participant’s beneficiaries or as otherwise
permitted by the Committee) and provided further that such Assignee Entity shall not further sell, pledge, transfer, assign or otherwise
alienate or hypothecate such Award.


 


15. Compliance with Laws and Regulations


 


This Plan, the grant, issuance, vesting, exercise and settlement of
Awards hereunder, and the obligation of the Company to sell, issue or deliver shares of Common Stock under such Awards, shall be subject
to all applicable foreign, federal, state and local laws, rules and regulations, stock exchange rules and regulations, and to such approvals
by any governmental or regulatory agency as may be required. The Company shall not be required to register in a Participant’s name
or deliver Common Stock prior to the completion of any registration or qualification of such shares under any foreign, federal, state
or local law or any ruling or regulation of any government body which the Committee shall determine to be necessary or advisable. To the
extent the Company is unable to or the Committee deems it infeasible to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares of Common Stock
hereunder, the Company and its Subsidiaries shall be relieved of any liability with respect to the failure to issue or sell such shares
of Common Stock as to which such requisite authority shall not have been obtained. No Option shall be exercisable and no Common Stock
shall be issued and/or transferable under any other Award unless a registration statement with respect to the Common Stock underlying
such Option is effective and current or the Company has determined, in its sole and absolute discretion, that such registration is unnecessary.


 


In the event an Award is granted to or held by a Participant who is
employed or providing services outside the United States, the Committee may, in its sole discretion, modify the provisions of the Plan
or of such Award as they pertain to such individual to comply with applicable foreign law or to recognize differences in local law, currency
or tax policy. The Committee may also impose conditions on the grant, issuance, exercise, vesting, settlement or retention of Awards in
order to comply with such foreign law and/or to minimize the Company’s obligations with respect to tax equalization for Participants
employed outside their home country.


 






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16. Withholding


 


To the extent required by applicable federal, state, local or foreign
law, the Committee may and/or a Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding
tax obligations that arise with respect to any Award, or the issuance or sale of any shares of Common Stock. The Company shall not be
required to recognize any Participant rights under an Award, to issue shares of Common Stock or to recognize the disposition of such shares
of Common Stock until such obligations are satisfied. Unless otherwise determined by the Committee, these obligations may or, to the extent
required by the Committee, shall be satisfied by the Company withholding cash from any compensation otherwise payable to or for the benefit
of a Participant, the Participant directing the Company to withhold a portion of the shares of Common Stock that otherwise would be issued
to a Participant under such Award or any other award held by the Participant or by the Participant tendering to the Company cash or shares
of Common Stock.


 


17. Disqualifying Dispositions


 


Any Participant 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 the 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 shares of Common Stock acquired
upon exercise of such Incentive Stock Option shall be required to immediately advise the Company in writing as to the occurrence of the
sale and the price realized upon the sale of such shares of Common Stock.


 


18. Amendment of the Plan or Awards


 


The Board may amend, alter or discontinue this Plan and the Committee
may amend or alter any agreement or other document evidencing an Award made under this Plan but, except as provided pursuant to the provisions
of Section 13, no such amendment shall, without the approval of the stockholders of the Company:


 


(a) increase the maximum number of shares of Common Stock for which
Awards may be granted under this Plan;


 


(b) reduce the price at which Options may be granted below the price
provided for in Section 8(a);


 


(c) reprice outstanding Options or SARs as described in Sections 8(b)
and 9(b);


 


(d) extend the term of this Plan;


 


(e) change the class of persons eligible to be Participants;


 


(f) increase the individual maximum limits in Section 5(e); or


 


(g) otherwise amend the Plan in any manner requiring stockholder approval
by law or the rules of any stock exchange or market or quotation system on which the Common Stock is traded, listed or quoted.


 


No amendment or alteration to the Plan or an Award or Award Agreement
shall be made which would materially impair the rights of the holder of an Award, without such holder’s consent, provided that no
such consent shall be required if the Committee determines in its sole discretion and prior to the date of any Change in Control that
such amendment or alteration either (i) is required or advisable in order for the Company, the Plan or the Award to satisfy any law or
regulation or to meet the requirements of or avoid adverse financial accounting consequences under any accounting standard, or (ii) is
not reasonably likely to significantly diminish the benefits provided under such Award, or that any such diminishment has been adequately
compensated.


 






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19. No Liability of Company


 


The Company, any Subsidiary or Affiliate which is in existence or hereafter
comes into existence, the Board and the Committee shall not be liable to a Participant or any other person as to: (a) the non-issuance
or sale of shares of Common Stock as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority
deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares of Common Stock hereunder; and (b)
any tax consequence expected, but not realized, by any Participant or other person due to the receipt, vesting, exercise or settlement
of any Award granted hereunder.


 


20. Non-Exclusivity of Plan


 


Neither the adoption of this Plan by the Board nor the submission of
this Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or
the Committee to adopt such other incentive arrangements as either may deem desirable, including without limitation, the granting of restricted
stock, stock options or other equity awards otherwise than under this Plan, and such arrangements may be either generally applicable or
applicable only in specific cases.


 


21. Governing Law


 


This Plan and any agreements or other documents hereunder shall be
interpreted and construed in accordance with the laws of the State of Delaware and applicable federal law. Any reference in this Plan
or in the agreement or other document evidencing any Awards to a provision of law or to a rule or regulation shall be deemed to include
any successor law, rule or regulation of similar effect or applicability.


 


22. No Right to Employment, Reelection or Continued Service


 


Nothing in this Plan or an Award Agreement shall interfere with or
limit in any way the right of the Company, its Subsidiaries and/or its Affiliates to terminate any Participant’s employment, service
on the Board or service at any time or for any reason not prohibited by law, nor shall this Plan or an Award itself confer upon any Participant
any right to continue his or her employment or service for any specified period of time. Neither an Award nor any benefits arising under
this Plan shall constitute an employment contract with the Company, any Subsidiary and/or its Affiliates. Subject to Sections 4 and 18,
this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Board without giving rise
to any liability on the part of the Company, its Subsidiaries and/or its Affiliates.


 


23. Specified Employee Delay


 


To the extent any payment under this Plan is considered deferred compensation
subject to the restrictions contained in Section 409A of the Code, such payment may not be made to a specified employee (as determined
in accordance with a uniform policy adopted by the Company with respect to all arrangements subject to Section 409A of the Code) upon
Separation from Service before the date that is six months after the specified employee’s Separation from Service (or, if earlier,
the specified employee’s death). Any payment that would otherwise be made during this period of delay shall be accumulated and paid
on the sixth month plus one day following the specified employee’s Separation from Service (or, if earlier, as soon as administratively
practicable after the specified employee’s death).


 






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24. No Liability of Committee Members


 


No member of the Committee shall be personally liable by reason of
any contract or other instrument executed by such member or on his or her behalf in his or her capacity as a member of the Committee nor
for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each
other employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan
may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement
of a claim) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud
or willful bad faith; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a
claim against any such person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company’s Certificate of Incorporation and Bylaws (as each may be amended from time
to time), as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.


 


25. Severability


 


If any provision of the Plan or any Award is or becomes or is deemed
to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under
any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or
if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan
or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award
shall remain in full force and effect.


 


26. Unfunded Plan


 


The Plan is intended to be an unfunded plan. Participants are and shall
at all times be general creditors of the Company with respect to their Awards. If the Committee or the Company chooses to set aside funds
in a trust or otherwise for the payment of Awards under the Plan, such funds shall at all times be subject to the claims of the creditors
of the Company in the event of its bankruptcy or insolvency.


 


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