Exhibit 10.11


 


 


 


APPGATE,
INC.


2021
INCENTIVE COMPENSATION PLAN


 


 


 




    


     


    

 


APPGATE,
INC.


2021
INCENTIVE COMPENSATION PLAN


 





	1.	Purpose	1
	 	 	 
	2.	Definitions	1
	 	 	 
	3.	Administration.	6
	 	 	 
	4.	Shares Subject to Plan.	7
	 	 	 
	5.	Eligibility	8
	 	 	 
	6.	Specific Terms of Awards.	8
	 	 	 
	7.	Certain Provisions Applicable
    to Awards.	14
	 	 	 
	8.	Reserved.	17
	 	 	 
	9.	Change in Control.	17
	 	 	 
	10.	General Provisions.	19


 




    


     


    

 


APPGATE,
INC.


2021
INCENTIVE COMPENSATION PLAN


 


1. Purpose.
The purpose of this APPGATE, INC. 2021 INCENTIVE COMPENSATION PLAN, as may be amended from time to time (this or the “Plan”),
is to assist Appgate, Inc. and its Related Entities (as hereinafter defined) in attracting, motivating, retaining and rewarding high-quality
executives and other employees, officers, directors, consultants and other persons who provide services to Appgate, Inc. or its Related
Entities by enabling such persons to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of
interests between such persons and the Company’s shareholders, and providing such persons with performance incentives to expend
their maximum efforts in the creation of shareholder value.


 


2.
Definitions. For purposes of the Plan, the following terms shall be defined as set forth below, in addition to such
terms defined in Section 1 hereof and elsewhere herein.


 


(a)
“Award” means any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award,
Share granted as a bonus or in lieu of another Award, Dividend Equivalent, Other Stock-Based Award or Performance Award, together with
any other right or interest relating to Shares or other property (including cash), granted to a Participant under the Plan.


 


(b)
“Award Agreement” means any written agreement, contract or other instrument or document evidencing any
Award granted by the Committee hereunder.


 


(c)
“Beneficiary” means the person, persons, trust or trusts that have been designated by a Participant in
his or her most recent written beneficiary designation filed with the Committee to receive the benefits specified under the Plan upon
such Participant’s death or to which Awards or other rights are transferred if and to the extent permitted under Section 10(b) hereof.
If, upon a Participant’s death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary
means the Participant’s estate.


 


(d)
“Beneficial Owner” and “Beneficial Ownership” shall have the meaning ascribed
to such term in Rule 13d-3 under the Exchange Act and any successor to such Rule.


 


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


 


(f) 
“Cause” shall, with respect to any Participant, have the meaning specified in the Award Agreement. In
the absence of any definition in the Award Agreement, “Cause” shall have the equivalent meaning or the same meaning as “cause”
or “for cause” set forth in any employment, consulting, or other agreement for the performance of services between the Participant
and the Company or a Related Entity or, in the absence of any such agreement or any such definition in such agreement, such term shall
mean (i) the failure by the Participant to perform, in a reasonable manner, his or her duties as assigned by the Company or a Related
Entity, (ii) any violation or breach by the Participant of his or her employment, consulting or other similar agreement with the Company
or a Related Entity, if any, (iii) any violation or breach by the Participant of any non-competition, non-solicitation, non-disclosure
and/or other similar agreement with the Company or a Related Entity, (iv) any act by the Participant of dishonesty, fraud, moral turpitude,
wilful misconduct or bad faith with respect to the Company or a Related Entity, (v) use of alcohol, drugs or other similar substances
in a manner that adversely affects the Participant’s work performance, or (vi) the commission by the Participant of any act, misdemeanor,
or crime reflecting unfavorably upon the Participant or the Company or any Related Entity. The good faith determination by the Committee
of whether the Participant’s Continuous Service was terminated by the Company for “Cause” shall be final and binding
for all purposes hereunder.


 




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(g)
 “Change in Control” means a Change in Control as defined in Section 9(c) of the Plan.


 


(h)
“Change in Control Period” means the period beginning ninety (90) days prior to and ending on
the first (1st) anniversary of the effective date of a Change in Control.


 


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


 


(j) 
“Committee” means a committee of the Board designated and empowered by the Board to administer the Plan;
provided, however, that if the Board fails to designate and empower such a committee or if there are no longer any members on the committee
so designated by the Board, or for any other reason determined by the Board, then the Board shall serve as the Committee. While it is
intended that the Committee shall consist of at least two directors, each of whom shall be (i) a “non-employee director”
within the meaning of Rule 16b-3 (or any successor rule) under the Exchange Act, unless administration of the Plan by “non-employee
directors” is not then required in order for exemptions under Rule 16b-3 to apply to transactions under the Plan, and (ii) “Independent”,
the failure of the Committee to be so comprised shall not invalidate any Award that otherwise satisfies the terms of the Plan.


 


(k)
“Company” means Appgate, Inc., a Delaware corporation, and any successor thereto.


 


(l) 
“Consultant” means any consultant or advisor who provides services to the Company or any Related Entity,
so long as (i) such person renders bona fide services that are not in connection with the offer and sale of the Company’s securities
in a capital-raising transaction, (ii) such person does not directly or indirectly promote or maintain a market for the Company’s
securities, and (iii) the identity of such person would not preclude the Company from offering or selling securities to such person pursuant
to the Plan in reliance on either the exemption from registration provided by Rule 701 under the Securities Act of 1933 or, if the Company
is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, registration on a Form S-8 Registration Statement under
the Securities Act of 1933.


 


(m) 
“Continuous Service” means the uninterrupted provision of services to the Company or any Related Entity
in any capacity of Employee, Director, Consultant or other service provider. Continuous Service shall not be considered to be interrupted
in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entities, or any successor entities,
in any capacity of Employee, Director, Consultant or other service provider, or (iii) any change in status as long as the individual
remains in the service of the Company or a Related Entity in any capacity of Employee, Director, Consultant or other service provider
(except as otherwise provided in the Award Agreement). An approved leave of absence shall include sick leave, military leave, or any
other authorized personal leave.


 


(n)
 “Director” means a member of the Board or the board of directors of any Related Entity.


 


(o)
“Disability” means a permanent and total disability (within the meaning of Section 22(e) of the Code),
as determined by a medical doctor satisfactory to the Committee.


 


(p)
 “Dividend Equivalent” means a right, granted to a Participant under Section 6(g) hereof, to receive
cash, Shares, other Awards or other property equal in value to dividends paid with respect to a specified number of Shares, or other periodic
payments.


 




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(q)
 “Effective Date” means the effective date of the Plan, which shall be October 12, 2021.


 


(r) “Eligible Person” means each officer, Director, Employee, Consultant and other person who provides services
to the Company or any Related Entity. The foregoing notwithstanding, only Employees of the Company, or any parent corporation or subsidiary
corporation of the Company (as those terms are defined in Sections 424(e) and (f) of the Code, respectively), shall be Eligible Persons
for purposes of receiving any Incentive Stock Options. An Employee on leave of absence may, in the discretion of the Committee, be considered
as still in the employ of the Company or a Related Entity for purposes of eligibility for participation in the Plan.


 


(s)
“Employee” means any person, including an officer or Director, who is an employee of the Company or any
Related Entity, or is a prospective employee of the Company or any Related Entity (conditioned upon and effective not earlier than, such
person becoming an employee of the Company or any Related Entity). The payment of a director’s fee by the Company or a Related Entity
shall not be sufficient to constitute “employment” by the Company.


 


(t) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules
thereunder and successor provisions and rules thereto.


 


(u)
“Fair Market Value” means the fair market value of Shares, Awards or other property on the date as of
which the value is being determined, as determined by the Committee, or under procedures established by the Committee, subject to the
following:


 


(i)
If, on such date, the Shares are listed on an international, national or regional securities exchange or market system,
the Fair Market Value of a Share shall be the closing price of a Share (or the mean of the closing bid and asked prices of a Share if
the Share is so quoted instead) as quoted on the applicable exchange or system, as reported in The Wall Street Journal or such other source
as the Company deems reliable. If the relevant date does not fall on a day on which the Share has traded on such exchange or system, the
date on which the Fair Market Value shall be established shall be the last day on which the Share was so traded prior to the relevant
date, or such other appropriate day as shall be determined by the Board, in its discretion.


 


(ii)
If, on such date, the Shares are not listed on an international, national or regional securities exchange or market system
but are traded on an over-the-counter market, the Fair Market Value of a Share shall be the average of the closing bid and asked prices
for Shares or, if no closing bid and asked prices, the last closing price, in such over-the-counter market for the last preceding date
on which there was a sale of such Shares in such market.


 


(iii)
If, on such date, the Shares are not listed on an international, national or regional securities exchange or market system
and are not traded on an over-the-counter market, the Fair Market Value of a Share shall be as determined by the Board in good faith without
regard to any restriction other than a restriction which, by its terms, will never lapse.


 


(v)
“Group” has the meaning ascribed to such term in Section 13(d) of the Exchange Act.


 


(w) “Incentive
Stock Option” means any Option intended to be designated as an incentive stock option within the meaning of Section
422 of the Code or any successor provision thereto.


 


(x)
“Independent”, when referring to either members of the Board or members of the Committee, shall have
the same meaning as used in the rules of the Listing Market.


 




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(y)
 “Listing Market” means the international, national or regional securities exchange or market system
on which any securities of the Company are listed for trading, and if not listed for trading, by the rules of the Nasdaq Stock Market.


 


(z)
“Option” means a right granted to a Participant under Section 6(b) hereof, to purchase Shares or other
Awards at a specified price during specified time periods.


 


(aa)
“Optionee” means a person to whom an Option is granted under this Plan or any person who succeeds to
the rights of such person under this Plan.


 


(bb)
 “Other Stock-Based Awards” means Awards granted to a Participant under Section 6(i) hereof.


 


(cc) “Parent” means any corporation (other than the Company), whether now or hereafter existing, in an unbroken
chain of corporations ending with the Company, if each of the corporations in the chain (other than the Company) owns stock possessing
50% or more of the combined voting power of all classes of stock in one of the other corporations in the chain.


 


(dd)
“Participant” means a person who has been granted an Award under the Plan which remains outstanding,
including a person who is no longer an Eligible Person.


 


(ee)
“Performance Award” means any Award granted pursuant to Section 6(h) hereof.


 


(ff)
“Performance Period” means that period established by the Committee at the time any Performance Award
is granted or at any time thereafter during which any performance goals specified by the Committee with respect to such Award are to be
measured.


 


(gg)
“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and
used in Sections 13(d) and 14(d) thereof and shall include a Group.


 


(hh)
 “Related Entity” means any Parent or Subsidiary, and any business, corporation, partnership, limited
liability company or other entity designated by the Committee in which the Company, a Parent or a Subsidiary holds a substantial ownership
interest, directly or indirectly, and with respect to which the Company may offer or sell securities pursuant to the Plan in reliance
upon either Rule 701 under the Securities Act of 1933 or, if the Company is required to file reports pursuant to Section 13 or 15(d) of
the Exchange Act, registration on a Form S-8 Registration Statement under the Securities Act of 1933.


 


(ii)
“Restricted Stock” means any Share issued with such risks of forfeiture and other restrictions as the
Committee, in its sole discretion, may impose (including any restriction on the right to vote such Share and the right to receive any
dividends), which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee
may deem appropriate.


 


(jj)
“Restricted Stock Award” means an Award granted to a Participant under Section 6(d) hereof.


 


(kk)  
“Restricted Stock Unit” means a right to receive Shares, including Restricted Stock, cash measured based
upon the value of Shares, or a combination thereof, at the end of a specified deferral period.


 




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(ll)
 “Restricted Stock Unit Award” means an Award of Restricted Stock Units granted to a Participant under
Section 6(e) hereof.


 


(mm) “Restriction Period” means the period of time specified by the Committee that Restricted Stock Awards
shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose.


 


(nn)
“Rule 16b-3” means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants,
promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act.


 


(oo)
 “Shares” means the shares of common stock of the Company and such other securities as may be substituted
(or resubstituted) for Shares pursuant to Section 10(c) hereof.


 


(pp)
“Stock Appreciation Right” means a right granted to a Participant under Section 6(c) hereof.


 


(qq)
“Subsidiary” means any corporation or other entity in which the Company has a direct or indirect ownership
interest of 50% or more of the total combined voting power of the then outstanding securities or interests of such corporation or other
entity entitled to vote generally in the election of directors or in which the Company has the right to receive 50% or more of the distribution
of profits or 50% or more of the assets on liquidation or dissolution.


 


(rr) “Substitute Awards” means Awards granted or Shares 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 company (i) acquired by the Company
or any Related Entity, (ii) which becomes a Related Entity after the date hereof, or (iii) with which the Company or any Related Entity
combines.


 


(ss)
“Voting Securities” means any securities or other ownership interests of an entity entitled to vote on
the election of directors.


 


3.
Administration.


 


(a)
Authority of the Committee. The Plan shall be administered by the Committee except to the extent (and subject to
the limitations imposed by Section 3(b) hereof) the Board elects to administer the Plan, in which case the Plan shall be administered
by the Board and any references herein to the “Committee” shall be deemed to include references to the Board. The Committee
shall have full and final authority, subject to and consistent with the provisions of the Plan, to select Eligible Persons to become
Participants, grant Awards, determine the type, number and other terms and conditions of, and all other matters relating to, Awards,
prescribe Award Agreements (which need not be identical for each Participant) and rules and regulations for the administration of the
Plan, construe and interpret the Plan and Award Agreements and correct defects, supply omissions or reconcile inconsistencies therein,
and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan.
In exercising any discretion granted to the Committee under the Plan or pursuant to any Award, the Committee shall not be required to
follow past practices, act in a manner consistent with past practices, or treat any Eligible Person or Participant in a manner consistent
with the treatment of any other Eligible Persons or Participants. Decisions of the Committee shall be final, conclusive and binding on
all persons or entities, including the Company, any Related Entity or any Participant or Beneficiary, or any transferee under Section
10(b) hereof or any other person claiming rights from or through any of the foregoing persons or entities.


 




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(b)
Manner of Exercise of Committee Authority. The Board or the Committee (but solely if the Committee is comprised of only
two (2) or more Independent Directors) shall exercise sole and exclusive discretion (i) on any matter relating to a Participant then
subject to Section 16 of the Exchange Act with respect to the Company to the extent necessary in order that transactions by such
Participant shall be exempt under Rule 16b-3 under the Exchange Act and (ii) with respect to any Award to an Independent Director. The
express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting
any power or authority of the Committee. The Committee may delegate to members of the Board, or officers or managers of the Company or
any Related Entity, or committees thereof, the authority, subject to such terms and limitations as the Committee shall determine, to
perform such functions, including administrative functions as the Committee may determine to the extent that such delegation will not
result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to Section 16 of the Exchange Act
in respect of the Company. The Committee may appoint agents to assist it in administering the Plan.


 


(c) Limitation of Liability.
The Committee and the Board, and each member thereof, shall be entitled to, in good faith, rely or act upon any report or other information
furnished to him or her by any officer or Employee, the Company’s independent auditors, Consultants or any other agents assisting
in the administration of the Plan. Members of the Committee and the Board, and any officer or Employee acting at the direction or on
behalf of the Committee or the Board, shall not be personally liable for any action or determination taken or made in good faith with
respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any
such action or determination.


 


4.
Shares Subject to Plan.


 


(a)
Limitation on Overall Number of Shares Available for Delivery Under Plan. Subject to adjustment as provided in Section
10(c) hereof, the total number of Shares reserved and available for delivery under the Plan shall be 11,022,170 (the “Share
Limit”). Any Shares delivered under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury
shares.


 


(b)
Application of Limitation to Grants of Awards. No Award may be granted if the number of Shares to be delivered in
connection with such an Award exceeds the number of Shares remaining available for delivery under the Plan minus the number of Shares
that would be counted against the limit upon settlement of then outstanding Awards. The Committee may adopt reasonable counting procedures
to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments
if the number of Shares actually delivered differs from the number of Shares previously counted in connection with an Award.


 


(c)
Availability of Shares Not Delivered under Awards and Adjustments to Limits.


 


(i)
If any Shares subject to an Award are forfeited, expire or otherwise terminate without issuance of such Shares, or any Award
is settled for cash, the Shares to which those Awards were subject, shall, to the extent of such forfeiture, expiration, termination,
non-issuance or cash settlement, again be available for delivery with respect to Awards under the Plan.


 


(ii)
Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will
count against the Share Limit.


 


(iii)
With respect to Stock Appreciation Rights, all Shares subject to the Stock Appreciation Right will count against the Share
Limit.


 




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(iv)
 Substitute Awards shall not reduce the Shares authorized for delivery under the Plan or authorized for delivery to a Participant
in any period. Additionally, in the event that an entity acquired by the Company or any Related Entity or with which the Company or any
Related Entity combines has shares available under a pre-existing plan approved by its shareholders and not adopted in contemplation of
such acquisition or combination, the shares available for delivery 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 authorized for delivery under the Plan if and to the extent that the use
of such Shares would not require approval of the Company’s shareholders under the rules of the Listing Market. 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 not Employees or Directors prior to such acquisition or
combination.


 


(v)
Any Share that again becomes available for delivery pursuant to this Section 4(c) shall be added back as one (1) Share.


 


(vi)
Notwithstanding anything in this Section 4(c) to the contrary but subject to adjustment as provided in Section 10(c) hereof,
the maximum aggregate number of Shares that may be delivered under the Plan as a result of the exercise of the Incentive Stock Options
shall be 11,022,170 Shares. In no event shall any Incentive Stock Options be granted under the Plan after the tenth anniversary
of the date on which the Board adopts the Plan.


 


(vii)  
Notwithstanding anything in this Section 4 to the contrary, but subject to adjustment as provided in Section 10(c) hereof,
in any fiscal year of the Company during any part of which the Plan is in effect, no Participant who is a Director but is not also an
Employee or Consultant may be granted any Awards that have a “fair value” as of the date of grant, as determined in accordance
with FASB ASC Topic 718 (or any other applicable accounting guidance), that exceeds $750,000 in the aggregate.


 


5.
Eligibility. Awards may be granted under the Plan only to Eligible Persons.


 





6. Specific Terms of Awards.





 


(a)
General. Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee
may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10(f) hereof), such additional
terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture
of Awards in the event of termination of the Participant’s Continuous Service and terms permitting a Participant to make elections
relating to his or her Award. Except in cases in which the Committee is authorized to require other forms of consideration under the
Plan, or to the extent other forms of consideration must be paid to satisfy the requirements of Delaware law, no consideration other
than services may be required for the grant (as opposed to the exercise) of any Award.


 


(b)
Options. The Committee is authorized to grant Options to any Eligible Person on the following terms and conditions:


 






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(i) Exercise
Price. Other than in connection with Substitute Awards, the exercise price per Share purchasable under an Option shall be
determined by the Committee, provided that such exercise price shall not be less than 100% of the Fair Market Value of a Share on
the date of grant of the Option and shall not, in any event, be less than the par value of a Share on the date of grant of the
Option. If an Employee owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code)
more than 10% of the combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary
corporation of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) and an Incentive Stock
Option is granted to such Employee, the exercise price of such Incentive Stock Option (to the extent required by the Code at the
time of grant) shall be no less than 110% of the Fair Market Value of a Share on the date such Incentive Stock Option is granted.
Other than pursuant to Section 10(c)(i) and (ii) of this Plan, the Committee shall not be permitted to (A) lower the exercise price
per Share of an Option after it is granted, (B) cancel an Option when the exercise price per Share exceeds the Fair Market Value of
the underlying Shares in exchange for cash or another Award (other than in connection with Substitute Awards), (C) cancel an
outstanding Option in exchange for an Option with an exercise price that is less than the exercise price of the original Options or
(D) take any other action with respect to an Option that may be treated as a repricing pursuant to the applicable rules of the
Listing Market, without approval of the Company’s shareholders.


 


(ii)
Time and Method of Exercise. The Committee shall determine the time or times at which or the circumstances
under which an Option may be exercised in whole or in part (including based on achievement of performance goals and/or future service
requirements), the method by which notice of exercise is to be given and the form of exercise notice to be used, the time or times at
which Options shall cease to be or become exercisable following termination of Continuous Service or upon other conditions, the methods
by which the exercise price may be paid or deemed to be paid (including in the discretion of the Committee a cashless exercise procedure),
the form of such payment, including, without limitation, cash, Shares (including without limitation the withholding of Shares otherwise
deliverable pursuant to the Award), other Awards or awards granted under other plans of the Company or a Related Entity, or other property
(including notes or other contractual obligations of Participants to make payment on a deferred basis provided that such deferred payments
are not in violation of Section 13(k) of the Exchange Act, or any rule or regulation adopted thereunder or any other applicable law),
and the methods by or forms in which Shares will be delivered or deemed to be delivered to Participants.


 


(iii)
Form of Settlement. The Committee may, in its sole discretion, provide that the Shares to be issued upon
exercise of an Option shall be in the form of Restricted Stock or other similar securities.


 


(iv)
Incentive Stock Options. The terms of any Incentive Stock Option granted under the Plan shall comply in all
respects with the provisions of Section 422 of the Code. Anything in the Plan to the contrary notwithstanding, no term of the Plan relating
to Incentive Stock Options (including any Stock Appreciation Right issued in tandem therewith) shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify either the Plan or any Incentive Stock
Option under Section 422 of the Code, unless the Participant has first requested, or consents to, the change that will result in such
disqualification. Thus, if and to the extent required to comply with Section 422 of the Code, Options granted as Incentive Stock Options
shall be subject to the following special terms and conditions:


 


(A)
the Option shall not be exercisable for more than ten years after the date such Incentive Stock Option is granted; provided, however,
that if a Participant owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the
combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation of the Company, as
those terms are defined in Sections 424(e) and (f) of the Code, respectively) and the Incentive Stock Option is granted to such Participant,
the term of the Incentive Stock Option shall be (to the extent required by the Code at the time of the grant) for no more than five years
from the date of grant;


 






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(B)
the aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the Shares with respect
to which Incentive Stock Options granted under the Plan and all other option plans of the Company (and any parent corporation or subsidiary
corporation of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) that become exercisable for
the first time by the Participant during any calendar year shall not (to the extent required by the Code at the time of the grant) exceed
$100,000; and


 


(C)
if Shares acquired by exercise of an Incentive Stock Option are disposed of within two years following the date the Incentive
Stock Option is granted or one year following the transfer of such Shares to the Participant upon exercise, the Participant shall, promptly
following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information
regarding the disposition as the Committee may reasonably require.


 


(v)
Termination of Option Awards. Except as otherwise determined by the Committee or set forth in this Plan,
upon the termination of a Participant’s Continuous Service for any reason, the then unvested portion of the Participant’s
Option shall immediately terminate and be null and void; provided that the Committee may provide, by resolution or other action in any
Award Agreement, or may determine in any individual case, that such termination of the unvested portion of the Options shall be waived,
in whole or in part, in the event of certain terminations of the Participant’s Continuous Service or for certain other events.


 


(c)
Stock Appreciation Rights. The Committee may grant Stock Appreciation Rights to any Eligible Person in conjunction
with all or part of any Option granted under the Plan or at any subsequent time during the term of such Option (a “Tandem
Stock Appreciation Right”), or without regard to any Option (a “Freestanding Stock Appreciation Right”),
in each case upon such terms and conditions as the Committee may establish in its sole discretion, not inconsistent with the provisions
of the Plan, including the following:


 


(i)
Right to Payment. A Stock Appreciation Right shall confer on the Participant to whom it is granted a right
to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one Share on the date of exercise over (B) the grant price
of the Stock Appreciation Right as determined by the Committee. The grant price of a Stock Appreciation Right shall not be less than 100%
of the Fair Market Value of a Share on the date of grant, in the case of a Freestanding Stock Appreciation Right, or less than the associated
Option exercise price, in the case of a Tandem Stock Appreciation Right. Other than pursuant to Section 10(c)(i) and (ii) of the Plan,
the Committee shall not be permitted to (A) lower the grant price per Share of a Stock Appreciation Right after it is granted, (B) cancel
a Stock Appreciation Right when the grant price per Share exceeds the Fair Market Value of the underlying Shares in exchange for another
Award (other than in connection with Substitute Awards), (C) cancel an outstanding Stock Appreciation Right in exchange for a Stock Appreciation
Right with a grant price that is less than the grant price of the original Stock Appreciation Right, or (D) take any other action with
respect to a Stock Appreciation Right that may be treated as a repricing pursuant to the applicable rules of the Listing Market, without
shareholder approval.


 


(ii) Other
Terms. The Committee shall determine at the date of grant or thereafter, the time or times at which and the circumstances
under which a Stock Appreciation Right may be exercised in whole or in part (including based on achievement of performance goals
and/or future service requirements), the time or times at which Stock Appreciation Rights shall cease to be or become exercisable
following termination of Continuous Service or upon other conditions, the method of exercise, method of settlement, form of
consideration payable in settlement, method by or forms in which Shares will be delivered or deemed to be delivered to Participants,
whether or not a Stock Appreciation Right shall be in tandem or in combination with any other Award, and any other terms and
conditions of any Stock Appreciation Right.


 






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(iii)
Tandem Stock Appreciation Rights. Any Tandem Stock Appreciation Right may be granted at the same time as the
related Option is granted or, for Options that are not Incentive Stock Options, at any time thereafter before exercise or expiration of
such Option. Any Tandem Stock Appreciation Right related to an Option may be exercised only when the related Option would be exercisable
and the Fair Market Value of the Shares subject to the related Option exceeds the exercise price at which Shares can be acquired pursuant
to the Option. In addition, if a Tandem Stock Appreciation Right exists with respect to less than the full number of Shares covered by
a related Option, then an exercise or termination of such Option shall not reduce the number of Shares to which the Tandem Stock Appreciation
Right applies until the number of Shares then exercisable under such Option equals the number of Shares to which the Tandem Stock Appreciation
Right applies. Any Option related to a Tandem Stock Appreciation Right shall no longer be exercisable to the extent the Tandem Stock Appreciation
Right has been exercised, and any Tandem Stock Appreciation Right shall no longer be exercisable to the extent the related Option has
been exercised.


 


(iv)
Termination of Stock Appreciation Rights. Except as otherwise determined by the Committee or set forth
in this Plan, upon the termination of a Participant’s Continuous Service, the then unvested portion of a Participant’s Stock
Appreciation Right shall immediately terminate and be null and void; provided that the Committee may provide, by resolution or other action
in any Award Agreement, or may determine in any individual case, that such termination of the unvested portion of the Stock Appreciation
Right shall be waived, in whole or in part, in the event of certain terminations of the Participant’s Continuous Service or for
certain other events.


 


(d)
Restricted Stock Awards. The Committee is authorized to grant Restricted Stock Awards to any Eligible Person on
the following terms and conditions:


 


(i)
Grant and Restrictions. Restricted Stock Awards shall be subject to such restrictions on transferability,
risk of forfeiture and other restrictions, if any, as the Committee may impose, or as otherwise provided in this Plan during the Restriction
Period. The terms of any Restricted Stock Award granted under the Plan shall be set forth in a written Award Agreement which shall contain
provisions determined by the Committee and not inconsistent with the Plan. The restrictions may lapse separately or in combination at
such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such
installments or otherwise, as the Committee may determine at the date of grant or thereafter. Except to the extent restricted under the
terms of the Plan and any Award Agreement relating to a Restricted Stock Award, a Participant granted Restricted Stock shall have all
of the rights of a shareholder, including the right to vote the Restricted Stock and the right to receive dividends thereon (subject to
any mandatory reinvestment or other requirement imposed by the Committee). During the period that the Restricted Stock Award is subject
to a risk of forfeiture, subject to Section 10(b) below and except as otherwise provided in the Award Agreement, the Restricted Stock
may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant or Beneficiary.


 


(ii)
Forfeiture. Except as otherwise determined by the Committee, upon termination of a Participant’s Continuous
Service during the applicable Restriction Period, the Participant’s Restricted Stock that is at that time subject to a risk of
forfeiture that has not lapsed or otherwise been satisfied shall be forfeited and reacquired by the Company; provided that the Committee
may provide, by resolution or other action or in any Award Agreement, or may determine in any individual case, that forfeiture conditions
relating to Restricted Stock Awards shall be waived in whole or in part in the event of terminations resulting from specified causes,
and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Stock.


 






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(iii)
Certificates for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee
shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require
that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock,
that the Company retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed
in blank, relating to the Restricted Stock.


 


(iv)
Dividends and Splits. As a condition to the grant of a Restricted Stock Award, the Committee shall require
that any cash dividends paid on a Share of Restricted Stock be delayed (with or without interest at such rate, if any, as the Committee
shall determine) and remain subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to
which such cash dividend is payable, in a manner that does not violate the requirements of Section 409A of the Code or other applicable
law. In addition, the Committee shall require that Shares distributed in connection with a stock split or stock dividend, and other property
distributed as a dividend, shall be subject to restrictions on transfer and a risk of forfeiture and any other lawful restrictions to
the same extent as the Restricted Stock with respect to which such Shares or other property have been distributed.


 


(e)
Restricted Stock Unit Award. The Committee is authorized to grant Restricted Stock Unit Awards to any Eligible Person
on the following terms and conditions:


 


(i)
Award and Restrictions. Satisfaction of a Restricted Stock Unit Award shall occur upon expiration of the deferral
period specified for such Restricted Stock Unit Award by the Committee (or, if permitted by the Committee, as elected by the Participant
in a manner that does not violate the requirements of Section 409A of the Code). In addition, a Restricted Stock Unit Award shall be subject
to such restrictions (which may include a risk of forfeiture) as the Committee may impose, if any, which restrictions may lapse at the
expiration of the deferral period or at earlier specified times (including based on achievement of performance goals and/or future service
requirements), separately or in combination, in installments or otherwise, as the Committee may determine. A Restricted Stock Unit Award
may be satisfied by delivery of Shares, cash equal to the Fair Market Value of the specified number of Shares covered by the Restricted
Stock Units, or a combination thereof, as determined by the Committee at the date of grant or thereafter. Prior to satisfaction of a Restricted
Stock Unit Award, a Restricted Stock Unit Award carries no voting or dividend or other rights associated with Share ownership. Prior to
satisfaction of a Restricted Stock Unit Award, except as otherwise provided in an Award Agreement and as permitted under Section 409A
of the Code, a Restricted Stock Unit Award may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the
Participant or any Beneficiary.


 


(ii) Forfeiture.
Except as otherwise determined by the Committee, upon termination of a Participant’s Continuous Service during the applicable
deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award Agreement evidencing the
Restricted Stock Unit Award), the Participant’s Restricted Stock Unit Award that is at that time subject to a risk of
forfeiture that has not lapsed or otherwise been satisfied shall be forfeited; provided that the Committee may provide, by
resolution or other action or in any Award Agreement, or may determine in any individual case, that forfeiture conditions relating
to a Restricted Stock Unit Award shall be waived in whole or in part in the event of terminations resulting from specified causes,
and the Committee may in other cases waive in whole or in part the forfeiture of any Restricted Stock Unit Award.


 






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(iii)
Dividend Equivalents. As a condition to the grant of a Restricted Stock Unit, the Committee shall require
that any cash dividends paid on a Share attributable to such Restricted Stock Unit be delayed (with or without interest at such rate,
if any, as the Committee shall determine) and remain subject to restrictions on transfer and a risk of forfeiture to the same extent as
the Restricted Stock Unit with respect to which such cash dividend is payable, in a manner that does not violate the requirements of Section
409A of the Code or other applicable law. In addition, the Committee shall require that Shares distributed in connection with a stock
split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions on transfer and a risk of forfeiture
to the same extent as the Restricted Stock Unit with respect to which such Shares or other property have been distributed.


 


(f)
  Bonus Stock and Awards in Lieu of Obligations. The Committee
is authorized to grant Shares to any Eligible Persons as a bonus, or to grant Shares or other Awards in lieu of obligations to pay cash
or deliver other property under the Plan or under other plans or compensatory arrangements, provided that, in the case of Eligible Persons
subject to Section 16 of the Exchange Act, the amount of such grants remains within the discretion of the Board or the Committee (but
solely if the Committee is comprised of only two (2) or more Independent Directors) to the extent necessary to ensure that acquisitions
of Shares or other Awards are exempt from liability under Section 16(b) of the Exchange Act. Shares or Awards granted hereunder shall
be subject to such other terms as shall be determined by the Committee.


 


(g)
Dividend Equivalents. Subject to the requirements of applicable law, the Committee is authorized to grant Dividend
Equivalents to any Eligible Person entitling the Eligible Person to receive cash, Shares, other Awards, or other property equal in value
to the dividends paid with respect to a specified number of Shares, or other periodic payments. Dividend Equivalents may be awarded on
a free-standing basis or in connection with another Award. Subject to the requirements of applicable law, the Committee may provide that
Dividend Equivalents shall be paid or distributed when accrued or at some later date, or whether such Dividend Equivalents shall be deemed
to have been reinvested in additional Shares, Awards, or other investment vehicles, and subject to such lawful restrictions on transferability
and risks of forfeiture, as the Committee may specify; provided, that in no event shall such Dividend Equivalents be paid out to Participants
prior to vesting of the corresponding Shares underlying the Award. Any such determination by the Committee shall be made at the grant
date of the applicable Award. Notwithstanding the foregoing, Dividend Equivalents credited in connection with an Award that vests based
on the achievement of performance goals shall be subject to restrictions on transfer and risk of forfeiture to the same extent as the
Award with respect to which such Dividend Equivalents have been credited.


 


(h)
Performance Awards. The Committee is authorized to grant Performance Awards to any Eligible Person payable in cash,
Shares, or other Awards, on terms and conditions established by the Committee. The performance criteria to be achieved during any Performance
Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award and may
include (but need not include), without limitation, the following: net earnings or losses (either before or after one or more of interest,
taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue or sales or revenue
growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to gross profits, net profits,
profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating earnings (either
before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating cash flow and free
cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital; return on stockholders’
equity; total stockholder return; return on sales; costs, reductions in costs and cost control measures; expenses; working capital; earnings
or loss per share; adjusted earnings or loss per share; price per share or dividends per share (or appreciation in or maintenance of
such price or dividends); regulatory achievements or compliance; implementation, completion or attainment of objectives relating to research,
development, regulatory, commercial, or strategic milestones or developments; market share; economic value or economic value added models;
division, group or corporate financial goals; customer satisfaction/growth; customer service; employee satisfaction; recruitment and
maintenance of personnel; human resources management; supervision of litigation and other legal matters; strategic partnerships and transactions;
financial ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related
goals; financing and other capital raising transactions; cash on hand; acquisition activity; investment sourcing activity; and marketing
initiatives, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Such performance
criteria also may be based solely by reference to the Company’s performance or the performance of a Related Entity, division, business
segment or business unit of the Company or a Related Entity or based upon performance relative to performance of other companies or upon
comparisons of any of the indicators of performance relative to performance of other companies. Except as provided in Section 9 or as
may be provided in an Award Agreement, Performance Awards will be distributed only after the end of the relevant Performance Period.
Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with
procedures established by the Committee, on a deferred basis in a manner that does not violate the requirements of Section 409A of the
Code.


 






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(i)
Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to
any Eligible Person such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise
based on, or related to, Shares, as deemed by the Committee to be consistent with the purposes of the Plan. Other Stock-Based Awards
may be granted to Participants either alone or in addition to other Awards granted under the Plan, and such Other Stock-Based Awards
shall also be available as a form of payment in the settlement of other Awards granted under the Plan. Except as otherwise provided in
the last sentence of Section 6(h) hereof, the Committee shall determine the terms and conditions of such Awards. Shares delivered pursuant
to an Award in the nature of a purchase right granted under this Section 6(i) shall be purchased for such consideration, (including without
limitation loans from the Company or a Related Entity provided that such loans are not in violation of Section 13(k) of the Exchange
Act or any rule or regulation adopted thereunder or any other applicable law) paid for at such times, by such methods, and in such forms,
including, without limitation, cash, Shares, other Awards or other property, as the Committee shall determine.


 


7.
Certain Provisions Applicable to Awards.


 


(a)
Stand-Alone, Additional, Tandem, and Substitute Awards. Awards granted under the Plan may, in the discretion of
the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any
award granted under another plan of the Company, any Related Entity, or any business entity to be acquired by the Company or a Related
Entity, or any other right of a Participant to receive payment from the Company or any Related Entity. Such additional, tandem, and substitute
or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award or award, the Committee
shall require the surrender of such other Award or award in consideration for the grant of the new Award. In addition, Awards may be
granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any Related Entity,
in which the value of Shares subject to the Award is equivalent in value to the cash compensation (for example, Restricted Stock or Restricted
Stock Units), or in which the exercise price, grant price or purchase price of the Award in the nature of a right that may be exercised
is equal to the Fair Market Value of the underlying Shares minus the value of the cash compensation surrendered (for example, Options
or Stock Appreciation Right granted with an exercise price or grant price “discounted” by the amount of the cash compensation
surrendered), provided that any such determination to grant an Award in lieu of cash compensation must be made in a manner intended to
be exempt from or comply with Section 409A of the Code.


 


(b)
Term of Awards. The term of each Award shall be for such period as may be determined by the Committee; provided
that in no event shall the term of any Option or Stock Appreciation Right exceed a period of ten years (or in the case of an Incentive
Stock Option such shorter term as may be required under Section 422 of the Code); provided, however, that in the event that on the last
day of the term of an Option or a Stock Appreciation Right, other than an Incentive Stock Option, (i) the exercise of the Option or Stock
Appreciation Right is prohibited by applicable law, or (ii) Shares 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 term of the Option or Stock Appreciation Right may be extended by the Committee for
a period of up to thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement, provided that such
extension of the term of the Option or Stock Appreciation Right would not cause the Option or Stock Appreciation Right to violate the
requirements of Section 409A of the Code.


 






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(c)
Form and Timing of Payment Under Awards; Deferrals. Subject to the terms of the Plan and any applicable Award Agreement,
payments to be made by the Company or a Related Entity upon the exercise of an Option or other Award or settlement of an Award may be
made in such forms as the Committee shall determine, including, without limitation, cash, Shares, other Awards or other property, and
may be made in a single payment or transfer, in installments, or on a deferred basis, provided that any determination to pay in installments
or on a deferred basis shall be made by the Committee at the date of grant. Any installment or deferral provided for in the preceding
sentence shall, however, subject to the terms of the Plan, be subject to the Company’s compliance with the provisions of the Sarbanes-Oxley
Act of 2002, as amended, the rules and regulations adopted by the Securities and Exchange Commission thereunder, all applicable rules
of the Listing Market and any other applicable law, and in a manner intended to be exempt from or otherwise satisfy the requirements
of Section 409A of the Code. Subject to Section 7(e) of this Plan, the settlement of any Award may be accelerated, and cash paid in lieu
of Shares in connection with such settlement, in the sole discretion of the Committee or upon occurrence of one or more specified events
(in addition to a Change in Control). Any such settlement shall be at a value determined by the Committee in its sole discretion, which,
without limitation, may in the case of an Option or Stock Appreciation Right be limited to the amount if any by which the Fair Market
Value of a Share on the settlement date exceeds the exercise or grant price. Installment or deferred payments may be required by the
Committee (subject to Section 7(e) of this Plan, including the consent provisions thereof in the case of any deferral of an outstanding
Award not provided for in the original Award Agreement) or permitted at the election of the Participant on terms and conditions established
by the Committee. The acceleration of the settlement of any Award, and the payment of any Award in installments or on a deferred basis,
all shall be done in a manner that is intended to be exempt from or otherwise satisfy the requirements of Section 409A of the Code. The
Committee may, without limitation, make provision for the payment or crediting of a reasonable interest rate on installment or deferred
payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated
in Shares.


 


(d) Exemptions from Section 16(b) Liability. It is the
intent of the Company that the grant of any Awards to or other transaction by a Participant who is subject to Section 16 of the Exchange
Act shall be exempt from Section 16 of the Exchange Act pursuant to an applicable exemption (except for transactions acknowledged in writing
to be non-exempt by such Participant). Accordingly, if any provision of this Plan or any Award Agreement does not comply with the requirements
of Rule 16b-3 then applicable to any such transaction, such provision shall be construed or deemed amended to the extent necessary to
conform to the applicable requirements of Rule 16b-3 so that such Participant shall avoid liability under Section 16(b) of the Exchange
Act.








 


(e)
Code Section 409A.


 


(i) The Award Agreement
for any Award that the Committee reasonably determines to constitute a “nonqualified deferred compensation plan” under Section
409A of the Code (a “Section 409A Plan”), and the provisions of the Section 409A Plan applicable to that Award,
shall be construed in a manner consistent with the applicable requirements of Section 409A of the Code, and the Committee, in its sole
discretion and without the consent of any Participant, may amend any Award Agreement (and the provisions of the Plan applicable thereto)
if and to the extent that the Committee determines that such amendment is necessary or appropriate to comply with the requirements of
Section 409A of the Code.


 






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(ii) If
any Award constitutes a Section 409A Plan, then the Award shall be subject to the following additional requirements, if and to the extent
required to comply with Section 409A of the Code:


 


(A) Payments
under the Section 409A Plan may be made only upon (u) the Participant’s “separation from service”, (v) the date the
Participant becomes “disabled”, (w) the Participant’s death, (x) a “specified time (or pursuant to a fixed schedule)”
specified in the Award Agreement at the date of the deferral of such compensation, (y) a “change in the ownership or effective control
of the corporation, or in the ownership of a substantial portion of the assets” of the Company, or (z) the occurrence of an “unforeseeable
emergency”;


 


(B) The
time or schedule for any payment of the deferred compensation may not be accelerated, except to the extent provided in applicable Treasury
Regulations or other applicable guidance issued by the Internal Revenue Service;


 


(C) Any
elections with respect to the deferral of such compensation or the time and form of distribution of such deferred compensation shall comply
with the requirements of Section 409A(a)(4) of the Code; and


 


(D)  In
the case of any Participant who is “specified employee”, a distribution on account of a “separation from service”
may not be made before the date which is six months after the date of the Participant’s “separation from service” (or,
if earlier, the date of the Participant’s death).


 


For purposes of the foregoing, the terms in quotations
shall have the same meanings as those terms have for purposes of Section 409A of the Code, and the limitations set forth herein shall
be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code that
are applicable to the Award.


 


(iii) Notwithstanding
the foregoing, or any provision of this Plan or any Award Agreement, the Company does not make any representation to any Participant or
Beneficiary that any Awards made pursuant to this Plan are exempt from, or satisfy, the requirements of, Section 409A of the Code, and
the Company shall have no liability or other obligation to indemnify or hold harmless the Participant or any Beneficiary for any tax,
additional tax, interest or penalties that the Participant or any Beneficiary may incur in the event that any provision of this Plan,
or any Award Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, is deemed to violate
any of the requirements of Section 409A of the Code.


 






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8.
 Reserved.


 


9.
Change in Control.


 


(a)
Effect of Change in Control. Except as otherwise provided in Section 9(b) below or as otherwise provided in any
Award Agreement or any employment or other agreement for services between the Participant and the Company or any Related Entity, and
unless the Committee otherwise determines in a specific instance, the following shall apply upon the occurrence of a Change in Control
(as defined in Section 9(c) below):


 


(i)
Each outstanding Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Stock-Based
Award shall not be accelerated upon the occurrence of a Change in Control if either (A) the Company is the surviving entity in the Change
in Control and the Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Stock-Based Award continues
to be outstanding after the Change in Control on substantially the same terms and conditions as were applicable immediately prior to the
Change in Control or (B) the successor company or its parent company assumes or substitutes the applicable Award, as determined in accordance
with Section 10(c)(ii) of this Plan.


 


(ii)
If, however, either (A) the Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other
Stock-Based Award does not continue to be outstanding after the Change in Control on substantially the same terms and conditions as were
applicable immediately prior to the Change in Control or (B) the successor company or its parent company does not assume or substitute
the applicable Award, as determined in accordance with Section 10(c)(ii) of this Plan, then the following shall apply:


 


(x)
any Option or Stock Appreciation Right that was not previously vested and exercisable as of the time of the Change in Control shall become
immediately vested and exercisable, subject to applicable restrictions set forth in Section 10(a) hereof;


 


(y) any
restrictions, deferral of settlement, and forfeiture conditions applicable to a Restricted Stock Award, Restricted Stock Unit Award or
an Other Stock-Based Award subject only to future service requirements granted under the Plan shall lapse and such Awards shall be deemed
fully vested as of the time of the Change in Control, except to the extent of any waiver by the Participant and subject to applicable
restrictions set forth in Section 10(a) hereof; and


 


(z) with
respect to any outstanding Award subject to achievement of performance goals and conditions under the Plan, all performance goals and
conditions and other vesting criteria will be deemed achieved as of the time of the Change in Control at the greater of (1) one hundred
percent (100%) of target levels and all other conditions met or (2) actual performance results with respect to such performance goals
and conditions, subject to applicable restrictions set forth in Section 10(a) hereof.


 






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(b)
Termination by the Company without Cause During the Change in Control Period. Unless
otherwise specified in any employment or other agreement for services between the Participant and the Company or any Related Entity, or
in an Award Agreement, in the event the Participant’s employment is terminated by the Company without Cause during the Change in
Control Period (a “Qualifying Termination”), any then outstanding
Awards held by such Participant shall be treated as follows:


 


(i)
any Option or Stock Appreciation Right that was not previously vested and exercisable as of the time of the Qualifying Termination shall
become immediately vested and exercisable, subject to applicable restrictions set forth in Section 10(a) hereof;


 


(ii) any
restrictions, deferral of settlement, and forfeiture conditions applicable to a Restricted Stock Award, Restricted Stock Unit Award or
an Other Stock-Based Award subject only to future service requirements granted under the Plan shall lapse and such Awards shall be deemed
fully vested as of the time of the Qualifying Termination, except to the extent of any waiver by the Participant and subject to applicable
restrictions set forth in Section 10(a) hereof; and


 


(iii) with
respect to any outstanding Award subject to achievement of performance goals and conditions under the Plan, all performance goals and
conditions and other vesting criteria will be deemed achieved as of the time of the Qualifying Termination at the greater of (A) one hundred
percent (100%) of target levels and all other conditions met or (B) actual performance results with respect to such performance goals
and conditions, subject to applicable restrictions set forth in Section 10(a) hereof.


 


(c)
Definition of “Change in Control”. Unless otherwise specified in any employment or other
agreement for services between the Participant and the Company or any Related Entity, or in an Award Agreement, a “Change
in Control” shall mean the occurrence of any of the following:


 


(i)
Any one Person, or more than one Person acting as a Group, other than (1) SIS Holdings LP, (2) the Company, (3) any employee
benefit plan sponsored by the Company or (4) BC Partners LLP or any of its affiliates, becomes the Beneficial Owner of stock of the Company
that, together with the stock held by such Person or Group, constitutes more than fifty percent (50%) of the total Voting Securities of
the Company; or


 


(ii)
The date on which a majority of the members of the Board is comprised of directors whose appointment or election is (x)
not endorsed by a majority of the members of the Board before the date of each appointment or election or (y) approved in connection with
any actual or threatened contest for election to positions on the Board; or


 


(iii)
The date on which all or substantially all of the assets of the Company and all of its Subsidiaries, collectively, have
been sold or otherwise disposed of, directly or indirectly, pursuant to an agreement or series of related agreements, other than the sale
or other disposition by the Company or any of its Subsidiaries of all or substantially all of the assets of the Company and all of its
Subsidiaries, collectively, to a Person, at least fifty percent (50%) of the total outstanding Voting Securities of which are Beneficially
Owned by the holders of the Voting Securities of the Company immediately prior to such sale or other disposition; or


 


(iv)
A merger, consolidation, reorganization or similar transaction with or into the Company or in which securities of the Company
are issued, as a result of which the holders of the Voting Securities, collectively of the Company immediately before such transaction
own, directly or indirectly, collectively, immediately after such transaction less than fifty percent (50%) of the outstanding Voting
Securities of the surviving company or parent corporation resulting from, or issuing its Voting Securities as part of, such transaction;
or


 


(v)
Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.


 






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Notwithstanding the foregoing, with respect
to any Awards granted under the Plan that are deemed to be deferred compensation subject to Section 409A of the Code, any
transaction described herein shall be considered a “Change in Control” for Award settlement or payment purposes only if
it also constitutes a “change in control event” under Section 409A of the Code, to the extent necessary to avoid
adverse tax consequences thereunder.


 


10.   
General Provisions.


 


(a)
Compliance With Legal and Other Requirements. The Company may, to the extent deemed necessary or advisable by the
Committee, postpone the issuance or delivery of Shares or payment of other benefits under any Award until completion of such registration
or qualification of such Shares or other required action under any federal or state law, rule or regulation, listing or other required
action with respect to the Listing Market, or compliance with any other obligation of the Company, as the Committee, may consider appropriate,
and may require any Participant to make such representations, furnish such information and comply with or be subject to such other conditions
as it may consider appropriate in connection with the issuance or delivery of Shares or payment of other benefits in compliance with
applicable laws, rules, and regulations, listing requirements, or other obligations.


 


(b)
Limits on Transferability; Beneficiaries. No Award or other right or interest granted under the Plan shall be pledged,
hypothecated or otherwise encumbered or subject to any lien, obligation or liability of such Participant to any party, or assigned or
transferred by such Participant otherwise than by will or the laws of descent and distribution or to a Beneficiary upon the death of
a Participant, and such Awards or rights that may be exercisable shall be exercised during the lifetime of the Participant only by the
Participant or his or her guardian or legal representative, except that Awards and other rights (other than Incentive Stock Options and
Stock Appreciation Rights in tandem therewith) may be transferred to one or more Beneficiaries or other transferees during the lifetime
of the Participant, and may be exercised by such transferees in accordance with the terms of such Award, but only if and to the extent
such transfers are permitted by the Committee pursuant to the express terms of an Award Agreement (subject to any terms and conditions
which the Committee may impose thereon), are by gift or pursuant to a domestic relations order, and are to a “Permitted Assignee”
that is a permissible transferee under the applicable rules of the Securities and Exchange Commission for registration of securities
on a Form S-8 registration statement. For this purpose, a Permitted Assignee shall mean (i) the Participant’s spouse, children
or grandchildren (including any adopted and step children or grandchildren), parents, grandparents or siblings, (ii) a trust for the
benefit of one or more of the Participant or the persons referred to in clause (i), (iii) a partnership, limited liability company or
corporation in which the Participant or the persons referred to in clauses (i) and (ii) are the only partners, members or shareholders,
or (iv) a foundation in which any person or entity designated in clauses (i), (ii) or (iii) above control the management of assets. A
Beneficiary, transferee, or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms
and conditions of the Plan and any Award Agreement applicable to such Participant, except as otherwise determined by the Committee, and
to any additional terms and conditions deemed necessary or appropriate by the Committee.


 


(c)
Adjustments.


 


(i) Adjustments
to Awards. In the event that any extraordinary dividend or other distribution (whether in the form of cash, Shares, or other
property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase,
share exchange, liquidation, dissolution or other similar corporate transaction or event affects the Shares and/or such other
securities of the Company or any other issuer, then the Committee shall, in such manner as it may deem appropriate and equitable,
substitute, exchange or adjust any or all of (A) the number and kind of Shares which may be delivered in connection with Awards
granted thereafter, (B) the number and kind of Shares by which annual per-person Award limitations are measured under Section 4
hereof, (C) the number and kind of Shares subject to or deliverable in respect of outstanding Awards, (D) the exercise
price, grant price or purchase price relating to any Award and/or make provision for payment of cash or other property in respect of
any outstanding Award, and (E) any other aspect of any Award that the Committee determines to be appropriate in order to prevent the
reduction or enlargement of benefits under any Award.


 






    19


     


    

 


(ii)
Adjustments in Case of Certain Transactions. In the event of any merger, consolidation or other reorganization
in which the Company does not survive, or in the event of any Change in Control (and subject to the provisions of Section 9 of this Plan
relating to the vesting of Awards in the event of any Change in Control), any outstanding Awards may be dealt with in accordance with
any of the following approaches, without the requirement of obtaining any consent or agreement of a Participant as such, as determined
by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Committee: (A) the continuation
of the outstanding Awards by the Company, if the Company is a surviving entity, (B) the assumption or substitution for, as those terms
are defined below, the outstanding Awards by the surviving entity or its parent or subsidiary, (C) full exercisability or vesting and
accelerated expiration of the outstanding Awards, or (D) settlement of the value of the outstanding Awards in cash or cash equivalents
or other property followed by cancellation of such Awards (which value, in the case of Options or Stock Appreciation Rights, shall be
measured by the amount, if any, by which the Fair Market Value of a Share exceeds the exercise or grant price of the Option or Stock Appreciation
Right as of the effective date of the transaction). For the purposes of this Plan, an Option, Stock Appreciation Right, Restricted Stock
Award, Restricted Stock Unit Award, Performance Award or Other Stock-Based Award shall be considered assumed or substituted for if following
the applicable transaction the Award confers the right to purchase or receive, for each Share subject to the Option, Stock Appreciation
Right, Restricted Stock Award, Restricted Stock Unit Award, Performance Award or Other Stock-Based Award immediately prior to the applicable
transaction, on substantially the same vesting and other terms and conditions as were applicable to the Award immediately prior to the
applicable transaction, the consideration (whether stock, cash or other securities or property) received in the applicable transaction
by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration
received in the applicable transaction is not solely common stock of the successor company or its parent or subsidiary, the Committee
may, with the consent of the successor company or its parent or subsidiary, provide that the consideration to be received upon the exercise
or vesting of an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Performance Award or Other Stock-Based
Award, for each Share subject thereto, will be solely common stock of the successor company or its parent or subsidiary substantially
equal in fair market value to the per share consideration received by holders of Shares in the applicable transaction. The determination
of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall
be conclusive and binding. The Committee shall give written notice of any proposed transaction referred to in this Section 10(c)(ii) a
reasonable period of time prior to the closing date for such transaction (which notice may be given either before or after the approval
of such transaction), in order that Participants may have a reasonable period of time prior to the closing date of such transaction within
which to exercise any Awards that are then exercisable (including any Awards that may become exercisable upon the closing date of such
transaction). A Participant may condition his or her exercise of any Awards upon the consummation of the transaction.


 


(iii) Other
Adjustments. The Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in,
Awards (including Awards subject to satisfaction of performance goals, or performance goals and conditions relating thereto) in
recognition of unusual or nonrecurring events (including, without limitation, acquisitions and dispositions of businesses and
assets) affecting the Company, any Related Entity or any business unit, or the financial statements of the Company or any Related
Entity, or in response to changes in applicable laws, regulations, accounting principles, tax rates and regulations or business
conditions or in view of the Committee’s assessment of the business strategy of the Company, any Related Entity or business
unit thereof, performance of comparable organizations, economic and business conditions, personal performance of a Participant, and
any other circumstances deemed relevant.


 






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(d)
Award Agreements. Each Award Agreement shall either be (a) in writing
in a form approved by the Committee and executed by the Company by an officer duly authorized to act on its behalf, or (b) an electronic
notice in a form approved by the Committee and recorded by the Company (or its designee) in an electronic recordkeeping system used for
the purpose of tracking one or more types of Awards as the Committee may provide; in each case and if required by the Committee, the Award
Agreement shall be executed or otherwise electronically accepted by the recipient of the Award in such form and manner as the Committee
may require. The Committee may authorize any officer of the Company to execute any or all Award Agreements on behalf of the Company. The
Award Agreement shall set forth the material terms and conditions of the Award as established by the Committee consistent with the provisions
of the Plan.


 


(e)
Taxes. The Company and any Related Entity are authorized to withhold from any Award granted, any payment relating
to an Award under the Plan, including from a distribution of Shares, or any payroll or other payment to a Participant, amounts of withholding
and other taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the
Committee may deem advisable to enable the Company or any Related Entity and Participants to satisfy obligations for the payment of withholding
taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Shares or other
property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations, either on a mandatory
or elective basis in the discretion of the Committee. The amount of withholding tax paid with respect to an Award by the withholding
of Shares otherwise deliverable pursuant to the Award or by delivering Shares already owned shall not exceed the maximum statutory withholding
required with respect to that Award (or such other limit as the Committee shall impose, including without limitation, any limit imposed
to avoid or limit any financial accounting expense relating to the Award).


 


(f)
Changes to the Plan and Awards. The Board may amend, alter, suspend, discontinue or terminate the Plan, or the Committee’s
authority to grant Awards under the Plan, without the consent of shareholders or Participants, except that any amendment or alteration
to the Plan shall be subject to the approval of the Company’s shareholders not later than the annual meeting next following such
Board action if such shareholder approval is required by any federal or state law or regulation (including, without limitation, Rule
16b-3) or the rules of the Listing Market, and the Board may otherwise, in its discretion, determine to submit other such changes to
the Plan to shareholders for approval; provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent
of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant under the terms of
any previously granted and outstanding Award. The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue
or terminate any Award theretofore granted and any Award Agreement relating thereto, except as otherwise provided in the Plan; provided
that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Board or
Committee action referred to herein may materially and adversely affect the rights of such Participant under terms of such Award.


 


(g)
Clawback of Benefits.


 


(i) The
Company may (A) cause the cancellation of any Award, (B) require reimbursement of any Award by a Participant or Beneficiary, and (C)
effect any other right of recoupment of equity or other compensation provided under this Plan or otherwise in accordance with any
Company policies that currently exist or that may from time to time be adopted or modified in the future by the Company and/or
applicable law (each, a “Clawback Policy”). In addition, a Participant may be required to repay to the Company certain
previously paid compensation, whether provided under this Plan or an Award Agreement or otherwise, in accordance with any Clawback
Policy. By accepting an Award, a Participant is also agreeing to be bound by any existing or future Clawback Policy adopted by the
Company, or any amendments that may from time to time be made to the Clawback Policy in the future by the Company in its discretion
(including without limitation any Clawback Policy adopted or amended to comply with applicable laws or stock exchange requirements)
and is further agreeing that all of the Participant’s Award Agreements may be unilaterally amended by the Company, without the
Participant’s consent, to the extent that the Company in its discretion determines to be necessary or appropriate to comply
with any Clawback Policy.


 






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 (ii) If the Participant,
without the consent of the Company, while employed by or providing services to the Company or any Related Entity or after termination
of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement or otherwise engages
in activity that is in conflict with or adverse to the interest of the Company or any Related Entity, as determined by the Committee in
its sole discretion, then (i) any outstanding, vested or unvested, earned or unearned portion of the Award may, at the Committee’s
discretion, be canceled and (ii) the Committee, in its discretion, may require the Participant or other person to whom any payment has
been made or Shares or other property have been transferred in connection with the Award to forfeit and pay over to the Company, on demand,
all or any portion of the gain (whether or not taxable) realized upon the exercise of any Option or Stock Appreciation Right and the value
realized (whether or not taxable) on the vesting or payment of any other Award during the time period specified in the Award Agreement
or otherwise specified by the Committee.


 


(h)
Limitation on Rights Conferred Under Plan. Neither the Plan nor any action taken hereunder or under any Award shall
be construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the
employ or service of the Company or a Related Entity; (ii) interfering in any way with the right of the Company or a Related Entity
to terminate any Eligible Person’s or Participant’s Continuous Service at any time, (iii) giving an Eligible Person
or Participant any claim to be granted any Award under the Plan or to be treated uniformly with other Participants and Employees, or
(iv) conferring on a Participant any of the rights of a shareholder of the Company or any Related Entity including, without limitation,
any right to receive dividends or distributions, any right to vote or act by written consent, any right to attend meetings of shareholders
or any right to receive any information concerning the Company’s or any Related Entity’s business, financial condition, results
of operation or prospects, unless and until such time as the Participant is duly issued Shares on the stock books of the Company or any
Related Entity in accordance with the terms of an Award. None of the Company, its officers or its directors shall have any fiduciary
obligation to the Participant with respect to any Awards unless and until the Participant is duly issued Shares pursuant to the Award
on the stock books of the Company in accordance with the terms of an Award. Neither the Company, nor any Related Entity, nor any of their
respective officers, directors, representatives or agents is granting any rights under the Plan to the Participant whatsoever, oral or
written, express or implied, other than those rights expressly set forth in this Plan or the Award Agreement.


 


(i)
Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan
for incentive and deferred compensation. With respect to any payments not yet made to a Participant or obligation to deliver Shares pursuant
to an Award, nothing contained in the Plan or any Award Agreement shall give any such Participant any rights that are greater than those
of a general creditor of the Company or Related Entity that issues the Award; provided that the Committee may authorize the creation
of trusts and deposit therein cash, Shares, other Awards or other property, or make other arrangements to meet the obligations of the
Company or Related Entity under the Plan. Such trusts or other arrangements shall be consistent with the “unfunded” status
of the Plan unless the Committee otherwise determines with the consent of each affected Participant. The trustee of such trusts may be
authorized to dispose of trust assets and reinvest the proceeds in alternative investments, subject to such terms and conditions as the
Committee may specify and in accordance with applicable law.


 






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(j)
Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission to the shareholders
of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt
such other incentive arrangements as it may deem desirable.


 


(k)
Payments in the Event of Forfeitures; Fractional Shares. Unless otherwise determined by the Committee, in the event
of a forfeiture of an Award with respect to which a Participant paid cash or other consideration, the Participant shall be repaid the
amount of such cash or other consideration. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The
Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether
such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.


 


(l)
Governing Law. Except as otherwise provided in any Award Agreement, the validity, construction and effect of the
Plan, any rules and regulations under the Plan, and any Award Agreement shall be determined in accordance with the laws of the State
of Delaware without giving effect to principles of conflict of laws, and applicable federal law.


 


(m)
Sub-Plans. The Committee shall have the authority to adopt such modifications, procedures, and subplans as may be
necessary or desirable to comply with provisions of the laws of foreign countries in which the Company or its Related Entities may operate
to assure the viability of the benefits from Awards granted to Participants performing services in such countries and to meet the objectives
of the Plan.


 


(n)
Plan Effective Date; Termination of Plan. The Plan shall become effective on the Effective Date. The Plan has been
adopted and approved, prior to the Effective Date, by both the Board and the shareholders of the Company eligible to vote in the election
of directors, by a vote sufficient to meet the requirements of Code Section 422, Rule 16b-3 under the Exchange Act (if applicable), applicable
requirements under the rules of any stock exchange or automated quotation system on which the Shares may be listed or quoted, and other
laws, regulations, and obligations of the Company applicable to the Plan. The Plan shall terminate at the earliest of (i) such time as
no Shares remain available for issuance under the Plan, (ii) termination of this Plan by the Board, or (iii) the tenth anniversary
of the Effective Date. Awards outstanding upon expiration of the Plan shall remain in effect until they have been exercised or terminated
or have expired.


 


(o) Construction
and Interpretation. Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include
the feminine gender. Headings of Articles and Sections hereof are inserted for convenience and reference and constitute no part of the
Plan.


 


(p) Severability.
If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction,
the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall
remain enforceable in any other jurisdiction.


 


Neither
this document, nor any offer letter connected with it, is an approved prospectus for the purposes of section 85(1) of the Financial Services
and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B
of FSMA) is being made in connection with the UK Sub-Plan to the Appgate, Inc. 2021 Incentive Compensation Plan (the “Sub-Plan”).
The Sub-Plan is exclusively available to bona fide UK employees and former employees of Appgate, Inc. or any of its subsidiaries.


 






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UK SUB-PLAN 


TO THE 


APPGATE, INC.


2021 INCENTIVE COMPENSATION PLAN


 


Additional terms and conditions for Awards received
by Participants who are subject to tax in the UK, pursuant to Section 10(m) of the Appgate, Inc. 2021 Incentive Compensation Plan, as
may be amended from time to time (the “Parent Plan”).


 


The purpose of
this Sub-Plan is to provide incentives for UK Employees (as defined below) through the grant of Awards over Shares of the Company.


 


This Sub-Plan shall
apply to all UK Employees. In the event that an Employee becomes a UK Employee subsequent to the grant of an Award under the Plan, then
such Award shall immediately and automatically be amended in a manner consistent with this Sub-Plan unless otherwise determined by the
Committee.


 


Capitalized terms
used in this Sub-Plan are defined in the Parent Plan, subject to the provisions of this Sub-Plan.


 


Any Options granted
under this Sub-Plan shall be designated as Non-tax advantaged Options.


 


This
Sub-Plan is governed by the Parent Plan and all its provisions shall be identical to those of the Parent Plan SAVE THAT (i)
“Sub-Plan” shall be substituted for “Plan” where applicable and (ii) the following provisions shall be as
stated in this Sub-Plan in order to accommodate the specific requirements of the laws of England and Wales:


 


SECTION 2: Definitions
and interpretation


 


For purposes of this UK Sub-Plan only,
the following definitions that are contained in the Parent Plan shall be amended to read:


 


“Eligible Person”
means any person who is a UK Employee.


 


“Employee”
means any person, including a full-time officer or full-time Director, who is an employee of the Company or any Group Company, or is a
prospective employee of the Company or any Group Company (conditioned upon and effective not earlier than, such person becoming an employee
of the Company or any Group Company). The payment of a director’s fee by the Company or a Group Company shall not be sufficient
to constitute “employment” by the Company.


 


“Plan” means
the Parent Plan as modified by this UK Sub-Plan.


 ` 




    24


     


    

 


For purposes of this UK Sub-Plan only,
the following definitions shall be added:


 


“Group” has
the meaning given to that word in section 421 of the UK Financial Services and Markets Act 2000, and “Group Company”
shall be construed accordingly.


 


“HMRC” means
HM Revenue & Customs.


 


“ITEPA” means
the Income Tax (Earnings and Pensions) Act 2003.


 


“Joint Election”
means an election (in such terms and such form as provided in paragraphs 3A and 3B of Schedule 1 to the Social Security Contributions
and Benefits Act 1992), which has been approved by HMRC for the transfer of the whole of or any liability of the Secondary Contributor
for any Secondary NIC Liability.


 


“Non-tax advantaged Option”
shall mean an Option over Shares that is neither an option granted pursuant to a CSOP scheme under Schedule 4 ITEPA nor an enterprise
management incentive (EMI) option which meets the requirements of Schedule 5 ITEPA.


 


“Personal Representative”
shall mean the personal representative(s) of a UK Employee (being either the executors of his or her will or if he or she dies intestate
the duly appointed administrator(s) of his or her estate) who have provided to the Board Committee evidence of their appointment as such.


 


“Secondary Contributor”
shall mean a person or company who has a liability to account (or pay) the Secondary NIC Liability to HMRC.


 


“Secondary NIC Liability”
shall mean any liability to employer’s Class 1 National Insurance contributions to the extent arising from the grant, vesting, exercise,
release or cancellation of an Award or arising out of the acquisition, vesting, retention and/or disposal of the Shares acquired pursuant
to an Award, where such liability may be recovered from the Eligible Person by the Secondary Contributor under paragraph 3A of Schedule
1 to the Social Security Contributions and Benefits Act 1992 or transferred to the Eligible Person under paragraph 3B of Schedule 1 to
the Social Security Contributions and Benefits Act 1992.


 


“Section 431 Election”
shall mean an election made under section 431 of ITEPA.


 


“Taxable Event”
shall mean any occasion on which a UK Tax Liability and/or Secondary NIC Liability arises in connection with an Award or any Shares acquired
under an Award, including but not limited to the grant, vesting, exercise, assignment, release, cancellation or other disposal of an Award,
or arising out of the acquisition, vesting, retention and/or disposal of the Shares subject to or comprising an Award, or otherwise pursuant
to an award of Shares under the Plan.


 


“UK Employee”
means an Employee who is resident in the United Kingdom for United Kingdom tax purposes, or otherwise within the scope of United Kingdom
taxation on employment income as a result of duties performed in the United Kingdom.


 


“UK Tax Liability”
shall mean any liability or obligation of the Company and/or any Group Company to account (or pay) for income tax (under the United Kingdom
withholding system of PAYE (pay as you earn)) or any other taxation provisions and primary class 1 National Insurance contributions in
the United Kingdom to the extent arising from the grant, exercise, vesting, assignment, release, cancellation or any other disposal of
an Award, or arising out of the acquisition, vesting, retention and/or disposal of the Shares subject to or comprising an Award, or otherwise
pursuant to an award of Shares under the Plan.


 




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SECTION 3: Administration


 


		(a)	For the purposes of the UK Sub-Plan only, Section 3(a) of the Parent Plan shall be amended by the insertion,
after the words “to select Eligible Persons to become Participants” of the words:



 


“(provided that a person who is
not employed by or a full-time director of one or more Group Companies may not be selected under this section 3(a) or be granted Awards
under this Sub-Plan).”


 


SECTION 6: Specific
Terms of Awards


 


		(b)	For the purposes of the UK Sub-Plan only, the first sentence of section 6(d)(iv) of the Parent Plan shall
read as follows:



 


“Dividends and Splits.
As a condition to the grant of a Restricted Stock Award, the Committee shall require that any dividends paid on a Share of Restricted
Stock be waived by the relevant Participant. The Participant shall instead receive a Dividend Equivalent in respect of the number of Shares
comprised in the Restricted Stock Award, payment of which shall be subject to restrictions and a risk of forfeiture to the same extent
as the Restricted Stock with respect to which such Dividend Equivalent is payable, in a manner that does not violate the requirements
of Section 409A of the Code or other applicable law.”


 


		(c)	For the purposes of the UK Sub-Plan only, the first sentence of section 6(e)(iii) of the Parent Plan shall
read as follows:



 


“Dividend
Equivalents. A Participant who holds a Restricted Stock Unit Award shall not be entitled to receive any dividends in respect of
Shares attributable to such Restricted Stock Unit. The Participant shall instead receive a Dividend Equivalent
in respect of the number of Shares comprised in the Restricted Stock Unit Award, payment of which shall be subject to restrictions
on transfer and a risk of forfeiture to the same extent as the Restricted Stock Unit with respect to which such cash dividend is payable,
in a manner that does not violate the requirements of Section 409A of the Code or other applicable law.”


 


		(d)	For the purposes of the UK Sub-Plan only, the following wording shall be added as a new section 6(j) of
the Parent Plan:



 


“In the event the Committee wishes
to require the Participant to enter into a Joint Election in respect of the Secondary NIC Liability arising in connection with an Award,
or otherwise to pass to the Participant the cost of the Secondary NIC Liability arising in connection with an Award, the Committee must
specify in the relevant Award Agreement that any such Award may be settled only in Shares and not in cash.”


 


SECTION 10: General
Provisions 


 


		(e)	For the purposes of the UK Sub-Plan only, Section 10(b) of the Parent Plan shall read as follows:



 


		●	“Limits on Transferability; Beneficiaries.
Awards granted under this Sub-Plan may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated in any manner
other than on the UK Employee’s death to the UK Employee’s Personal Representative. Further, a Participant’s rights
under such Awards shall be exercisable during the Participant’s lifetime only by such Participant or such Participant’s legal
representative.”



 






    26


     


    

 


		(f)	For the purposes of the UK Sub-Plan only, Section 10(e) shall be re-numbered as section 10(e)(i), and
the following wording shall be added as new sections 10(e)(ii), 10(e)(iii) and 10(e)(iv):



 


“10(e)(ii) No obligation shall
arise upon the Company to issue or transfer Shares or procure the issue or transfer of Shares and/or do any other thing in relation to
a UK Employee or Participant under or in connection with this Sub-Plan (together “Grantor Action”) unless and until
the Committee is satisfied in its absolute discretion that such UK Employee or Participant:


 


		(i)	has made payment, or has made arrangements satisfactory to the Committee for the payment to the Company
and/or to any other Group Company, of such sum as is sufficient to settle any UK Tax Liability which arises as a result of such Grantor
Action or the exercise of an Option; or



 


		(ii)	has entered into an agreement with the Company and/or any such other Group Company (in a form satisfactory
to the Committee) to ensure that such a payment is made.



 


“10(e)(iii) The Committee may
provide in an Award Agreement that the grant, satisfaction, vesting or exercise of such Award (or any portion thereof) is conditional
upon the UK Employee making or refraining from making a Section 431 Election with respect to the Shares acquired pursuant to the exercise
or vesting of such Award. If a UK Employee makes a Section 431 Election in respect of the acquisition of any Shares under an Award Agreement,
such election shall be made no later than fourteen (14) days from the date of acquisition of the Shares.


 


“10(e)(iv) The Committee may
provide in an Award Agreement that the grant, satisfaction, vesting or exercise of such Award (or any portion thereof) is conditional
upon the UK Employee either making a Joint Election, or indemnifying the Company and/or any other Group Company in respect of any Secondary
NIC Liability, with respect to the Shares acquired pursuant to the Award Agreement.”


 


		(g)	For the purposes of the UK Sub-Plan only, the following wording shall be added at the end of section 10(h)
of the Parent Plan:



 


“The rights and obligations of
any individual under the terms of his or her office or employment with the Company or any Group Company shall not be affected by his or
her participation in the Plan or any right which he or she may have to participate in it. An individual who participates in the Plan waives
any and all rights to compensation or damages in consequence of the termination of his or her office or employment for any reason whatsoever
(whether or not such termination is wrongful or unfair) insofar as those rights arise or may arise from his or her ceasing to have rights
under an Award as a result of such termination.”


 


		(h)	For the purposes of the UK Sub-Plan only, a new Section 10(q) shall be added as follows:



 


“No term of the Plan shall be
construed so as to require the Company or the Committee to grant, or alter the terms of, any Award to a UK Employee so as to confer any
“tax-advantaged” status on that Award for United Kingdom tax purposes.”


 


This UK Sub-Plan to the Appgate, Inc. 2021 Incentive
Compensation Plan was approved by the Board on September 6, 2021 to become effective on October 12, 2021 (the “UK Sub-Plan Effective
Date”).


 


 


27