Exhibit 10.3


 


POINT BIOPHARMA GLOBAL INC. 2021 EQUITY INCENTIVE
PLAN


 


	SECTION 1.	GENERAL
PURPOSE OF THE PLAN; DEFINITIONS



 


The name of the plan is the POINT Biopharma Global
Inc. 2021 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees,
non-employee directors and consultants of POINT Biopharma Global Inc. (the “Company”) and its Affiliates upon whose
judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest
in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer
identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s
behalf and strengthening their desire to remain with the Company.


 


The following terms shall be defined as set forth
below:


 


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


 


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


 


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


 


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


 


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


 


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


 


“Canadian Participant” means
a recipient of Awards that is a resident in Canada for purposes of the Income Tax Act (Canada).


 


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


 









     


     


    

 


“Closing Date” means the date
of the closing of the transactions contemplated by that certain Business Combination Agreement, dated as of March 15, 2021, by and among
the Company and the other parties thereto.


 


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


 


“Consultant” means a consultant
or adviser who provides bona fide services to the Company or an Affiliate as an independent contractor and who qualifies as a consultant
or advisor under Instruction A.1.(a)(1) of Form S-8 under the Act, and, in the case of a Canadian Participant, (i) provides the services
under a written contract with the Company or a subsidiary of the Company, and (ii) spends or will spend a significant amount of time and
attention on the affairs and business of the Company or a subsidiary of the Company.


 


“Dividend Equivalent Right”
means an Award (or, in the case of a Canadian Participant, a term of Restricted Share Unit) entitling the grantee to receive credits based
on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other Award to which
it relates) if such shares had been issued to and held by the grantee on the applicable record date for such dividends (if applicable).


 


“Effective Date” means the date
on which the Plan becomes effective as set forth in Section 20.


 


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


 


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


 


“Incentive Stock Option” means
any Stock Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.


 


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


 


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


 


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


 









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“Prior Plan” means the Point
Biopharma Inc. 2020 Equity Incentive Plan, as amended and restated from time to time, as well as stock options granted by Point Biopharma
Inc. not subject to any plan.


 


“Restricted Shares” means the
shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture or the Company’s right of repurchase.


 


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


 


“Restricted Stock Units” means
a right to receive, in cash and/or shares of Stock, as determined by the Administrator, the Fair Market Value of a share of Stock, subject
to such restrictions on transfer, vesting conditions and other restrictions or limitations as may be set forth in this Plan and the applicable
Award Certificate.


 


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


 


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


 


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


 


“Service Relationship” means
any relationship as an employee, director or Consultant of the Company or any Affiliate (e.g., a Service Relationship shall be deemed
to continue without interruption in the event an individual’s status changes from full-time employee to part-time employee or Consultant).


 


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


 


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


 









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


 


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


 


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


 


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



 


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


 


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


 


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


 


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


 


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


 


(iv)            correct
any defect, supply any omission or reconcile any inconsistency in the Plan, in any Award, or in any Award Certificate;


 


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


 


(vi)            accelerate
at any time the exercisability or vesting of all or any portion of any Award or waive any forfeiture provision with respect to an Award;


 


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


 


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


 









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


 


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


 


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


 


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


 


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


 






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



 


(a)           Stock
Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 7,438,527 shares
(the “Initial Limit”), subject to adjustment as provided in this Section 3, plus on January 1, 2022 and each
January 1 thereafter, the number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively
increased by four percent (4%) of the number of shares of Stock issued and outstanding on the immediately preceding December 31 or
such lesser amount as determined by the Board (the “Annual Increase”). Subject to such overall limitation, the
maximum aggregate number of shares of Stock that may be issued in the form of Incentive Stock Options shall not exceed 7,438,527
subject to adjustment as provided in this Section 3. For purposes of this limitation, the shares of Stock underlying any awards
under the Plan and under the Prior Plan that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award
to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock
or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan
and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares of Stock that may
be issued as Incentive Stock Options. The shares available for issuance under the Plan may be authorized but unissued shares of
Stock or shares of Stock reacquired by the Company. Awards that may be settled solely in cash shall not be counted against the share
reserve, nor shall they reduce the shares of Stock authorized for grant to any grantee in any calendar year.


 


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


 






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(c)              
Mergers and Other Transactions. In the case of and subject to the consummation of a Sale Event, the parties thereto may
cause the assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new
Awards of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate,
the per share exercise prices, as such parties shall agree. To the extent the parties to such Sale Event do not provide for the assumption,
continuation or substitution of Awards, upon the effective time of the Sale Event, the Plan and all outstanding Awards granted hereunder
shall terminate. In such case, except as may be otherwise provided in the relevant Award Certificate, all Options and Stock Appreciation
Rights with time-based vesting conditions or restrictions that are not vested and/or exercisable immediately prior to the effective time
of the Sale Event shall become fully vested and exercisable as of the effective time of the Sale Event, all other Awards with time-based
vesting, conditions or restrictions shall become fully vested and nonforfeitable as of the effective time of the Sale Event, and all Awards
with conditions and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in connection with
a Sale Event in the Administrator’s discretion or to the extent specified in the relevant Award Certificate. In the event of such
termination, the Administrator shall have the option (in its sole discretion) to effect either of the following alternatives, which may
vary among individual holders and which may vary among Awards held by any individual holder: (i) make or provide for a payment, in cash
or in kind, to the grantees holding Options and Stock Appreciation Rights, in exchange for the cancellation thereof (provided, however,
that Options held by Canadian Participants will not be cancelled for cash or in kind without the consent of such Canadian Participant,
which consent shall not be unreasonably withheld, conditioned or delayed), in an amount equal to the difference between (A) the Sale Price
multiplied by the number of shares of Stock subject to outstanding Options and Stock Appreciation Rights (to the extent then exercisable
at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Stock Appreciation
Rights (provided that, in the case of an Option or Stock Appreciation Right with an exercise price equal to or greater than the Sale Price,
such Option or Stock Appreciation Right shall be cancelled for no consideration); or (ii) permit a grantee to exercise all or any portion
of such grantee’s outstanding Options and Stock Appreciation Rights (to the extent then exercisable), for a limited period of time
on or before a date prior to the consummation of the Sale Event as specified by the Administrator, after which specified date all unexercised
Awards and all rights of holders thereunder shall terminate. The Administrator shall also have the option (in its sole discretion) to
make or provide for a payment, in cash or in kind, to the grantees holding Awards other than Options and Stock Appreciation Rights, in
an amount equal to the Sale Price multiplied by the number of vested shares of Stock under such Awards.


 


(d)               Maximum
Awards to Non-Employee Directors. The aggregate amount of compensation, including both Awards granted under this Plan and cash
compensation, paid to any Non-Employee Director in a calendar year period shall not exceed $750,000; provided, however, that such
amount shall be $1,000,000 for the calendar year in which the applicable Non-Employee Director is initially appointed to the Board.
For the purpose of this limitation, the amount of any Award paid in a calendar year shall be its grant date fair value, as
determined in accordance with ASC 718 or successor provision but excluding the impact of estimated forfeitures related to
service-based vesting provisions.


 






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	SECTION 4.	ELIGIBILITY



 


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


 


	SECTION 5.	STOCK
                                            OPTIONS



 


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


 


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


 


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


 


(b)            Exercise Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5
shall be determined by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date
of grant. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the exercise price of such Incentive Stock
Option shall be not less than 110 percent of the Fair Market Value on the grant date.


 


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


 


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


 






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


 


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


 


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


 


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


 


(iv)            
To the extent permitted by the Administrator and set forth in an Award Certificate, with respect to Stock Options that are not
Incentive Stock Options, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of
Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise
price. In the event that a Canadian Participant exercises Stock Options by a “net exercise” arrangement, the Company (or applicable
Affiliate) shall timely file an election pursuant to (and take such other actions as are contemplated by) subsection 110(1.1) of the Income
Tax Act (Canada) in respect of such exercise.


 


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


 





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


 






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	SECTION 6.	STOCK
                                            APPRECIATION RIGHTS



 


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


 


(b)          Exercise Price of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right shall not be less than 100
percent of the Fair Market Value of the Stock on the date of grant.


 


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


 


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


 


	SECTION 7.	RESTRICTED
STOCK AWARDS



 


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


 


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


 






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


 


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


 


	SECTION 8.	RESTRICTED
STOCK UNITS



 


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


 


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


 






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


 


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


 


	SECTION 9.	UNRESTRICTED
                                            STOCK AWARDS



 


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


 


	SECTION 10.	CASH-BASED
AWARDS



 


Grant of Cash-Based Awards. The Administrator
may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles the grantee to a payment in cash upon the attainment
of specified performance goals. The Administrator shall determine the maximum duration of the Cash-Based Award, the amount of cash to
which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions
as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges
as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of
the Award and may be made in cash.


 






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	SECTION 11.	DIVIDEND
EQUIVALENT RIGHTS



 


(a)          Dividend
Equivalent Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an Award
entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend
Equivalent Right (or other Award to which it relates) if such shares had been issued to the grantee. A Dividend Equivalent Right may
be granted hereunder to any grantee as a component of an award of Restricted Stock Units or as a freestanding award. In no event shall
any Dividend Equivalent Right be granted to an optionee as a component of a Stock Option or Stock Appreciation Right. The terms and conditions
of Dividend Equivalent Rights shall be specified in the Award Certificate. Dividend equivalents credited to the holder of a Dividend
Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional
equivalents. Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under
a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock or
a combination thereof, in a single installment or installments. A Dividend Equivalent Right granted as a component of an Award of Restricted
Stock Units shall provide that such Dividend Equivalent Right shall be settled only upon settlement or payment of, or lapse of restrictions
on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such
other Award. Notwithstanding the foregoing, a Dividend Equivalent Right may be granted to a Canadian Participant only in connection with
Restricted Share Units and shall, where so granted (i) be deemed to be a term of the applicable Restricted Share Units and set out in
the applicable award or similar agreement, (ii) be credited in the form of additional Restricted Share Units (calculated based on the
value of the amount of the applicable dividends and the Fair Market Value of the Shares to which the Restricted Share Units relate) and
(iii) be subject to the same vesting conditions (if any) and be settled on the same terms and conditions of, and at the same time as,
the applicable Restricted Share Units.


 


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


 


	SECTION 12.	Transferability
of Awards



 


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


 


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


 









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


 


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


 


	SECTION 13.	TAX
                                            WITHHOLDING



 


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


 


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


 






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	SECTION 14.	Section
                                            409A awards



 


Awards are intended to be
exempt from Section 409A to the greatest extent possible and to otherwise comply with Section 409A. The Plan and all Awards shall be
interpreted in accordance with such intent. To the extent that any Award is determined to constitute “nonqualified deferred
compensation” within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such
additional rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A. In this
regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section
409A) to a grantee who is then considered a “specified employee” (within the meaning of Section 409A), then no such
payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s separation from
service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being
subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further, the settlement of any 409A Award may
not be accelerated except to the extent permitted by Section 409A.


 


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



 


(a)             Termination
of Service Relationship. If the grantee’s Service Relationship is with an Affiliate and such Affiliate ceases to be an Affiliate,
the grantee shall be deemed to have terminated his or her Service Relationship for purposes of the Plan.


 


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


 


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


 


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


 


(iii)           
an employee becoming a Consultant or a Non-Employee Director upon the termination of such employee’s employment, unless otherwise
determined by the Administrator, in its sole discretion; or


 


(iv)            
a Consultant or a Non-Employee Director becoming an employee.


 


	SECTION 16.	AMENDMENTS
                                            AND TERMINATION



 


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


 






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	SECTION 17.	STATUS
OF PLAN



 


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


 


	SECTION 18.	GENERAL
PROVISIONS



 


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


 


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


 









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


 


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


 


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


 


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


 


(g)              
Severability. If all or any part of this Plan is declared by any court or governmental authority to be unlawful or invalid,
such unlawfulness or invalidity shall not serve to invalidate any portion of this Plan not declared to be unlawful or invalid. Any Section
or part of a Section so declared to be unlawful or invalid shall, if possible, be construed in a manner that will give effect to the terms
of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.


 


(h)              
Failure to Comply. In addition to the remedies of the Company elsewhere provided for herein, failure by a grantee to comply
with any of the terms and conditions of the Plan or any Award Certificate, unless such failure is remedied by such grantee within ten
days after having been notified of such failure by the Administrator, shall be grounds for the cancellation and forfeiture of such Award,
in whole or in part, as the Administrator, in its sole discretion, may determine.


 


(i)                 Changes
in Status & Leaves of Absence. The Administrator shall have the discretion to determine (whether by establishing a policy
applicable to the treatment of any or all Awards in such circumstances, or by making an individualized determination) at any time
whether and to what extent any tolling, reduction, vesting-extension, forfeiture or other treatment should be applied to an Award in
connection with a participant’s leave of absence or a change in a participant’s regular level of time commitment to the
Company (e.g., in connection with a change from full-time to part-time status); provided, however, that the Administrator
shall not have any such discretion (whether pursuant to a policy or specific determination) to the extent that the grant of such
discretion would cause any tax to become due under Section 409A of the Code; and provided, further, that in the absence of a
determination to the contrary by the Administrator, vesting shall continue during any paid leave and shall be tolled during any
unpaid leave (in all cases, unless otherwise required by applicable laws). In the event of any such tolling, forfeiture, reduction
or extension, the grantee shall have no right to the portion of the Award so tolled, forfeited, reduced or extended (except for the
right that remains, if any, after the application of such action).


 






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	SECTION 19.	STATUS
UNDER ERISA



 


The Plan shall not constitute an “employee
benefit plan” for purposes of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.


 


	SECTION 20.	EFFECTIVE
DATE OF PLAN



 


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


 


	SECTION 21.	GOVERNING
LAW



 


This Plan and all Awards and actions taken thereunder
shall be governed by, and construed in accordance with, the laws of the State of Delaware, applied without regard to conflict of law principles.


 


DATE APPROVED BY BOARD OF DIRECTORS: JUNE 4, 2021


 


DATE APPROVED BY STOCKHOLDERS: JUNE 29, 2021


 






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