Exhibit 10.1


 


AUGMEDIX, INC.


 


2020 EQUITY
INCENTIVE PLAN

(as amended and restated effective July 1, 2021)


 


1. PURPOSE.
The purpose of this Plan is to provide incentives to attract, retain, and motivate eligible persons whose present and potential contributions
are important to the success of the Company, and any Parents, Subsidiaries, and Affiliates that exist now or in the future, by offering
them an opportunity to participate in the Company’s future performance through the grant of Awards. Capitalized terms not defined
elsewhere in the text are defined in Section 29.


 


 2. SHARES SUBJECT TO THE PLAN.




 


2.1. Number of
Shares Available. Subject to Section 2.6 and Section 22 and any other applicable provisions hereof, the total number
of Shares reserved and available for grant and issuance pursuant to this Plan is 2,376,909 Shares (which includes the 1,733,148 Share
increase made as of January 1, 2021 pursuant to Section 2.4), plus (a) any reserved Shares not issued or subject to outstanding
awards granted under the Company’s 2013 Equity Incentive Plan, as amended and restated (the “Prior Plan”)
on the Effective Date (as defined below), (b) Shares that are subject to awards granted under the Prior Plan that cease to be subject
to such awards by forfeiture or otherwise after the Effective Date, (c) Shares issued under the Prior Plan before or after the Effective
Date pursuant to the exercise of stock options that are, after the Effective Date, forfeited, (d) Shares issued under the Prior Plan that
are repurchased by the Company at the original issue price, (e) Shares that are subject to stock options or other awards under the Prior
Plan that are used to pay the exercise price of a stock option or withheld to satisfy the tax withholding obligations related to any award,
and (f) Shares that are subject to awards granted prior to the effectiveness of the Prior Plan that are forfeited or otherwise repurchased
by the Company.


 


2.2. Lapsed,
Returned Awards. Shares subject to Awards, and Shares issued under the Plan under any Award, will again be available for grant and
issuance in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance upon exercise of
an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other than exercise of the
Option or SAR, (b) are subject to Awards granted under this Plan that are forfeited or are repurchased by the Company at the original
issue price, (c) are subject to Awards granted under this Plan that otherwise terminate without such Shares being issued or (d) are surrendered
pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will
not result in reducing the number of Shares available for issuance under the Plan. Shares used to pay the exercise price of an Award or
withheld to satisfy the tax withholding obligations related to an Award will become available for grant and issuance in connection with
subsequent Awards under this Plan. For the avoidance of doubt, Shares that otherwise become available for grant and issuance because of
the provisions of this Section 2.2 will not include Shares subject to Awards that initially became available because of the substitution
clause in Section 22.2 hereof.


 


2.3. Minimum
Share Reserve. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy
the requirements of all outstanding Awards granted under this Plan.


 




     


     


    

 


2.4. Automatic
Share Reserve Increase. The number of Shares available for grant and issuance under the Plan will be increased on January 1 of each
of the first ten (10) calendar years during the term of the Plan by the lesser of (a) five percent (5%) of the number of shares of all
classes of the Company’s common stock issued and outstanding on each December 31 immediately prior to the date of increase or (b)
such number of Shares determined by the Board.


 


2.5. ISO
Limitation. No more than 3,287,322 Shares will be issued pursuant to the exercise of ISOs granted under the Plan.


 


2.6. Adjustment
of Shares. If the number of outstanding Shares is changed by a stock dividend, extraordinary dividend or distribution (whether in
cash, shares, or other property, other than a regular cash dividend), recapitalization, stock split, reverse stock split, subdivision,
combination, consolidation, reclassification, spin-off, or similar change in the capital structure of the Company, without consideration,
then (a) the number and class of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, including
Shares reserved under sub-clauses (a)-(e) of Section 2.1, (b) the Exercise Prices of and number and class of Shares subject to
outstanding Options and SARs, (c) the number and class of Shares subject to other outstanding Awards and (d) the maximum number and class
of Shares that may be issued as ISOs set forth in Section 2.5, will be proportionately adjusted, subject to any required action
by the Board or the stockholders of the Company and in compliance with applicable securities laws, provided that fractions of a Share
will not be issued.


 


If, by reason of an
adjustment pursuant to this Section 2.6, a Participant’s Award Agreement or other agreement related to any Award, or the
Shares subject to such Award, covers additional or different shares of stock or securities, then such additional or different shares,
and the Award Agreement or such other agreement in respect thereof, will be subject to all of the terms, conditions, and restrictions
which were applicable to the Award or the Shares subject to such Award prior to such adjustment.


 


3. ELIGIBILITY.
ISOs may be granted only to Employees. All other Awards may be granted to Employees, Consultants, Directors, and Non-Employee Directors,
provided that such Consultants, Directors, and Non-Employee Directors render bona fide services not in connection with the offer and sale
of securities in a capital-raising transaction.


 


 4. ADMINISTRATION.




 


4.1. Committee
Composition; Authority. This Plan will be administered by the Committee or by the Board acting as the Committee. Subject to the general
purposes, terms, and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry
out this Plan, except, however, the Board will establish the terms for the grant of an Award to Non-Employee Directors. The Committee
will have the authority to:


 


(a) construe
and interpret this Plan, any Award Agreement, and any other agreement or document executed pursuant to this Plan;


 


(b) prescribe,
amend, and rescind rules and regulations relating to this Plan or any Award;


 


 (c) select persons to receive Awards;




 


(d) determine
the form and terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions
include, but are not limited to, the Exercise Price, the time or times when Awards may vest and be exercised (which may be based on performance
criteria) or settled, any vesting acceleration or waiver of forfeiture restrictions, the method to satisfy tax withholding obligations
or any other tax liability legally due, and any restriction or limitation regarding any Award or the Shares relating thereto, based in
each case on such factors as the Committee will determine;


 






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 (e) determine the number of Shares or other consideration subject to Awards;




 


(f) determine
the Fair Market Value in good faith and interpret the applicable provisions of this Plan and the definition of Fair Market Value in connection
with circumstances that impact the Fair Market Value, if necessary;


 


(g) determine
whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under
this Plan or any other incentive or compensation plan of the Company or any Parent, Subsidiary, or Affiliate;


 


 (h) grant waivers of Plan or Award conditions;




 


 (i) determine the vesting, exercisability, and payment of Awards;




 


(j) correct
any defect, supply any omission, or reconcile any inconsistency in this Plan, any Award, or any Award Agreement;


 


 (k) determine whether an Award has been vested and/or earned;




 


 (l) determine the terms and conditions of any, and to institute any Exchange Program;




 


 (m) reduce or modify any criteria with respect to Performance Factors;




 


(n) adjust
Performance Factors to take into account changes in law and accounting or tax rules as the Committee deems necessary or appropriate to
reflect the impact of extraordinary or unusual items, events, or circumstances to avoid windfalls or hardships;


 


(o) adopt
terms and conditions, rules, and/or procedures (including the adoption of any subplan under this Plan) relating to the operation and administration
of the Plan to accommodate requirements of local law and procedures outside of the United States or to qualify Awards for special tax
treatment under laws of jurisdictions other than the United States;


 


 (p) exercise discretion with respect to Performance Awards;




 


(q) make
all other determinations necessary or advisable for the administration of this Plan; and


 


(r) delegate
any of the foregoing to a subcommittee or to one or more executive officers pursuant to a specific delegation as permitted by applicable
law, including Section 157(c) of the Delaware General Corporation Law.


 


4.2. Committee
Interpretation and Discretion. Any determination made by the Committee with respect to any Award will be made in its sole discretion
at the time of grant of the Award or, unless in contravention of any express term of the Plan or Award, at any later time, and such determination
will be final and binding on the Company and all persons having an interest in any Award under the Plan. Any dispute regarding the interpretation
of the Plan or any Award Agreement will be submitted by the Participant or Company to the Committee for review. The resolution of such
a dispute by the Committee will be final and binding on the Company and the Participant. The Committee may delegate to one or more executive
officers the authority to review and resolve disputes with respect to Awards held by Participants who are not Insiders, and such resolution
will be final and binding on the Company and the Participant.


 






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4.3. Section
16 of the Exchange Act. Awards granted to Participants who are subject to Section 16 of the Exchange Act must be approved by two or
more “non-employee directors” (as defined in the regulations promulgated under Section 16 of the Exchange Act).


 


4.4. Documentation.
The Award Agreement for a given Award, the Plan, and any other documents may be delivered to, and accepted by, a Participant or any other
person in any manner (including electronic distribution or posting) that meets applicable legal requirements.


 


4.5. Foreign
Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws and practices in other
countries in which the Company, its Subsidiaries, and Affiliates operate or have Employees or other individuals eligible for Awards, the
Committee, in its sole discretion, will have the power and authority to: (a) determine which Subsidiaries and Affiliates will be covered
by the Plan; (b) determine which individuals outside the United States are eligible to participate in the Plan, which may include individuals
who provide services to the Company, Subsidiary or Affiliate under an agreement with a foreign nation or agency; (c) modify the terms
and conditions of any Award granted to individuals outside the United States or foreign nationals to comply with applicable foreign laws,
policies, customs, and practices; (d) establish subplans and modify exercise procedures, vesting conditions, and other terms and procedures
to the extent the Committee determines such actions to be necessary or advisable (and such subplans and/or modifications will be attached
to this Plan as appendices, if necessary); and (e) take any action, before or after an Award is made, that the Committee determines to
be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals, provided, however,
that no action taken under this Section 4.5 will increase the Share limitations contained in Section 2.1 hereof. Notwithstanding
the foregoing, the Committee may not take any actions hereunder, and no Awards will 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.


 


5. OPTIONS.
An Option is the right but not the obligation to purchase a Share, subject to certain conditions, if applicable. The Committee may grant
Options to eligible Employees, Consultants, and Directors and will determine whether such Options will be Incentive Stock Options within
the meaning of the Code (“ISOs”) or Nonqualified Stock Options (“NSOs”), the number
of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may vest and be exercised, and all
other terms and conditions of the Option, subject to the following terms of this section.


 


5.1. Option
Grant. Each Option granted under this Plan will identify the Option as an ISO or an NSO. An Option may be, but need not be, awarded
upon satisfaction of such Performance Factors during any Performance Period as are set out in advance in the Participant’s individual
Award Agreement. If the Option is being earned upon the satisfaction of Performance Factors, then the Committee will: (a) determine the
nature, length, and starting date of any Performance Period for each Option; and (b) select from among the Performance Factors to be used
to measure the performance, if any. Performance Periods may overlap, and Participants may participate simultaneously with respect to Options
that are subject to different performance goals and other criteria.


 


5.2. Date
of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, or
a specified future date. The Award Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after
the granting of the Option.


 




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5.3. Exercise
Period. Options may be vested and exercisable within the times or upon the conditions as set forth in the Award Agreement governing
such Option, provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is
granted and provided further that no ISO granted to a person who, at the time the ISO is granted, directly or by attribution owns more
than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary (“Ten
Percent Stockholder”) will be exercisable after the expiration of five (5) years from the date the ISO is granted. The Committee
also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares
or percentage of Shares as the Committee determines.


 


5.4. Exercise
Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted, provided that: (a) the Exercise
Price of an Option will be not less than one hundred percent (100%) of the Fair Market Value of the Shares on the date of grant, and (b)
the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than one hundred ten percent (110%) of the Fair Market
Value of the Shares on the date of grant. Payment for the Shares purchased may be made in accordance with Section 12 and the Award
Agreement and in accordance with any procedures established by the Company.


 


5.5. Method
of Exercise. Any Option granted hereunder will be vested and exercisable according to the terms of the Plan and at such times and
under such conditions as determined by the Committee and set forth in the Award Agreement. An Option may not be exercised for a fraction
of a Share. An Option will be deemed exercised when the Company receives: (a) notice of exercise (in such form as the Committee may specify
from time to time) from the person entitled to exercise the Option (and/or via electronic execution through the authorized third-party
administrator), and (b) full payment for the Shares with respect to which the Option is exercised (together with applicable withholding
taxes). Full payment may consist of any consideration and method of payment authorized by the Committee and permitted by the Award Agreement
and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant. Until the Shares are issued (as
evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a stockholder will exist with respect to the Shares, notwithstanding the exercise of the Option.
The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend
or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 2.6 of the Plan.
Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale
under the Option, by the number of Shares as to which the Option is exercised.


 


5.6. Termination
of Service. If the Participant’s Service terminates for any reason except for Cause or the Participant’s death or Disability,
then the Participant may exercise such Participant’s Options only to the extent that such Options would have been exercisable by
the Participant on the date Participant’s Service terminates no later than three (3) months after the date Participant’s Service
terminates (or such shorter time period not less than thirty (30) days or longer time period as may be determined by the Committee, with
any exercise beyond three (3) months after the date Participant’s Service terminates deemed to be the exercise of an NSO), but in
any event no later than the expiration date of the Options.


 


(a) Death.
If the Participant’s Service terminates because of the Participant’s death (or the Participant dies within three (3) months
after Participant’s Service terminates other than for Cause or because of the Participant’s Disability), then the Participant’s
Options may be exercised only to the extent that such Options would have been exercisable by the Participant on the date Participant’s
Service terminates and must be exercised by the Participant’s legal representative, or authorized assignee, no later than twelve
(12) months after the date Participant’s Service terminates (or such shorter time period not less than six (6) months or longer
time period as may be determined by the Committee), but in any event no later than the expiration date of the Options.


 






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(b) Disability.
If the Participant’s Service terminates because of the Participant’s Disability, then the Participant’s Options may
be exercised only to the extent that such Options would have been exercisable by the Participant on the date Participant’s Service
terminates and must be exercised by the Participant (or the Participant’s legal representative or authorized assignee) no later
than twelve (12) months after the date Participant’s Service terminates (or such shorter time period not less than six (6) months
or longer time period as may be determined by the Committee, with any exercise beyond (a) three (3) months after the date Participant’s
Service terminates when the termination of Service is for a Disability that is not a “permanent and total disability” as defined
in Section 22(e)(3) of the Code or (b) twelve (12) months after the date Participant’s Service terminates when the termination of
Service is for a Disability that is a “permanent and total disability” as defined in Section 22(e)(3) of the Code, deemed
to be exercise of an NSO), but in any event no later than the expiration date of the Options.


 


(c) Cause.
Unless as otherwise determined by the Committee, if the Participant’s Service terminates for Cause, then Participant’s Options
(whether or not vested) will expire on the date of termination of Participant’s Service if the Committee has reasonably determined
in good faith that such cessation of Services has resulted in connection with an act or failure to act constituting Cause (or such Participant’s
Services could have been terminated for Cause (without regard to the lapsing of any required notice or cure periods in connection therewith)
at the time such Participant terminated Services), or at such later time and on such conditions as are determined by the Committee, but
in any event no later than the expiration date of the Options. Unless otherwise provided in an employment agreement, Award Agreement,
or other applicable agreement, Cause will have the meaning set forth in the Plan.


 


5.7. Limitations
on Exercise. The Committee may specify a minimum number of Shares that may be purchased on any exercise of an Option, provided
that such minimum number will not prevent any Participant from exercising the Option for the full number of Shares for which it is
then exercisable.


 


5.8. Limitations
on ISOs. With respect to Awards granted as ISOs, to the extent that the aggregate Fair Market Value of the Shares with respect to
which such ISOs are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any
Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as NSOs. For purposes of this Section
5.8, ISOs will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined
as of the time the Option with respect to such Shares is granted. In the event that the Code or the regulations promulgated thereunder
are amended after the Effective Date to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs,
such different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such
amendment.


 


5.9. Modification,
Extension or Renewal. The Committee may modify, extend, or renew outstanding Options and authorize the grant of new Options in substitution
therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s
rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed, or otherwise altered will be treated
in accordance with Section 424(h) of the Code. Subject to Section 19 of this Plan, by written notice to affected Participants,
the Committee may reduce the Exercise Price of outstanding Options without the consent of such Participants, provided, however, that the
Exercise Price may not be reduced below the Fair Market Value on the date the action is taken to reduce the Exercise Price.


 




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5.10. No
Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted, amended,
or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422
of the Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Code.


 


6. RESTRICTED
STOCK AWARDS. A Restricted Stock Award is an offer by the Company to sell to an eligible Employee, Consultant, or Director Shares
that are subject to restrictions (“Restricted Stock”). The Committee will determine to whom an offer will be
made, the number of Shares the Participant may purchase, the Purchase Price, the restrictions under which the Shares will be subject,
and all other terms and conditions of the Restricted Stock Award, subject to the Plan.


 


6.1. Restricted
Stock Purchase Agreement. All purchases under a Restricted Stock Award will be evidenced by an Award Agreement. Except as may otherwise
be provided in an Award Agreement, a Participant accepts a Restricted Stock Award by signing and delivering to the Company an Award Agreement
with full payment of the Purchase Price, within thirty (30) days from the date the Award Agreement was delivered to the Participant. If
the Participant does not accept such Award within thirty (30) days, then the offer of such Restricted Stock Award will terminate, unless
the Committee determines otherwise.


 


6.2. Purchase
Price. The Purchase Price for a Restricted Stock Award will be determined by the Committee and may be less than Fair Market Value
on the date the Restricted Stock Award is granted. Payment of the Purchase Price must be made in accordance with Section 12 of
the Plan, and the Award Agreement and in accordance with any procedures established by the Company.


 


6.3. Terms
of Restricted Stock Awards. Restricted Stock Awards will be subject to such restrictions as the Committee may impose or are required
by law. These restrictions may be based on completion of a specified period of Service with the Company or upon completion of Performance
Factors, if any, during any Performance Period as set out in advance in the Participant’s Award Agreement. Prior to the grant of
a Restricted Stock Award, the Committee will: (a) determine the nature, length, and starting date of any Performance Period for the Restricted
Stock Award; (b) select from among the Performance Factors to be used to measure performance goals, if any; and (c) determine the number
of Shares that may be awarded to the Participant. Performance Periods may overlap, and a Participant may participate simultaneously with
respect to Restricted Stock Awards that are subject to different Performance Periods and having different performance goals and other
criteria.


 


6.4. Termination
of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s
Service terminates (unless determined otherwise by the Committee).


 


7. STOCK BONUS
AWARDS. A Stock Bonus Award is an award to an eligible Employee, Consultant, or Director of Shares for Services to be rendered
or for past Services already rendered to the Company or any Parent, Subsidiary, or Affiliate. All Stock Bonus Awards will be made pursuant
to an Award Agreement. No payment from the Participant will be required for Shares awarded pursuant to a Stock Bonus Award.


 


7.1. Terms of Stock
Bonus Awards. The Committee will determine the number of Shares to be awarded to the Participant under a Stock Bonus Award and
any restrictions thereon. These restrictions may be based upon completion of a specified period of Service with the Company or upon
satisfaction of performance goals based on Performance Factors during any Performance Period as set out in advance in the
Participant’s Stock Bonus Agreement. Prior to the grant of any Stock Bonus Award the Committee will: (a) determine the nature,
length, and starting date of any Performance Period for the Stock Bonus Award; (b) select from among the Performance Factors to be
used to measure performance goals; and (c) determine the number of Shares that may be awarded to the Participant. Performance
Periods may overlap, and a Participant may participate simultaneously with respect to Stock Bonus Awards that are subject to
different Performance Periods and different performance goals and other criteria.


 






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7.2. Form
of Payment to Participant. Payment may be made in the form of cash, whole Shares, or a combination thereof, based on the Fair Market
Value of the Shares earned under a Stock Bonus Award on the date of payment, as determined in the sole discretion of the Committee.


 


7.3. Termination
of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s
Service terminates (unless determined otherwise by the Committee).


 


8. STOCK APPRECIATION
RIGHTS. A Stock Appreciation Right (“SAR”) is an award to an eligible Employee, Consultant, or Director
that may be settled in cash or Shares (which may consist of Restricted Stock) having a value equal to (a) the difference between the Fair
Market Value on the date of exercise over the Exercise Price multiplied by (b) the number of Shares with respect to which the SAR is being
settled (subject to any maximum number of Shares that may be issuable as specified in an Award Agreement). All SARs will be made pursuant
to an Award Agreement.


 


8.1. Terms
of SARs. The Committee will determine the terms of each SAR including, without limitation: (a) the number of Shares subject to the
SAR, (b) the Exercise Price and the time or times during which the SAR may be settled, (c) the consideration to be distributed on settlement
of the SAR, and (d) the effect of the Participant’s termination of Service on each SAR. The Exercise Price of the SAR will be determined
by the Committee when the SAR is granted and may not be less than Fair Market Value of the Shares on the date of grant. A SAR may be awarded
upon satisfaction of Performance Factors, if any, during any Performance Period as are set out in advance in the Participant’s individual
Award Agreement. If the SAR is being earned upon the satisfaction of Performance Factors, then the Committee will: (i) determine the nature,
length, and starting date of any Performance Period for each SAR; and (ii) select from among the Performance Factors to be used to measure
the performance, if any. Performance Periods may overlap, and Participants may participate simultaneously with respect to SARs that are
subject to different Performance Factors and other criteria.


 


8.2. Exercise
Period and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee
and set forth in the Award Agreement governing such SAR. The SAR Agreement will set forth the expiration date, provided that no SAR will
be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee may also provide for SARs to become
exercisable at one time or from time to time, periodically or otherwise (including, without limitation, upon the attainment during a Performance
Period of performance goals based on Performance Factors), in such number of Shares or percentage of the Shares subject to the SAR as
the Committee determines. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date Participant’s
Service terminates (unless determined otherwise by the Committee). Notwithstanding the foregoing, the rules of Section 5.6 also
will apply to SARs.


 


8.3. Form
of Settlement. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined
by multiplying (a) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price, by (b) the
number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from the Company for the
SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The portion of a SAR being settled may be
paid currently or on a deferred basis with such interest, if any, as the Committee determines, provided that the terms of the SAR
and any deferral satisfy the requirements of Section 409A of the Code to the extent applicable.


 






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8.4. Termination
of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s
Service terminates (unless determined otherwise by the Committee).


 


9. RESTRICTED
STOCK UNITS. A Restricted Stock Unit (“RSU”) is an award to an eligible Employee, Consultant, or Director
covering a number of Shares that may be settled in cash, or by issuance of those Shares (which may consist of Restricted Stock). All RSUs
will be made pursuant to an Award Agreement.


 


9.1. Terms
of RSUs. The Committee will determine the terms of an RSU including, without limitation: (a) the number of Shares subject to the RSU,
(b) the time or times during which the RSU may be settled, (c) the consideration to be distributed on settlement, and (d) the effect of
the Participant’s termination of Service on each RSU, provided that no RSU will have a term longer than ten (10) years. An RSU may
be awarded upon satisfaction of such performance goals based on Performance Factors during any Performance Period as are set out in advance
in the Participant’s Award Agreement. If the RSU is being earned upon satisfaction of Performance Factors, then the Committee will:
(i) determine the nature, length, and starting date of any Performance Period for the RSU; (ii) select from among the Performance Factors
to be used to measure the performance, if any; and (iii) determine the number of Shares deemed subject to the RSU. Performance Periods
may overlap, and Participants may participate simultaneously with respect to RSUs that are subject to different Performance Periods and
different performance goals and other criteria.


 


9.2. Form
and Timing of Settlement. Payment of earned RSUs will be made as soon as practicable after the date(s) determined by the Committee
and set forth in the Award Agreement. The Committee, in its sole discretion, may settle earned RSUs in cash, Shares, or a combination
of both. The Committee may also permit a Participant to defer payment under an RSU to a date or dates after the RSU is earned, provided
that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code to the extent applicable.


 


9.3. Termination
of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s
Service terminates (unless determined otherwise by the Committee).


 


 10. PERFORMANCE AWARDS.




 


10.1. Types
of Performance Awards. A Performance Award is an award to an eligible Employee, Consultant, or Director of the Company or any Parent,
Subsidiary, or Affiliate that is based upon the attainment of performance goals, as established by the Committee, and other terms and
conditions specified by the Committee, and may be settled in cash, Shares (which may consist of, without limitation, Restricted Stock),
other property, or any combination thereof. Grants of Performance Awards will be made pursuant to an Award Agreement.


 


(a) Performance
Shares. The Committee may grant Awards of Performance Shares, designate the Participants to whom Performance Shares are to be awarded,
and determine the number of Performance Shares and the terms and conditions of each such Award. Performance Shares will consist of a unit
valued by reference to a designated number of Shares, the value of which may be paid to the Participant by delivery of Shares or, if set
forth in the instrument evidencing the Award, of such property as the Committee will determine, including, without limitation, cash, Shares,
other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms
and conditions specified by the Committee. The amount to be paid under an Award of Performance Shares may be adjusted on the basis of
such further consideration as the Committee will determine in its sole discretion.


 






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(b) Performance
Units. The Committee may grant Awards of Performance Units, designate the Participants to whom Performance Units are to be awarded,
and determine the number of Performance Units and the terms and conditions of each such Award. Performance Units will consist of a unit
valued by reference to a designated amount of property other than Shares, which value may be paid to the Participant by delivery of such
property as the Committee will determine, including, without limitation, cash, Shares, other property, or any combination thereof, upon
the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee.


 


(c) Cash-Settled
Performance Awards. The Committee may also grant cash-based Performance Awards to Participants under the terms of this Plan. Such
awards will be based on the attainment of performance goals using the Performance Factors within this Plan that are established by the
Committee for the relevant performance period.


 


10.2. Terms
of Performance Awards. The Committee will determine, and each Award Agreement will set forth, the terms of each Performance Award
including, without limitation: (a) the amount of any cash bonus, (b) the number of Shares deemed subject to an award of Performance Shares,
(c) the Performance Factors and Performance Period that will determine the time and extent to which each award of Performance Shares will
be settled, (d) the consideration to be distributed on settlement, and (e) the effect of the Participant’s termination of Service
on each Performance Award. In establishing Performance Factors and the Performance Period the Committee will: (i) determine the nature,
length, and starting date of any Performance Period; (ii) select from among the Performance Factors to be used; and (iii) determine the
number of Shares deemed subject to the award of Performance Shares. Each Performance Share will have an initial value equal to the Fair
Market Value of a Share on the date of grant. Prior to settlement the Committee will determine the extent to which Performance Awards
have been earned. Performance Periods may overlap, and Participants may participate simultaneously with respect to Performance Awards
that are subject to different Performance Periods and different performance goals and other criteria.


 


10.3. Termination
of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date Participant’s
Service terminates (unless determined otherwise by the Committee).


 


11. CASH AWARDS.
A Cash Award (“Cash Award”) is an award that is denominated in, or payable to an eligible Participant solely
in, cash, as deemed by the Committee to be consistent with the purposes of the Plan. Cash Awards shall be subject to the terms, conditions,
restrictions, and limitations determined by the Committee, in its sole discretion, from time to time. Awards granted pursuant to this
Section 11 may be granted with value and payment contingent upon the achievement of Performance Factors.


 


12. PAYMENT
FOR SHARE PURCHASES. Payment from a Participant for Shares purchased pursuant to this Plan may be made in cash or by check or,
where expressly approved for the Participant by the Committee and where permitted by law (and to the extent not otherwise set forth in
the applicable Award Agreement):


 


 (a) by cancellation of indebtedness of the Company to the Participant;




 




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(b) by
surrender of shares of the Company held by the Participant that have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Award will be exercised or settled;


 


(c) by
waiver of compensation due or accrued to the Participant for services rendered or to be rendered to the Company or a Parent or Subsidiary;


 


(d) by
consideration received by the Company pursuant to a broker-assisted or other form of cashless exercise program implemented by the Company
in connection with the Plan;


 


 (e) by any combination of the foregoing; or




 


 (f) by any other method of payment as is permitted by applicable law.




 


The Committee may
limit the availability of any method of payment, to the extent the Committee determines, in its discretion, such limitation is necessary
or advisable to comply with applicable law or facilitate the administration of the Plan.


 


 13. GRANTS TO NON-EMPLOYEE DIRECTORS.




 


13.1. General.
Non-Employee Directors are eligible to receive any type of Award offered under this Plan except ISOs. Awards pursuant to this Section
13 may be automatically made pursuant to policy adopted by the Board or made from time to time as determined in the discretion of
the Board. No Non- Employee Director may receive Awards under the Plan that, when combined with cash compensation received for service
as a Non-Employee Director, exceed seven-hundred and fifty thousand dollars ($750,000) in value (as described below) in any calendar year.
The value of Awards for purposes of complying with this maximum will be determined as follows: (a) for Options and SARs, grant date fair
value will be calculated using the Black-Scholes valuation methodology on the date of grant of such Option or SAR, and (b) for all other
Awards other than Options and SARs, grant date fair value will be determined by either (i) calculating the product of the Fair Market
Value per Share on the date of grant and the aggregate number of Shares subject to the Award, or (ii) calculating the product using an
average of the Fair Market Value over a number of trading days and the aggregate number of Shares subject to the Award as determined by
the Committee. Awards granted to an individual while he or she was serving in the capacity as an Employee or while he or she was a Consultant
but not a Non-Employee Director will not count for purposes of the limitations set forth in this Section 13.1.


 


13.2. Eligibility.
Awards pursuant to this Section 13 will be granted only to Non-Employee Directors. A Non-Employee Director who is elected or re-elected
as a member of the Board will be eligible to receive an Award under this Section 13.


 


13.3. Vesting,
Exercisability and Settlement. Except as set forth in Section 22, Awards will vest, become exercisable, and be settled as determined
by the Board. With respect to Options and SARs, the exercise price granted to Non-Employee Directors will not be less than the Fair Market
Value of the Shares at the time that such Option or SAR is granted.


 


13.4. Election
to Receive Awards in Lieu of Cash. A Non-Employee Director may elect to receive his or her annual retainer payments and/or meeting
fees from the Company in the form of cash or Awards or a combination thereof, if permitted, and as determined, by the Committee. Such
Awards will be issued under the Plan. An election under this Section 13.4 will be filed with the Company on the form prescribed
by the Company.


 






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 14. WITHHOLDING TAXES.


 


14.1. Withholding
Generally. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan or a tax event occurs, the Company may
require the Participant to remit to the Company, or to the Parent, Subsidiary, or Affiliate, as applicable, employing the Participant
an amount sufficient to satisfy applicable U.S. federal, state, local, and international tax or any other tax or social insurance liability
(the “Tax-Related Items”) legally due from the Participant prior to the delivery of Shares pursuant to exercise
or settlement of any Award. Whenever payments in satisfaction of Awards granted under this Plan are to be made in cash, such payment will
be net of an amount sufficient to satisfy applicable withholding obligations for Tax-Related Items. Unless otherwise determined by the
Committee, the Fair Market Value of the Shares will be determined as of the date that the taxes are required to be withheld and such Shares
will be valued based on the value of the actual trade or, if there is none, the Fair Market Value of the Shares as of the previous trading
day.


 


14.2. Stock
Withholding. The Committee, or its delegate(s), as permitted by applicable law, in its sole discretion and pursuant to such procedures
as it may specify from time to time and to limitations of local law, may require or permit a Participant to satisfy such Tax Related Items
legally due from the Participant, in whole or in part by (without limitation) (a) paying cash, (b) having the Company withhold otherwise
deliverable cash or Shares having a Fair Market Value equal to the Tax-Related Items to be withheld, (c) delivering to the Company already-owned
shares having a Fair Market Value equal to the Tax-Related Items to be withheld, or (d) withholding from the proceeds of the sale of otherwise
deliverable Shares acquired pursuant to an Award either through a voluntary sale or through a mandatory sale arranged by the Company.
The Company may withhold or account for these Tax-Related Items by considering applicable statutory withholding rates or other applicable
withholding rates, including up to the maximum permissible statutory tax rate for the applicable tax jurisdiction, to the extent consistent
with applicable laws.


 


 15. TRANSFERABILITY.




 


15.1. Transfer
Generally. Unless determined otherwise by the Committee, an Award may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the laws of descent or distribution. If the Committee makes an Award transferable,
including, without limitation, by instrument to an inter vivos or testamentary trust in which the Awards are to be passed to beneficiaries
upon the death of the trustor (settlor) or by gift or by domestic relations order to a Permitted Transferee, such Award will contain such
additional terms and conditions as the Committee deems appropriate. All Awards will be exercisable: (a) during the Participant’s
lifetime only by the Participant or the Participant’s guardian or legal representative; (b) after the Participant’s death,
by the legal representative of the Participant’s heirs or legatees; and (c) in the case of all awards except ISOs, by a Permitted
Transferee.


 


 16. PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.




 


16.1. Voting
and Dividends. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are issued
to the Participant, except for any Dividend Equivalent Rights permitted by an applicable Award Agreement. Any Dividend Equivalent Rights
will be subject to the same vesting or performance conditions as the underlying Award. In addition, the Committee may provide that any
Dividend Equivalent Rights permitted by an applicable Award Agreement will be deemed to have been reinvested in additional Shares or otherwise
reinvested. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder
with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to
such Shares; provided, that if such Shares are Restricted Stock, then any new, additional or different securities the Participant
may become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate
or capital structure of the Company will be subject to the same restrictions as the Restricted Stock; provided, further,
that the Participant will have no right to such stock dividends or stock distributions with respect to Unvested Shares, and any such dividends
or stock distributions will be accrued and paid only at such time, if any, as such Unvested Shares become vested Shares. The Committee,
in its discretion, may provide in the Award Agreement evidencing any Award that the Participant will be entitled to Dividend Equivalent
Rights with respect to the payment of cash dividends on Shares underlying an Award during the period beginning on the date the Award is
granted and ending, with respect to each Share subject to the Award, on the earlier of the date on which the Award is exercised or settled
or the date on which it is forfeited provided, that no Dividend Equivalent Right will be paid with respect to the Unvested Shares,
and such dividends or stock distributions will be accrued and paid only at such time, if any, as such Unvested Shares become vested Shares.
Such Dividend Equivalent Rights, if any, will be credited to the Participant in the form of additional whole Shares as of the date of
payment of such cash dividends on Shares.


 






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16.2. Restrictions
on Shares. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) a right to repurchase (a “Right
of Repurchase”) a portion of any or all Unvested Shares held by a Participant following such Participant’s termination
of Service at any time within ninety (90) days (or such longer or shorter time determined by the Committee) after the later of the date
Participant’s Service terminates and the date the Participant purchases Shares under this Plan, for cash and/or cancellation of
purchase money indebtedness, at the Participant’s Purchase Price or Exercise Price, as the case may be.


 


17. CERTIFICATES.
All Shares or other securities whether or not certificated, delivered under this Plan will be subject to such stock transfer orders, legends,
and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable U.S. federal, state,
or foreign securities law, or any rules, regulations, and other requirements of the SEC or any stock exchange or automated quotation system
upon which the Shares may be listed or quoted, and any non-U.S. exchange controls or securities law restrictions to which the Shares are
subject.


 


18. ESCROW;
PLEDGE OF SHARES. To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant to deposit
all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee, appropriately
endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated,
and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. Any Participant who is
permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Plan will be required to
pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of the Participant’s
obligation to the Company under the promissory note, provided, however, that the Committee may require or accept other or additional forms
of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant
under the promissory note notwithstanding any pledge of the Participant’s Shares or other collateral. In connection with any pledge
of the Shares, the Participant will be required to execute and deliver a written pledge agreement in such form as the Committee will from
time to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory
note is paid.


 


19. REPRICING;
EXCHANGE AND BUYOUT OF AWARDS. Without prior stockholder approval the Committee may (a) reprice Options or SARs (and where such
repricing is a reduction in the Exercise Price of outstanding Options or SARs, the consent of the affected Participants is not required
provided written notice is provided to them, notwithstanding any adverse tax consequences to them arising from the repricing), and (b)
with the consent of the respective Participants (unless not required pursuant to Section 5.9 of the Plan), pay cash or issue new
Awards in exchange for the surrender and cancellation of any, or all, outstanding Awards.


 




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20. SECURITIES
LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be effective unless such Award is in compliance with all applicable U.S.
and foreign federal and state securities and exchange control and other laws, rules, and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect
on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan,
the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals
from governmental agencies that the Company determines are necessary or advisable and/or (b) completion of any registration or other qualification
of such Shares under any state, federal, or foreign law or ruling of any governmental body that the Company determines to be necessary
or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the registration,
qualification, or listing requirements of any foreign or state securities laws, exchange control laws, stock exchange, or automated quotation
system, and the Company will have no liability for any inability or failure to do so.


 


21. NO OBLIGATION
TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant any
right to continue in the employ of, or to continue any other relationship with, the Company or any Parent, Subsidiary, or Affiliate or
limit in any way the right of the Company or any Parent, Subsidiary, or Affiliate to terminate Participant’s employment or other
relationship at any time.


 


 22. CORPORATE TRANSACTIONS.




 


22.1. Assumption
or Replacement of Awards by Successor. In the event of a Corporate Transaction any or all outstanding Awards may be (a) continued
by the Company, if the Company is the successor entity; or (b) assumed or substituted by the successor corporation, or a parent or subsidiary
of the successor corporation, for substantially equivalent Awards (including, but not limited to, an award to acquire the same consideration
paid to the stockholders of the Company pursuant to the Corporate Transaction), in each case after taking into account appropriate adjustments
for the number and kind of shares and exercise prices. The successor corporation may also issue, as replacement of outstanding Shares
of the Company held by the Participant, substantially similar shares or other property subject to repurchase restrictions no less favorable
to the Participant. In the event such successor corporation refuses to assume, substitute or replace any Award in accordance with this
Section 22, then notwithstanding any other provision in this Plan to the contrary, each such Award shall become fully vested and, as applicable,
exercisable and any rights of repurchase or forfeiture restrictions thereon shall lapse, immediately prior to the consummation of the
Corporation Transaction. Performance Awards not assumed pursuant to the foregoing shall be deemed earned and vested based on the greater
of actual performance (if determinable) or 100% of target level, unless otherwise indicated pursuant to the terms and conditions of the
applicable Award Agreement. The Board shall have full power and authority to assign the Company’s right to repurchase or re-acquire
or forfeiture rights to such successor or acquiring corporation. Awards need not be treated similarly in a Corporate Transaction.


 


22.2. Assumption
of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another company,
whether in connection with an acquisition of such other company or otherwise, by either: (a) granting an Award under this Plan in substitution
of such other company’s award, or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed
award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted
or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan
to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award will remain
unchanged (except that the Purchase Price or the Exercise Price, as the case may be, and the number and nature of Shares issuable
upon exercise or settlement of any such Award will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the
Company elects to grant a new Option in substitution rather than assuming an existing option, such new Option may be granted with a similarly
adjusted Exercise Price. Substitute Awards will not reduce the number of Shares authorized for grant under the Plan or authorized for
grant to a Participant in a calendar year.


 






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22.3. Non-Employee
Directors’ Awards. Notwithstanding any provision to the contrary herein, in the event of a Corporate Transaction, the vesting
of all Awards granted to Non-Employee Directors will accelerate and such Awards will become exercisable (as applicable) in full prior
to the consummation of such event at such times and on such conditions as the Committee determines.


 


23. ADOPTION
AND STOCKHOLDER APPROVAL. This Plan will be submitted for the approval of the Company’s stockholders, consistent with applicable
laws, within twelve (12) months before or after the date this Plan is adopted by the Board.


 


24. TERM OF
PLAN/GOVERNING LAW. Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and will
terminate ten (10) years from the date this Plan is adopted by the Board. This Plan and all Awards granted hereunder will be governed
by and construed in accordance with the laws of the State of Delaware (excluding its conflict of laws rules).


 


25. AMENDMENT
OR TERMINATION OF PLAN. The Board may at any time terminate or amend this Plan in any respect, including, without limitation,
amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan, provided, however, that the Board will not,
without the approval of the stockholders of the Company, amend this Plan in any manner that requires such stockholder approval. No termination
or amendment of the Plan will affect any then-outstanding Award unless expressly provided by the Committee. In any event, no termination
or amendment of the Plan or any outstanding Award may adversely affect any then outstanding Award without the consent of the Participant,
unless such termination or amendment is necessary to comply with applicable law, regulation, or rule.


 


26. NONEXCLUSIVITY
OF THE PLAN. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company for
approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional
compensation arrangements as it may deem desirable, including, without limitation, the granting of stock awards and bonuses otherwise
than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.


 


27. INSIDER
TRADING POLICY. Each Participant who receives an Award will comply with any policy adopted by the Company from time to time covering
transactions in the Company’s securities by Employees, officers, and/or Directors of the Company, as well as with any applicable
insider trading or market abuse laws to which the Participant may be subject.


 


28. ALL AWARDS
SUBJECT TO COMPANY CLAWBACK OR RECOUPMENT POLICY. All Awards, subject to applicable law, will be subject to clawback or recoupment
pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of Participant’s
employment or other service with the Company that is applicable to officers, Employees, Directors or other service providers of the Company,
and in addition to any other remedies available under such policy and applicable law, may require the cancellation of outstanding Awards
and the recoupment of any gains realized with respect to Awards.


 






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29. DEFINITIONS.
As used in this Plan, and except as elsewhere defined herein, the following terms will have the following meanings:


 


29.1. “Affiliate”
means (a) any entity that, directly or indirectly, is controlled by, controls, or is under common control with, the Company, and (b) any
entity in which the Company has a significant equity interest, in either case as determined by the Committee, whether now or hereafter
existing.


 


29.2. “Award”
means any award under the Plan, including any Option, Performance Award, Cash Award, Restricted Stock, Stock Bonus, Stock Appreciation
Right, or Restricted Stock Unit.


 


29.3. “Award
Agreement” means, with respect to each Award, the written or electronic agreement between the Company and the Participant
setting forth the terms and conditions of the Award, and country-specific appendix thereto for grants to non-U.S. Participants, which
will be in substantially a form (which need not be the same for each Participant) that the Committee (or in the case of Award agreements
that are not used for Insiders, the Committee’s delegate(s)) has from time to time approved, and will comply with and be subject
to the terms and conditions of this Plan.


 


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




 


 29.5. “Cash Award” means an award as defined in Section 11 and granted under the Plan.




 


29.6. “Cause”
means a determination by the Company (and in the case of Participant who is subject to Section 16 of the Exchange Act, the Committee)
that the Participant has committed an act or acts constituting any of the following: (i) dishonesty, fraud, misconduct or negligence in
connection with Participant’s duties to the Company, (ii) unauthorized disclosure or use of the Company’s confidential or
proprietary information, (iii) misappropriation of a business opportunity of the Company, (iv) materially aiding Company competitor, (v)
a felony conviction, (vi) failure or refusal to attend to the duties or obligations of the Participant’s position (vii) violation
or breach of, or failure to comply with, the Company’s code of ethics or conduct, any of the Company’s rules, policies or
procedures applicable to the Participant or any agreement in effect between the Company and the Participant or (viii) other conduct by
such Participant that could be expected to be harmful to the business, interests or reputation of the Company. The determination as to
whether Cause for a Participant’s termination exists will be made in good faith by the Company or Committee, as applicable, and
will be final and binding on the Participant. This definition does not in any way limit the Company’s or any Parent’s or Subsidiary’s
ability to terminate a Participant’s employment or services at any time as provided in Section 21 above. Notwithstanding
the foregoing, the foregoing definition of “Cause” may, in part or in whole, be modified or replaced if a definition of Cause
is set forth in such individual’s employment agreement, Award Agreement, or other applicable agreement with any Participant that
pertains to Awards under the Plan.


 


29.7. “Code”
means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.


 


29.8. “Committee”
means the Compensation Committee of the Board or those persons to whom administration of the Plan, or part of the Plan, has been delegated
as permitted by law.


 


 29.9. “Common Stock” means the common stock of the Company.




 


 29.10. “Company” means Augmedix, Inc., a Delaware corporation, or any successor corporation.




 


29.11. “Consultant”
means any natural person, including an advisor or independent contractor, engaged by the Company or a Parent, Subsidiary, or Affiliate
to render services to such entity.


 






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29.12. “Corporate
Transaction” means the occurrence of any of the following events: (a) any “Person” (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the
Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting
power represented by the Company’s then- outstanding voting securities, provided, however, that for purposes of this subclause
(a) the acquisition of additional securities by any one Person who is considered to own more than fifty percent (50%) of the total
voting power of the securities of the Company will not be considered a Corporate Transaction; (b) the consummation of the sale or
disposition by the Company of all or substantially all of the Company’s assets; (c) the consummation of a merger or
consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger
or consolidation; (d) any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the
Code wherein the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale
or transfer of all or substantially all of the outstanding shares of capital stock of the Company), or (e) a change in the effective
control of the Company that occurs on the date that a majority of members of the Board is replaced during any twelve (12) month
period by members of the Board whose appointment or election is not endorsed by a majority of the members of the Board prior to the
date of the appointment or election. For purpose of this subclause (e), if any Person is considered to be in effective control of
the Company, the acquisition of additional control of the Company by the same Person will not be considered a Corporate Transaction.
For purposes of this definition, Persons will be considered to be acting as a group if they are owners of a corporation that enters
into a merger, consolidation, purchase, or acquisition of stock, or similar business transaction with the Company. Notwithstanding
the foregoing, to the extent that any amount constituting deferred compensation (as defined in Section 409A of the Code) would
become payable under this Plan by reason of a Corporate Transaction, such amount will become payable only if the event constituting
a Corporate Transaction would also qualify as a change in ownership or effective control of the Company or a change in the ownership
of a substantial portion of the assets of the Company, each as defined within the meaning of Code Section 409A, as it has been and
may be amended from time to time, and any proposed or final Treasury Regulations and IRS guidance that has been promulgated or may
be promulgated thereunder from time to time.


 


 29.13. “Director” means a member of the Board.




 


29.14. “Disability”
means in the case of incentive stock options, total and permanent disability as defined in Section 22(e)(3) of the Code and in the case
of other Awards, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than
twelve (12) months.


 


29.15. “Dividend
Equivalent Right” means the right of a Participant, granted at the discretion of the Committee or as otherwise provided
by the Plan, to receive a credit for the account of such Participant in an amount equal to the cash, stock, or other property dividends
in amounts equal equivalent to cash, stock, or other property dividends for each Share represented by an Award held by such Participant.


 


29.16. “Effective
Date” means the day immediately prior to the Company’s IPO Registration Date, subject to approval of the Plan by the
Company’s stockholders.


 


29.17. “Employee”
means any person, including officers and Directors, providing services as an employee to the Company or any Parent, Subsidiary, or Affiliate.
Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment”
by the Company.


 




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29.18. “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.




 


29.19. “Exchange
Program” means a program pursuant to which (a) outstanding Awards are surrendered, cancelled, or exchanged for cash, the
same type of Award, or a different Award (or combination thereof); or (b) the exercise price of an outstanding Award is increased or reduced.


 


29.20. “Exercise
Price” means, with respect to an Option, the price at which a holder may purchase the Shares issuable upon exercise of an
Option and with respect to a SAR, the price at which the SAR is granted to the holder thereof.


 


 29.21. “Fair Market Value” means, as of any date, the value of a Share, determined as follows:




 


(a) if
such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination
on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street
Journal or such other source as the Committee deems reliable;


 


(b) if
such Common Stock is publicly traded but is neither listed nor admitted to trading on a national securities exchange, the average of the
closing bid and asked prices on the date of determination as reported in The Wall Street Journal or such other source as the Committee
deems reliable;


 


(c) in
the case of an Option or SAR grant made on the IPO Registration Date, the price per share at which Shares are initially offered for sale
to the public by the Company’s underwriters in the initial public offering of Shares as set forth in the Company’s final prospectus
included within the registration statement on Form S-1 filed with the SEC under the Securities Act; or


 


 (d) by the Board or the Committee in good faith.




 


29.22. “Insider”
means an officer or Director of the Company or any other person whose transactions in the Company’s Common Stock are subject to
Section 16 of the Exchange Act.


 


29.23. “IPO
Registration Date” means the date on which the Company’s registration statement on Form S-1 in connection with its
initial public offering of common stock is declared effective by the SEC under the Securities Act.


 


 29.24. “IRS” means the United States Internal Revenue Service.




 


29.25. “Non-Employee
Director” means a Director who is not an Employee of the Company or any Parent, Subsidiary, or Affiliate.


 


 29.26. “Option” means an award of an option to purchase Shares pursuant to Section 5.




 


29.27. “Parent”
means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations
other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.


 


 29.28. “Participant” means a person who holds an Award under this Plan.




 




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29.29. “Performance
Award” means an Award as defined in Section 10 and granted under the Plan, the payment of which is contingent upon
achieving certain performance goals established by the Committee.


 


29.30. “Performance
Factors” means any of the factors selected by the Committee and specified in an Award Agreement, from among the following
measures, either individually, alternatively or in any combination, applied to the Company as a whole or any business unit or Subsidiary,
either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the extent applicable on an absolute
basis or relative to a pre-established target, to determine whether the performance goals established by the Committee with respect to
applicable Awards have been satisfied:


 


 (a) profit before tax;




 


 (b) billings;




 


 (c) revenue;




 


 (d) net revenue;




 


(e) earnings
(which may include earnings before interest and taxes, earnings before taxes, net earnings, stock-based compensation expenses, depreciation,
and amortization);


 


 (f) operating income;




 


 (g) operating margin;




 


 (h) operating profit;




 


 (i) controllable operating profit or net operating profit;




 


 (j) net profit;




 


 (k) gross margin;




 


 (l) operating expenses or operating expenses as a percentage of revenue;




 


 (m) net income;




 


 (n) earnings per share;




 


 (o) total stockholder return;




 


 (p) market share;




 


 (q) return on assets or net assets;




 


 (r) the Company’s stock price;




 


 (s) growth in stockholder value relative to a pre-determined index;




 


 (t) return on equity;


 






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 (u) return on invested capital;




 


 (v) cash flow (including free cash flow or operating cash flows);




 


 (w) cash conversion cycle;




 


 (x) economic value added;




 


 (y) individual confidential business objectives;




 


 (z) contract awards or backlog;




 


(aa) overhead or other expense reduction;


 


(bb) credit rating;


 


(cc) strategic plan development and
implementation;


 


(dd) succession plan development and
implementation;


 


(ee) improvement in workforce diversity;


 


(ff) customer indicators and/or satisfaction;


 


(gg) new product invention or innovation;


 


(hh) attainment of research and development
milestones;


 


(ii) improvements
in productivity;


 


(jj) bookings;


 


(kk) attainment of objective operating goals and
employee metrics;


 


(ll) sales;


 


(mm) expenses;


 


(nn) balance of cash, cash equivalents, and
marketable securities;


 


(oo) completion of
an identified special project;


 


(pp) completion of a joint venture or other
corporate transaction;


 


(qq) employee satisfaction and/or retention;


 


(rr) research and development expenses;


 


(ss) working capital targets and changes in
working capital; and


 


(tt) any other metric that is capable of
measurement as determined by the Committee.


 




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The Committee may
provide for one or more equitable adjustments to the Performance Factors to preserve the Committee’s original intent regarding the
Performance Factors at the time of the initial award grant, such as but not limited to, adjustments in recognition of unusual or non-recurring
items such as acquisition related activities or changes in applicable accounting rules. It is within the sole discretion of the Committee
to make or not make any such equitable adjustments.


 


29.31. “Performance
Period” means one or more periods of time, which may be of varying and overlapping durations, as the Committee may select,
over which the attainment of one or more Performance Factors will be measured for the purpose of determining a Participant’s right
to, and the payment of, a Performance Award.


 


29.32. “Performance
Share” means an Award as defined in Section 10 and granted under the Plan, the payment of which is contingent upon
achieving certain performance goals established by the Committee.


 


29.33. “Performance
Unit” means an Award as defined in Section 10 and granted under the Plan, the payment of which is contingent upon
achieving certain performance goals established by the Committee.


 


29.34. “Permitted
Transferee” means any 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)
of the Employee, any person sharing the Employee’s household (other than a tenant or employee), a trust in which these persons (or
the Employee) have more than 50% of the beneficial interest, a foundation in which these persons (or the Employee) control the management
of assets, and any other entity in which these persons (or the Employee) own more than 50% of the voting interests.


 


29.35. “Plan”
means this Augmedix, Inc., 2020 Equity Incentive Plan, as may be amended from time to time.


 


29.36. “Purchase
Price” means the price to be paid for Shares acquired under the Plan, other than Shares acquired upon exercise of an Option
or SAR.


 


29.37. “Restricted
Stock Award” means an Award as defined in Section 6 and granted under the Plan or issued pursuant to the early exercise
of an Option.


 


29.38. “Restricted
Stock Unit” means an Award as defined in Section 9 and granted under the Plan.


 


 29.39. “SEC” means the United States Securities and Exchange Commission.




 


 29.40. “Securities Act” means the United States Securities Act of 1933, as amended.




 






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29.41. “Service”
will mean service as an Employee, Consultant, Director, or Non-Employee Director, to the Company or a Parent, Subsidiary, or Affiliate,
subject to such further limitations as may be set forth in the Plan or the applicable Award Agreement. An Employee will not be deemed
to have ceased to provide Service in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence approved by the
Company, provided that such leave is for a period of not more than ninety (90) days unless reemployment upon the expiration of such leave
is guaranteed by contract or statute. Notwithstanding anything to the contrary, an Employee will not be deemed to have ceased to provide
Service if a formal policy adopted from time to time by the Company and issued and promulgated to employees in writing provides otherwise.
In the case of any Employee on an approved leave of absence or a reduction in hours worked (for illustrative purposes only, a change in
schedule from that of full-time to part-time), the Committee may make such provisions respecting suspension or modification of vesting
of the Award while on leave from the employ of the Company or a Parent, Subsidiary, or Affiliate or during such change in working hours
as it may deem appropriate, except that in no event may an Award be exercised after the expiration of the term set forth in the applicable
Award Agreement. In the event of military or other protected leave, if required by applicable laws, vesting will continue for the longest
period that vesting continues under any other statutory or Company approved leave of absence and, upon a Participant’s returning
from military leave, he or she will be given vesting credit with respect to Awards to the same extent as would have applied had the Participant
continued to provide Service to the Company throughout the leave on the same terms as he or she was providing Service immediately prior
to such leave. An employee will have terminated employment as of the date he or she ceases to provide Service (regardless of whether the
termination is in breach of local employment laws or is later found to be invalid) and employment will not be extended by any notice period
or garden leave mandated by local law, provided, however, that a change in status from an Employee to a Consultant or Non-Employee
Director (or vice versa) will not terminate the Participant’s Service, unless determined by the Committee, in its discretion. The
Committee will have sole discretion to determine whether a Participant has ceased to provide Service and the effective date on which the
Participant ceased to provide Service.


 


29.42. “Shares”
means shares of the Common Stock and the common stock of any successor entity of the Company.


 


29.43. “Stock
Appreciation Right” means an Award defined in Section 8 and granted under the Plan.


 


 29.44. “Stock Bonus” means an Award defined in Section 7 and granted under the Plan.




 


29.45. “Subsidiary”
means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations
other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.


 


29.46. “Treasury
Regulations” means regulations promulgated by the United States Treasury Department.


 


29.47. “Unvested
Shares” means Shares that have not yet vested or are subject to a right of repurchase in favor of the Company (or any successor
thereto).


 


 


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