Exhibit
10.7


 


PAYONEER
GLOBAL INC.


OMNIBUS INCENTIVE PLAN


 


Section
1.Purpose. The purpose of the Payoneer Global Inc. Omnibus Incentive Plan (as amended from time to time, the
“Plan”) is to motivate and reward employees and other individuals to perform at the highest level and contribute
significantly to the success of Payoneer Global Inc., a Delaware corporation (the “Company”), thereby furthering
the best interests of the Company and its shareholders. The Plan (including any Sub-plans established hereunder in accordance with
Section 4(c)) shall serve as the primary plan under which equity-based incentives are awarded on a worldwide basis to
Participants.


 


Section
2.Definitions. As used in the Plan, the following terms shall have the meanings set forth below:


 


(a) “Affiliate”
means any entity that, directly or indirectly through one or more intermediaries controls, is controlled by or is under common control
with, the Company.


 


(b) “Award”
means any Option, SAR, Restricted Stock, RSU, Performance Award, Other Cash-Based Award or Other Stock-Based Award granted under the
Plan.


 


(c) “Award
Agreement” means any agreement, contract or other instrument or document (including in electronic form) evidencing any Award
granted under the Plan, which may, but need not, be executed or acknowledged by a Participant.


 


(d) “Beneficial
Owner” has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.


 


(e) “Beneficiary”
means a Person entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of a
Participant’s death. If no such Person can be named or is named by a Participant, or if no Beneficiary designated by a Participant
is eligible to receive payments or other benefits or exercise rights that are available under the Plan at a Participant’s death,
such Participant’s Beneficiary shall be such Participant’s estate.


 


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


 


(g) “Cause”
is as defined in Participant’s Service Agreement, if any, or Award Agreement or, if not so defined, means: (i) any theft, fraud,
embezzlement, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, falsification of any documents or records
of the Company or any of its Affiliates, felony or similar act by Participant (whether or not related to Participant’s relationship
with the Company); (ii) an act of moral turpitude by Participant, or any act that causes significant injury to, or is otherwise adversely
affecting, the reputation, business, assets, operations or business relationship of the Company (or a Subsidiary or Affiliate, when applicable);
(iii) any breach by Participant of any material agreement with or of any material duty of Participant to the Company or any Subsidiary
or Affiliate thereof (including breach of confidentiality, non-disclosure, non-use non-competition or non-solicitation covenants towards
the Company or any of its Affiliates) or failure to abide by code of conduct or other policies (including, without limitation, policies
relating to confidentiality and reasonable workplace conduct); or (iv) any act which constitutes a breach of a Participant’s fiduciary
duty towards the Company or an Affiliate or Subsidiary, including disclosure of confidential or proprietary information thereof or acceptance
or solicitation to receive unauthorized or undisclosed benefits, irrespective of their nature, or funds, or promises to receive either,
from individuals, consultants or corporate entities that the Company or a Subsidiary does business with; (v) Participant’s unauthorized
use, misappropriation, destruction, or diversion of any tangible or intangible asset or corporate opportunity of the Company or any of
its Affiliates (including, without limitation, the improper use or disclosure of confidential or proprietary information); or (vi) any
circumstances that constitute grounds for termination for cause under Participant’s Service Agreement with the Company or Affiliate,
to the extent applicable. For the avoidance of doubt, the determination as to whether a termination is for Cause for purposes of this
Plan, shall be made in good faith by the Committee and shall be final and binding on Participant.


 






    


     


    

 


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


 


(i) any
Person, other than (A) any employee plan established by the Company or any Subsidiary, (B) the Company or any of its Affiliates, (C)
an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) an entity owned, directly or indirectly,
by shareholders of the Company in substantially the same proportions as their ownership of the Company, is (or becomes, during any 12-month
period) the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned
by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the
Company or its Affiliates of a business) representing 50% or more of the total voting power of the stock of the Company; provided
that the provisions of this subsection ‎(i) are not intended to apply to or include as a Change in Control any transaction
that is specifically excepted from the definition of Change in Control under subsection ‎(iii) below;


 


(ii) a
change in the composition of the Board such that, during any 12-month period, the individuals who, as of the beginning of such period,
constitute the Board (the “Existing Board”) cease for any reason to constitute at least 50% of the Board; provided,
however, that any individual becoming a member of the Board subsequent to the beginning of such period whose election, or nomination
for election by the Company’s shareholders, was approved by a vote of at least a majority of the Directors immediately prior to
the date of such appointment or election shall be considered as though such individual were a member of the Existing Board; provided
further, that, notwithstanding the foregoing, no individual whose initial assumption of office occurs as a result of either an actual
or threatened election contest (as such terms are used in Rule 14a-11 or Regulation 14A promulgated under the Exchange Act or successor
statutes or rules containing analogous concepts) or other actual or threatened solicitation of proxies or consents by or on behalf of
an individual, corporation, partnership, group, associate or other entity or Person other than the Board, shall in any event be considered
to be a member of the Existing Board;


 






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(iii) the
consummation of a merger, amalgamation or consolidation of the Company with any other corporation or other entity, or the issuance of
voting securities in connection with such a transaction pursuant to applicable stock exchange requirements; provided that immediately
following such transaction the voting securities of the Company outstanding immediately prior thereto do not continue to represent (either
by remaining outstanding or by being converted into voting securities of the surviving entity of such transaction or parent entity thereof)
50% or more of the total voting power of the Company’s stock (or, if the Company is not the surviving entity of such merger or
consolidation, 50% or more of the total voting power and total fair market value of the stock of such surviving entity or parent entity
thereof); and provided, further, that such a transaction effected to implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including
in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in
connection with the acquisition by the Company or its Affiliates of a business) representing 50% or more of either the then-outstanding
Shares or the combined voting power and total fair market value of the Company’s then-outstanding voting securities shall not be
considered a Change in Control; or


 


(iv) the
sale or disposition by the Company of all or substantially all of the Company’s assets in which any Person acquires (or has acquired
during the 12-month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total
gross fair market value equal to more than 50% of the total gross fair market value of all of the assets of the Company immediately prior
to such acquisition or acquisitions.


 


Notwithstanding
the foregoing, (A) no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated
transactions immediately following which the record holders of the Shares immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an entity which owns substantially all of the assets of the Company
immediately prior to such transaction or series of transactions and (B) no Change in Control shall be deemed to have occurred upon the
acquisition of additional control of the Company by any Person that is considered to effectively control the Company. In no event will
a Change in Control be deemed to have occurred if any Participant is part of a “group” within the meaning of Section 13(d)(3)
of the Exchange Act that effects a Change in Control. Notwithstanding the foregoing or any provision of any Award Agreement to the contrary,
for any Award that provides for accelerated distribution on a Change in Control of amounts that constitute “deferred compensation”
(as defined in Section 409A of the Code), if the event that constitutes such Change in Control does not also constitute a change in the
ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets (in either
case, as defined in Section 409A of the Code), such amount shall not be distributed on such Change in Control but instead shall vest
as of such Change in Control and shall be distributed on the scheduled payment date specified in the applicable Award Agreement, except
to the extent that earlier distribution would not result in the Participant who holds such Award incurring interest or additional tax
under Section 409A of the Code.


 






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(i) “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference
to a provision in the Code shall include any successor provision thereto.


 


(j) “Committee”
means the compensation committee of the Board unless another committee is designated by the Board If there is no compensation committee
of the Board and the Board does not designate another committee, references herein to the “Committee” shall refer to the
Board.


 


(k) “Consultant”
means any individual, including an advisor, who is providing bona fide services to the Company or any Subsidiary or who has accepted
an offer of service or consultancy from the Company or any Subsidiary. For purposes of the Plan, in the case of a Consultant, references
to employment shall be deemed to refer to such Consultant’s service in such capacity, but in no event shall the Plan or any action
taken hereunder be construed to create an employer-employee relationship between any such Consultant and the Company or of any of its
Affiliates.


 


(l) “Director”
means any member of the Board.


 


(m) “Effective
Date” means the effective date of the consummation of the merger contemplated by the Plan of Reorganization, subject to approval
of the Plan by the stockholders of the Company.


 


(n) “Employee”
means any individual, including any officer, employed by the Company or any Subsidiary or, to the extent permitted by applicable law,
a non-Subsidiary Affiliate, or any prospective employee or officer who has accepted an offer of employment from the Company or any Subsidiary
or, to the extent permitted by applicable law, a non-Subsidiary Affiliate, with the status of employment determined based upon such factors
as are deemed appropriate by the Committee in its discretion, subject to any requirements of the Code or applicable laws; provided
that any such person may not receive any payment or exercise any right relating to an Award until such person has commenced employment
or service with the Company or its Subsidiaries. An employee on an approved leave of absence (including maternity leave) shall be considered
as still in the employment of the Company or its Subsidiaries for purposes of eligibility for participation in the Plan.


 


(o) “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder.
Any reference to a provision in the Exchange Act shall include any successor provision thereto.


 






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(p) “Fair
Market Value” means (i) with respect to Shares, the closing price of a Share on the trading day immediately preceding the date
of determination (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred), on
the principal stock market or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or traded, the fair market
value of a Share as determined by the Committee, and (ii) with respect to any property other than Shares, the fair market value of such
property determined by such methods or procedures as shall be established from time to time by the Committee.


 


(q) “Incentive
Stock Option” means an option representing the right to purchase Shares from the Company, granted pursuant to ‎Section
6, that meets the requirements of Section 422 of the Code.


 


(r) “Intrinsic
Value” with respect to an Option or SAR Award means (i) the excess, if any, of the price or implied price per Share in
a Change in Control or other event over (ii) the exercise or hurdle price of such Award multiplied by (iii) the
number of Shares covered by such Award.


 


(s) “Non-Employee
Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive
compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity
other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated
pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other transaction for which
disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure
would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director”
for purposes of Rule 16b-3.


 


(t) “Non-Qualified
Stock Option” means an option representing the right to purchase Shares from the Company, granted pursuant to ‎Section
6, that is not an Incentive Stock Option.


 


(u) “Option”
means an Incentive Stock Option or a Non-Qualified Stock Option.


 


(v) “Other
Cash-Based Award” means an Award granted pursuant to ‎Section 11, including
cash awarded as a bonus or upon the attainment of specified performance criteria or otherwise as permitted under the Plan.


 


(w) “Other
Stock-Based Award” means an Award granted pursuant to ‎Section 11 that may
be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that
may influence the value of Shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into
Shares, purchase rights for Shares, dividend rights or dividend equivalent rights or Awards with value and payment contingent upon performance
of the Company or business units thereof or any other factors designated by the Committee.


 






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(x) “Participant”
means the recipient of an Award granted under the Plan.


 


(y) “Performance
Award” means an Award granted pursuant to ‎Section 10.


 


(z) “Performance
Period” means the period established by the Committee with respect to any Performance Award during which the performance goals
specified by the Committee with respect to such Award are to be measured.


 


(aa)“Person”
has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including
a “group” as defined in Section 13(d) thereof.


 


(bb)“Plan
of Reorganization” means that certain the Agreement and Plan of Reorganization, dated as of February 3, 2021, by and among
the Company, Payoneer, Inc. Delaware corporation, and certain other persons named therein and party thereto.


 


(cc)“Restricted
Stock” means any Share subject to certain restrictions and forfeiture conditions, granted pursuant to ‎Section
8. 


 


(dd)“Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.


 


(ee)“RSU”
means a contractual right granted pursuant to ‎Section 9 that is denominated in Shares.
Each RSU represents a right to receive the value of one Share (or a percentage of such value) in cash, Shares or a combination thereof.
Awards of RSUs may include the right to receive dividend equivalents.


 


(ff)“SAR”
means a right granted pursuant to ‎Section 7 to receive upon exercise by the Participant
or settlement, in cash, Shares or a combination thereof, the excess of (i) the Fair Market Value of one Share on the date of exercise
or settlement over (ii) the exercise or hurdle price of the right on the date of grant.


 


(gg)“Service
Agreement” means any employment, severance, consulting or similar agreement between the Company or any of its Affiliates and
a Participant.


 


(hh)“Share”
means a share of the Company’s Class A common stock, $0.01 par value.


 


(ii) “Subsidiary”
means an entity of which the Company directly or indirectly holds all or a majority of the value of the outstanding equity interests
of such entity or a majority of the voting power with respect to the voting securities of such entity. Whether employment by or service
with a Subsidiary is included within the scope of the Plan shall be determined by the Committee.


 






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(jj)“Substitute
Award” means an Award granted in assumption of, or in substitution for, an outstanding award previously granted by a company
or other business acquired by the Company or with which the Company combines.


 


(kk)“Termination
of Service” means, in the case of a Participant who is an Employee, cessation of the employment relationship such that the
Participant is no longer an employee of the Company or any Subsidiary, or, in the case of a Participant who is a Consultant or Non-Employee
Director, the date the performance of services for the Company or any Subsidiary has ended; provided, however, that in
the case of a Participant who is an Employee, the transfer of employment from the Company to a Subsidiary, from a Subsidiary to the Company,
from one Subsidiary to another Subsidiary or, unless the Committee determines otherwise, the cessation of employee status but the continuation
of the performance of services for the Company or a Subsidiary as a Director or Consultant shall not be deemed a cessation of service
that would constitute a Termination of Service; provided, further, that a Termination of Service shall be deemed to occur
for a Participant employed by, or performing services for, a Subsidiary when such Subsidiary ceases to be a Subsidiary unless such Participant’s
employment or service continues with the Company or another Subsidiary. Notwithstanding the foregoing, with respect to any Award subject
to Section 409A of the Code (and not exempt therefrom), a Termination of Service occurs when a Participant experiences a “separation
of service” (as such term is defined under Section 409A of the Code).


 


Section
3.Eligibility.


 


(a) Any
Employee, Non-Employee Director or Consultant shall be eligible to be selected to receive an Award under the Plan, to the extent that
an offer or receipt of an Award is permitted by applicable law, stock market or exchange rules and regulations or accounting or tax rules
and regulations.


 


(b) Holders
of equity compensation awards granted by a company that is acquired by the Company (or whose business is acquired by the Company) or
with which the Company combines are eligible for grants of Substitute Awards under the Plan to the extent permitted under applicable
regulations of any stock exchange on which the Company is listed.


 


Section
4.Administration.


 


(a) Administration
of the Plan. The Plan shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding
upon all parties, including the Company, its shareholders, Participants and any Beneficiaries thereof. The Committee may issue rules
and regulations for administration of the Plan.


 


(b) Delegation
of Authority. To the extent permitted by applicable law, including under Section 157(c) of the Delaware General Corporation Law,
the Committee may delegate to one or more officers of the Company some or all of its authority under the Plan, including the authority
to grant Options and SARs or other Awards in the form of Share rights (except that such delegation shall not apply to any Award for a
Person then covered by Section 16 of the Exchange Act), and the Committee may delegate to one or more committees of the Board (which
may consist of solely one Director) some or all of its authority under the Plan, including the authority to grant all types of Awards,
in accordance with applicable law.


 






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(c) Establishment
of Sub-plans. The Board shall have full discretion and authority to establish one or more sub-plans under the Plan to facilitate
local administration of the Plan in any jurisdiction in which the Company or any of its Affiliates operate and to conform the Plan to
the legal requirements of any such jurisdiction or to allow for favorable tax treatment under any applicable provision of tax law (each,
a “Sub-plan”). The Board shall establish such Sub-plans by adopting supplements to the Plan setting forth (i) such
limitations on the Committee’s discretion under the Plan as the Board deems necessary or desirable and (ii) such additional terms
and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable.  All Sub-plans adopted by
the Board shall be deemed to be part of the Plan, but each Sub-plan shall apply only to Participants within the affected jurisdiction
and the Company or an Affiliate, as applicable, shall not be required to provide copies of any Sub-plan to Participants in any jurisdiction
that is not affected.


 


(d) Authority
of Committee. Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have full discretion and
authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted
to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights
or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award and prescribe
the form of each Award Agreement, which need not be identical for each Participant; (v) determine whether, to what extent, under what
circumstances and by which methods Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement (including
broker-assisted cashless exercise), or any combination thereof, or canceled, forfeited or suspended; (vi) determine whether, to what
extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award under
the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) amend terms
or conditions of any outstanding Awards; (viii) correct any defect, supply any omission and reconcile any inconsistency in the Plan or
any Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect; (ix) interpret and administer the Plan
and any instrument or agreement relating to, or Award made under, the Plan; (x) establish, amend, suspend or waive such rules and regulations
and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate
for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting
or tax rules and regulations; and (xi) make any other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations
or accounting or tax rules and regulations. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion,
at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and
responsibility granted to the Committee herein.


 






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(e) Rule
16b-3 Compliance. To the extent an Award is intended to qualify for the exemption from Section 16(b) of the Exchange Act that
is available under Rule 16b-3 of the Exchange Act, the Award will be granted by the Board or a Committee (or a subcommittee thereof)
that consists solely of two or more Non-Employee Directors, as determined under Rule 16b-3(b)(3) of the Exchange Act and thereafter any
action establishing or modifying the terms of the Award will be approved by the Board or a Committee (or a subcommittee) meeting such
requirements to the extent necessary for such exemption to remain available.


 


Section
5.Shares Available for Awards.


 


(a) Subject
to adjustment as provided in ‎Section 5(c) and except for Substitute Awards, the maximum
number of Shares available for issuance under the Plan shall not exceed in the aggregate 38,016,011 Shares. The total number of Shares
available for issuance under the Plan shall be increased on the first day of each Company fiscal year following the Effective Date in
an amount equal to the lesser of (i) 4% of outstanding Shares on the last day of the immediately preceding fiscal year and (ii) such
number of Shares as determined by the Committee in its discretion. Shares underlying Substitute Awards and Shares remaining available
for grant under a plan of an acquired company or of a company with which the Company combines (whether by way of amalgamation, merger,
sale and purchase of shares or other securities or otherwise), appropriately adjusted to reflect the acquisition or combination transaction,
shall not reduce the number of Shares remaining available for grant hereunder.


 


(b) If
any Award is forfeited, cancelled, expires, terminates or otherwise lapses or is settled in cash, in whole or in part, without the delivery
of Shares, then the Shares covered by such forfeited, expired, terminated or lapsed Award shall again be available for grant under the
Plan. The following shall become available for issuance under the Plan: (i) any Shares withheld in respect of taxes relating to
any Award and (ii) any Shares tendered or withheld to pay the exercise price of Options.


 


(c) In
the event that the Committee determines that, as a result of any dividend or other distribution (other than an ordinary dividend or distribution),
recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, separation, rights offering,
split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights
to acquire Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the
Company, or other similar corporate transaction or event affecting the Shares, or of changes in applicable laws, regulations or accounting
principles, an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to
be made available under the Plan, then the Committee shall, subject to ‎Section 19 and
applicable law, adjust equitably so as to ensure no undue enrichment or harm (including by payment of cash), any or all of:


 






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(i) the
number and type of Shares (or other securities) which thereafter may be made the subject of Awards, including the aggregate limits specified
in ‎Section 5(a) and ‎Section 5(f);


 


(ii) the
number and type of Shares (or other securities) subject to outstanding Awards;


 


(iii) the
grant, acquisition, exercise or hurdle price with respect to any Award or, if deemed appropriate, make provision for a cash payment to
the holder of an outstanding Award; and


 


(iv) the
terms and conditions of any outstanding Awards, including the performance criteria of any Performance Awards;


 


provided,
however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.


 


(d) Any
Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company.


 


(e) The
aggregate value of all compensation granted or paid, as applicable, to any individual for service as a Non-Employee Director with respect
to any calendar year, including Awards granted and cash fees paid by the Company to such Non-Employee Director, will not exceed (i) $750,000
in total value or (ii) in the event such Non-Employee Director is first appointed or elected to the Board, $1,000,000 in total value
during the initial annual period, in each case calculating the value of any equity awards based on the grant date fair value of such
equity awards for financial reporting purposes. The limitations in this Section 5(e) shall apply commencing with the first calendar year
that begins following the Effective Date.


 


(f) Subject
to adjustment as provided in ‎Section 5(c)(i), the maximum number of Shares available
for issuance with respect to Incentive Stock Options shall be 38,016,011. To the extent that the aggregate Fair Market Value (determined
at the time of grant) of Shares with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder
during any calendar year (under all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the
Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such
limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonqualified
Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).


 


Section
6.Options. The Committee is authorized to grant Options to Participants with the following terms and conditions and with such
additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:


 


(a) The
exercise price per Share under an Option shall be determined by the Committee at the time of grant; provided, however,
that, except in the case of Substitute Awards, such exercise price shall not be less than the Fair Market Value of a Share on the date
of grant of such Option.


 






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(b) The
term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such Option.


 


(c) The
Committee shall determine the methods by which, and the forms in which payment of the exercise price with respect thereto may be made
or deemed to have been made, including cash, Shares, other Awards, other property, net settlement (including broker-assisted cashless
exercise) or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price.


 


(d) To
the extent an Option is not previously exercised as to all of the Shares subject thereto, and, if the Fair Market Value of one Share
is greater than the exercise price then in effect, then the Option shall be deemed automatically exercised immediately before its expiration.


 


(e) No
grant of Options may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other
distributions to be paid on such Options (except as provided under ‎Section 5(c)).


 


(f) The
terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the
Code. Incentive Stock Options may be granted only to employees of the Company or of a parent or subsidiary corporation (as defined in
Section 424 of the Code).


 


Section
7.Stock Appreciation Rights. The Committee is authorized to grant SARs to Participants with the following terms and conditions
and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall
determine:


 


(a) SARs
may be granted under the Plan to Participants either alone (“freestanding”) or in addition to other Awards granted under
the Plan (“tandem”) and may, but need not, relate to a specific Option granted under ‎Section
6.


 


(b) The
exercise or hurdle price per Share under a SAR shall be determined by the Committee; provided, however, that, except in
the case of Substitute Awards, such exercise or hurdle price shall not be less than the Fair Market Value of a Share on the date of grant
of such SAR.


 


(c) The
term of each SAR shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such SAR.


 


(d) Upon
the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of Shares subject to the SAR multiplied
by the excess, if any, of the Fair Market Value of one Share on the exercise date over the exercise or hurdle price of such SAR. The
Company shall pay such excess in cash, in Shares valued at Fair Market Value, or any combination thereof, as determined by the Committee.


 






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(e) To
the extent a SAR is not previously exercised as to all of the Shares subject thereto, and, if the Fair Market Value of one Share is greater
than the exercise price then in effect, then the SAR shall be deemed automatically exercised immediately before its expiration.


 


(f) No
grant of SARs may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions
to be paid on such SARs (except as provided under ‎Section 5(c)).


 


Section
8.Restricted Stock. The Committee is authorized to grant Awards of Restricted Stock to Participants with the following terms
and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the
Committee shall determine:


 


(a) The
Award Agreement shall specify the vesting schedule.


 


(b) Awards
of Restricted Stock shall be subject to such restrictions as the Committee may impose, which restrictions may lapse separately or in
combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.


 


(c) Subject
to the restrictions set forth in the applicable Award Agreement, a Participant generally shall have the rights and privileges of a shareholder
with respect to Awards of Restricted Stock, including the right to vote such Shares of Restricted Stock and the right to receive dividends.


 


(d) The
Committee may, in its discretion, specify in the applicable Award Agreement that any or all dividends or other distributions paid on
Awards of Restricted Stock prior to vesting be paid either in cash or in additional Shares and either on a current or deferred basis
and that such dividends or other distributions may be reinvested in additional Shares, which may be subject to the same restrictions
as the underlying Awards.


 


(e) Any
Award of Restricted Stock may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration.


 


(f) The
Committee may provide in an Award Agreement that an Award of Restricted Stock is conditioned upon the Participant making or refraining
from making an election with respect to the Award under Section 83(b) of the Code. If a Participant makes an election pursuant
to Section 83(b) of the Code with respect to an Award of Restricted Stock, such Participant shall be required to file promptly
a copy of such election with the Company and the applicable Internal Revenue Service office.


 


Section
9.RSUs. The Committee is authorized to grant Awards of RSUs to Participants with the following terms and conditions and with
such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:


 






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(a) The
Award Agreement shall specify the vesting schedule and the delivery schedule (which may include deferred delivery later than the vesting
date).


 


(b) Awards
of RSUs shall be subject to such restrictions as the Committee may impose, which restrictions may lapse separately or in combination
at such time or times, in such installments or otherwise, as the Committee may deem appropriate.


 


(c) An
RSU shall not convey to a Participant the rights and privileges of a shareholder with respect to the Share subject to such RSU, such
as the right to vote or the right to receive dividends, unless and until and to the extent a Share is issued to such Participant to settle
such RSU.


 


(d) The
Committee may, in its discretion, specify in the applicable Award Agreement that any or all dividend equivalents or other distributions
paid on Awards of RSUs prior to vesting or settlement, as applicable, be paid either in cash or in additional Shares and either on a
current or deferred basis and that such dividend equivalents or other distributions may be reinvested in additional Shares, which may
be subject to the same restrictions as such Awards.


 


(e) Shares
delivered upon the vesting and settlement of an RSU Award may be evidenced in such manner as the Committee may deem appropriate, including
book-entry registration.


 


(f) The
Committee may determine the form or forms (including cash, Shares, other Awards, other property or any combination thereof) in which
payment of the amount owing upon settlement of any RSU Award may be made.


 


Section
10.Performance Awards. The Committee is authorized to grant Performance Awards to Participants with the following terms and
conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee
shall determine:


 


(a) Performance
Awards may be denominated as a cash amount, number of Shares or units or a combination thereof and are Awards that may be earned upon
achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other
Award shall constitute a Performance Award by conditioning the grant to a Participant or the right of a Participant to exercise the Award
or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the
Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing
any performance conditions. Subject to the terms of the Plan, the performance goals to be achieved during any Performance Period, the
length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant
to any Performance Award shall be determined by the Committee.


 






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(b) Performance
criteria may be measured on an absolute (e.g., plan or budget) or relative basis, and may be established on a corporate-wide basis,
with respect to one or more business units, divisions, Subsidiaries or business segments, or on an individual basis. If the Committee
determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which
the Company conducts its business, or other events or circumstances render the performance objectives unsuitable, the Committee may modify
the performance objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate
and equitable such that it does not provide any undue enrichment or harm. Performance measures may vary from Performance Award to Performance
Award and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative. The Committee
shall have the power to impose such other restrictions on Awards subject to this ‎Section
10(b) as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements of any applicable law, stock market
or exchange rules and regulations or accounting or tax rules and regulations.


 


(c) Settlement
of Performance Awards shall be in cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined
in the discretion of the Committee.


 


(d) A
Performance Award shall not convey to a Participant the rights and privileges of a shareholder with respect to the Share subject to such
Performance Award, such as the right to vote (except as relates to Restricted Stock) or the right to receive dividends, unless and until
and to the extent a Share is issued to such Participant to settle such Performance Award. The Committee, in its sole discretion, may
provide that a Performance Award shall convey the right to receive dividend equivalents on the Shares subject to such Performance Award
with respect to any dividends declared during the period that such Performance Award is outstanding, in which case, such dividend equivalent
rights shall accumulate and shall be paid in cash or Shares on the settlement date of the Performance Award, subject to the Participant’s
earning of the Shares with respect to which such dividend equivalents are paid upon achievement or satisfaction of performance conditions
specified by the Committee. Shares delivered upon the vesting and settlement of a Performance Award may be evidenced in such manner as
the Committee may deem appropriate, including book-entry registration. For the avoidance of doubt, unless otherwise determined by the
Committee, no dividend equivalent rights shall be provided with respect to any Shares subject to Performance Awards that are not earned
or otherwise do not vest or settle pursuant to their terms.


 


(e) The
Committee may, in its discretion, increase or reduce the amount of a settlement otherwise to be made in connection with a Performance
Award.


 


Section
11.Other Cash-Based Awards and Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable
law, to grant Other Cash-Based Awards (either independently or as an element of or supplement to any other Award under the Plan) and
Other Stock-Based Awards. The Committee shall determine the terms and conditions of such Awards.
Shares delivered pursuant to an Award in the nature of a purchase right granted under this ‎Section
11 shall be purchased for such consideration, and paid for at such times, by such methods and in such forms, including cash, Shares,
other Awards, other property, net settlement, broker-assisted cashless exercise or any combination thereof, as the Committee shall determine;
provided that the purchase price therefor shall not be less than the Fair Market Value of such Shares on the date of grant of
such right.


 






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Section
12.Effect of Termination of Service or a Change in Control on Awards.


 


(a) The
Committee may provide, by rule or regulation or in any applicable Award Agreement, or may determine in any individual case, the
circumstances in which, and the extent to which, an Award may be exercised, settled, vested, paid or forfeited in the event of a Participant’s
Termination of Service prior to the end of a Performance Period or vesting, exercise or settlement of such Award.


 


(b) Subject
to the last sentence of ‎Section 2(kk), the Committee may determine, in its discretion,
whether, and the extent to which, (i) an Award will vest during a leave of absence, (ii) a reduction in service level (for example, from
full-time to part-time employment) will cause a reduction, or other change, to an Award and (iii) a leave of absence or reduction in
service will be deemed a Termination of Service.


 


(c) In
the event of a Change in Control, the Committee may, in its sole discretion, and on such terms and conditions as it deems appropriate,
take any one or more of the following actions with respect to any outstanding Award, which need not be uniform with respect to all Participants
and/or Awards:


 


(i) continuation
or assumption of such Award by the Company (if it is the surviving corporation) or by the successor or surviving entity or its parent;


 


(ii) substitution
or replacement of such Award by the successor or surviving entity or its parent with cash, securities, rights or other property to be
paid or issued, as the case may be, by the successor or surviving entity (or a parent or subsidiary thereof), with substantially the
same terms and value as such Award (including any applicable performance targets or criteria with respect thereto);


 


(iii) acceleration
of the vesting of such Award and the lapse of any restrictions thereon and, in the case of an Option or SAR Award, acceleration of the
right to exercise such Award during a specified period (and the termination of such Option or SAR Award without payment of any consideration
therefor to the extent such Award is not timely exercised), in each case, either (A) immediately prior to or as of the date of the Change
in Control, (B) upon a Participant’s involuntary Termination of Service (including upon a termination of the Participant’s
employment by the Company (or a successor corporation or its parent) without Cause, by a Participant for “good reason” and/or
due to a Participant’s death or “disability”, as such terms may be defined in the applicable Award Agreement and/or
a Participant’s Service Agreement, as the case may be) on or within a specified period following the Change in Control or (C) upon
the failure of the successor or surviving entity (or its parent) to continue or assume such Award;


 






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(iv) 
in the case of a Performance Award, determination of the level of attainment of the applicable performance condition(s); and


 


(v) cancellation
of such Award in consideration of a payment, with the form, amount and timing of such payment determined by the Committee in its sole
discretion, subject to the following: (A) such payment shall be made in cash, securities, rights and/or other property; (B) the amount
of such payment shall equal the value of such Award, as determined by the Committee in its sole discretion; provided that, in
the case of an Option or SAR Award, if such value equals the Intrinsic Value of such Award, such value shall be deemed to be valid; provided
further that, if the Intrinsic Value of an Option or SAR Award is equal to or less than zero, the Committee may, in its sole discretion,
provide for the cancellation of such Award without payment of any consideration therefor (for the avoidance of doubt, in the event of
a Change in Control, the Committee may, in its sole discretion, terminate any Option or SAR Awards for which the exercise or hurdle price
is equal to or exceeds the per Share value of the consideration to be paid in the Change in Control transaction without payment of consideration
therefor); and (C) such payment shall be made promptly following such Change in Control or on a specified date or dates following such
Change in Control; provided that the timing of such payment shall comply with Section 409A of the Code.


 


(d) In
connection with any of the actions set forth in Sections 12(c)(i) – (v), the Committee may, in its sole discretion, determine:
(i) that any payments to Participants made in respect of Awards shall be made or delayed (subject to Section 409A of the Code, where
applicable) to the same extent that payment of consideration to the holders of the Shares in connection with the Change of Control is
made or delayed as a result of any escrow, indemnification, earn out, holdback or any other contingent or deferred payment arrangement;
(ii) the terms and conditions applying to the payment made or payable to the Participants, including participation in any escrow, indemnification,
earn-outs, holdback or any other contingent or deferred payment arrangement; and (iii) that any terms and conditions applying under the
applicable definitive transaction agreements in connection with the Change in Control shall apply to the Participants (including, without
limitation, appointment and engagement of a stockholders’ or sellers’ representative, payment of fees or other costs and
expenses associated with such services, indemnification of such representative, and authorization to such representative within the scope
of such representative’s authority in the applicable definitive transaction agreements).


 


(e) Neither
the authorities and powers of the Committee under this ‎Section 12 nor the exercise
or implementation thereof, shall (i) be restricted or limited in any way by any adverse consequences (tax or otherwise) that may result
to any holder of an Award, and (ii) as, inter alia, being a feature of the Award upon its grant, be deemed to constitute a change
or an amendment of the rights of such holder under this Plan, nor shall any such adverse consequences (as well as any adverse tax consequences
that may result from any tax ruling or other approval or determination of any relevant tax authority) be deemed to constitute a change
or an amendment of the rights of such holder under this Plan, and may be effected without consent of any Participant and without any
liability to the Company or its Affiliates or to its or their respective officers, directors, employees and representatives and the respective
successors and assigns of any of the foregoing.


 






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Section
13.General Provisions Applicable to Awards.


 


(a) Awards
shall be granted for such cash or other consideration, if any, as the Committee determines; provided that in no event shall Awards
be issued for less than such minimal consideration as may be required by applicable law.


 


(b) Awards
may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award granted
under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with
awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of
such other Awards or awards.


 


(c) Subject
to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or settlement of an Award may be made
in the form of cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined by the Committee
in its discretion at the time of grant, and may be made in a single payment or transfer, in installments or on a deferred basis, in each
case in accordance with rules and procedures established by the Committee. Such rules and procedures may include provisions for the payment
or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect
of installment or deferred payments.


 


(d) Except
as may be permitted by the Committee or as specifically provided in an Award Agreement, (i) no Award and no right under any Award
shall be assignable, alienable, saleable or transferable by a Participant other than by will or pursuant to ‎Section
13(e) and (ii) during a Participant’s lifetime, each Award, and each right under any Award, shall be exercisable only by such
Participant or, if permissible under applicable law, by such Participant’s guardian or legal representative. The provisions of
this ‎Section 13(d) shall not apply to any Award that has been fully exercised or settled,
as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof.


 


(e) A
Participant may designate a Beneficiary or change a previous Beneficiary designation only at such times as prescribed by the Committee,
in its sole discretion, and only by using forms and following procedures approved or accepted by the Committee for that purpose.


 


(f) All
certificates, if any, for Shares and/or other securities delivered under the Plan pursuant to any Award or the exercise or settlement
thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the
rules, regulations and other requirements of the Securities and Exchange Commission, any stock market or exchange upon which such Shares
or other securities are then quoted, traded or listed, and any applicable securities laws, and the Committee may cause a legend or legends
to be put on any such certificates to make appropriate reference to such restrictions.


 






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(g) The
Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the
Plan until (i) all Award conditions have been met or removed to the Committee’s satisfaction, (ii) as determined by the Committee,
all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities laws,
stock market or exchange rules and regulations or accounting or tax rules and regulations and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Committee deems necessary or appropriate to satisfy any applicable
laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Committee determines
is necessary to the lawful issuance and sale of any Shares, will relieve the Company of any liability for failing to issue or sell such
Shares as to which such requisite authority has not been obtained.


 


(h) The
Committee may impose restrictions on any Award with respect to non-competition, non-solicitation, confidentiality and other restrictive
covenants, or requirements to comply with minimum share ownership requirements, as it deems necessary or appropriate in its sole discretion,
which such restrictions may be set forth in any applicable Award Agreement or otherwise.


 


Section
14.Amendments and Terminations.


 


(a) Amendment
or Termination of the Plan. Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award
Agreement or in the Plan, the Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time;
provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without
(i) shareholder approval if such approval is required by applicable law or the rules of the stock market or exchange, if any, on
which the Shares are principally quoted or traded or (ii) subject to ‎Section 5(c)
and ‎Section 12, the consent of the affected Participant, if such action would materially
adversely affect the rights of such Participant under any outstanding Award, except (x) to the extent any such amendment, alteration,
suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock market or exchange rules and
regulations or accounting or tax rules and regulations or (y) to impose any “clawback” or recoupment provisions on any
Awards (including any amounts or benefits arising from such Awards) in accordance with ‎Section
18. Notwithstanding anything to the contrary in the Plan, the Committee may amend the Plan, or create Sub-plans in accordance with ‎Section
4(c), in such manner as may be necessary or desirable to enable the Plan to achieve its stated purposes in any jurisdiction in a tax-efficient
manner and in compliance with local rules and regulations.


 






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(b) Dissolution
or Liquidation. In the event of the dissolution or liquidation of the Company, each Award shall terminate immediately prior to the
consummation of such action, unless otherwise determined by the Committee.


 


(c) Terms
of Awards. The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate
any Award theretofore granted (including by substituting another Award of the same or a different type), prospectively or retroactively,
without the consent of any relevant Participant or holder or Beneficiary of an Award; provided, however, that, subject
to ‎Section 5(c) and ‎Section 12, no
such action shall materially adversely affect the rights of any affected Participant or holder or Beneficiary under any Award theretofore
granted under the Plan, except (x) to the extent any such action is made to cause the Plan or Award to comply with applicable law,
stock market or exchange rules and regulations or accounting or tax rules and regulations, or (y) to impose any “clawback”
or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in accordance with ‎Section
18. The Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition
of events (including the events described in ‎Section 5(c)) affecting the Company, or
the financial statements of the Company, or of changes in applicable laws, regulations or accounting principles, whenever the Committee
determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan.


 


(d) No
Repricing. Except as provided in ‎Section 5(c), the Committee may not, without shareholder
approval, seek to effect any re-pricing of any previously granted “underwater” Option, SAR or similar Award by: (i) amending
or modifying the terms of the Option, SAR or similar Award to lower the exercise price; (ii) cancelling the underwater Option, SAR
or similar Award and granting either (A) replacement Options, SARs or similar Awards having a lower exercise price or (B) Restricted
Shares, RSUs, Performance Awards or Other Share-Based Awards in exchange; or (iii) cancelling or repurchasing the underwater Options,
SARs or similar Awards for cash or other securities. An Option, SAR or similar Award will be deemed to be “underwater” at
any time when the Fair Market Value of the Shares covered by such Award is less than the exercise price of the Award.


 


Section
15.Miscellaneous.


 


(a) No
Employee, Consultant, Non-Employee Director, Participant, or other Person shall have any claim to be granted any Award under the Plan,
and there is no obligation for uniformity of treatment of employees, Participants or holders or Beneficiaries of Awards under the Plan.
The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time
Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available
future grants under the Plan.


 






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(b) The
grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or to continue to provide
services to, the Company or any Affiliate. Further, the Company or any applicable Affiliate may at any time dismiss a Participant, free
from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement or in any
other agreement binding on the parties. The receipt of any Award under the Plan is not intended to confer any rights on the receiving
Participant except as set forth in the applicable Award Agreement.


 


(c) In
the event a Participant’s regular level of time commitment in the performance of his or her services for the Company and any Affiliates
is reduced (for example, and without limitation, if the Participant is an employee of the Company and the Employee has a change in status
from a full-time employee to a part-time employee (or serves as a Consultant or Director) or takes an extended leave of absence) after
the date of grant of any Award to the Participant, the Board may determine, to the extent permitted by applicable law, to (i) make a
corresponding reduction in the number of shares or cash amount subject to any portion of such Award that is scheduled to vest or become
payable after the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting
or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to
any portion of the Award that is so reduced or extended.


 


(d) As
a condition to accepting an Award under the Plan, the Participant agrees to execute any additional documents or instruments necessary
or desirable, as determined in the Committee’s sole discretion, to carry out the purposes or intent of the Award, or facilitate
compliance with securities and/or other regulatory requirements, in each case at the Committee’s request.


 


(e) No
payment pursuant to the Plan shall be taken into account in determining any benefits under any severance, pension, retirement, savings,
profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate, except to the extent otherwise expressly
provided in writing in such other plan or an agreement thereunder.


 


(f) Nothing
contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation
arrangements, including the grant of options and other stock-based awards, and such arrangements may be either generally applicable or
applicable only in specific cases.


 


(e) The
Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan
or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other Awards, other property, net settlement,
or any combination thereof) of applicable withholding taxes due in respect of an Award, its exercise or settlement or any payment or
transfer under such Award or under the Plan and to take such other action (including providing for elective payment of such amounts in
cash or Shares by such Participant) as may be necessary to satisfy all obligations for the payment of such taxes and, unless otherwise
determined by the Committee in its discretion, to the extent such withholding would not result in liability classification of such Award
(or any portion thereof) pursuant to FASB ASC Subtopic 718-10. As a condition to accepting an Award under the Plan, in the event that
the amount of the Company’s and/or its Affiliate’s withholding obligation in connection with such Award was greater than
the amount actually withheld by the Company and/or its Affiliates, each Participant agrees to indemnify and hold the Company and/or its
Affiliates harmless from any failure by the Company and/or its Affiliates to withhold the proper amount.


 






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


 


(h) Neither
the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between
the Company and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company
pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.


 


(i) 
Any reference herein or in an Award Agreement to a “written” agreement or document will include any agreement or document
delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet
(or other shared electronic medium controlled by the Company to which the Participant has access). By accepting any Award the Participant
consents to receive documents by electronic delivery and to participate in the Plan through any on-line electronic system established
and maintained by the Committee’s or another third party selected by the Committee. The form of delivery of any Shares (e.g., a
stock certificate or electronic entry evidencing such shares) shall be determined by the Company.


 


(j) No
fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or other
securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall
be canceled, terminated or otherwise eliminated.


 


(k) Awards
may be granted to Participants who are non-United States nationals or employed or providing services outside the United States, or both,
on such terms and conditions different from those applicable to Awards to Participants who are employed or providing services in the
United States as may, in the judgment of the Committee, be necessary or desirable to recognize differences in local law, tax policy or
custom. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation
with respect to tax equalization for Participants on assignments outside their home country.


 






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Section
16.Effective Date of the Plan. The Plan shall be effective as of the Effective Date.


 


Section
17.Term of the Plan. No Award shall be granted under the Plan after the earliest to occur of (i) the 10-year anniversary
of the Effective Date; (ii) the maximum number of Shares available for issuance under the Plan have been issued; or (iii) the
Board terminates the Plan in accordance with ‎Section 14(a). However, unless otherwise
expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the
authority of the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award, or to waive any conditions or rights
under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date.


 


Section
18.Cancellation or “Clawback” of Awards.


 


(a) The
Committee may specify in an Award Agreement that a Participant’s rights, payments and benefits with respect to an Award shall be
subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise
applicable vesting or performance conditions of an Award. Such events may include a Termination of Service with or without Cause (and,
in the case of any Cause that is resulting from an indictment or other non-final determination, the Committee may provide for such Award
to be held in escrow or abeyance until a final resolution of the matters related to such event occurs, at which time the Award shall
either be reduced, cancelled or forfeited (as provided in such Award Agreement) or remain in effect, depending on the outcome), violation
of material policies, breach of non-competition, non-solicitation, confidentiality or other restrictive covenants, or requirements to
comply with minimum share ownership requirements, that may apply to the Participant, or other conduct by the Participant that is detrimental
to the business or reputation of the Company and/or its Affiliates.


 


(b) The
Committee shall have full authority to implement any policies and procedures necessary to comply with Section 10D of the Exchange Act
and any rules promulgated thereunder and any other regulatory regimes. Notwithstanding anything to the contrary contained herein, any
Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall be subject to any clawback or recoupment
arrangements or policies the Company has in place from time to time, and the Committee may, to the extent permitted by applicable law
and stock exchange rules or by any applicable Company policy or arrangement, and shall, to the extent required, cancel or require reimbursement
of any Awards granted to the Participant or any Shares issued or cash received upon vesting, exercise or settlement of any such Awards
or sale of Shares underlying such Awards.


 


Section
19.Section 409A of the Code. With respect to Awards subject to Section 409A of the Code, the Plan is intended to comply
with the requirements of Section 409A of the Code, and the provisions of the Plan and any Award Agreement shall be interpreted in a manner
that satisfies the requirements of Section 409A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan
or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall
be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything in the Plan to the contrary, if the Board considers
a Participant to be a “specified employee” under Section 409A of the Code at the time of such Participant’s “separation
from service” (as defined in Section 409A of the Code), and any amount hereunder is “deferred compensation” subject
to Section 409A of the Code, any distribution of such amount that otherwise would be made to such Participant with respect to an Award
as a result of such “separation from service” shall not be made until the date that is six months after such “separation
from service,” except to the extent that earlier distribution would not result in such Participant’s incurring interest or
additional tax under Section 409A of the Code. If an Award includes a “series of installment payments” (within the meaning
of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), a Participant’s right to such series of installment payments shall
be treated as a right to a series of separate payments and not as a right to a single payment, and if an Award includes “dividend
equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), a Participant’s right to such dividend
equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding the foregoing, the tax treatment
of the benefits provided under the Plan or any Award Agreement is not warranted or guaranteed, and in no event shall the Company be liable
for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by a Participant on account of non-compliance
with Section 409A of the Code.


 






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Section
20.Successors and Assigns. The terms of the Plan shall be binding upon and inure to the benefit of the Company and any successor
entity, including any successor entity contemplated by ‎Section 12(c).


 


Section
21.Data Protection. In connection with the Plan, the Company may need to process personal data provided by the Participant
to the Company or its Affiliates, third party service providers or others acting on the Company’s behalf. Examples of such personal
data may include, without limitation, the Participant’s name, nationality, account information, social security number or other
applicable identification number, tax number and contact information. The Company may process such personal data in its legitimate business
interests for all purposes relating to the operation and performance of the Plan, including but not limited to:


 


(a) administering
and maintaining Participant records;


 


(b) providing
the services described in the Plan;


 


(c) providing
information to future purchasers or merger partners of the Company or any Affiliate, or the business in which such Participant works;
and


 


(d) responding
to public authorities, court orders and legal investigations, as applicable.


 


For
the purposes of this Plan, the Company may share the Participant’s personal data with (i) Affiliates, (ii) trustees of any
employee benefit trust, (iii) registrars, (iv) brokers, (v) third party administrators of the Plan, (vi) third party service providers
acting on the Company’s behalf to provide the services described above and/or (vii) regulators and others, as required by law.


 


If
necessary, the Company may transfer the Participant’s personal data to any of the parties mentioned above in a country or territory
that may not provide the same protection for the information as the Participant’s home country. Any transfer of the Participant’s
personal data to recipients in a third country will be made subject to appropriate safeguards or applicable derogations provided for
under applicable law. Further information on those safeguards or derogations can be obtained through the contact set forth in the Employee
Privacy Notice (the “Employee Privacy Notice”) that previously has been provided by the Company or its applicable Affiliate
to the Participant. The terms set forth in this ‎Section 21 are supplementary to the terms set forth in the Employee
Privacy Notice (which, among other things, further describes the rights of the Participant with respect to the Participant’s personal
data); provided that, in the event of any conflict between the terms of this ‎Section 21 and the terms of the Employee
Privacy Notice, the terms of this ‎Section 21 shall govern and control in relation to the Plan and any personal data
of the Participant to the extent collected in connection therewith.


 


The
Company will keep personal data collected in connection with the Plan for as long as necessary to operate the Plan or as necessary to
comply with any legal or regulatory requirements.


 


A
Participant has a right to (i) request access to and rectification or erasure of the personal data provided, (ii) request the restriction
of the processing of his or her personal data, (iii) object to the processing of his or her personal data, (iv) receive the personal
data provided to the Company and transmit such data to another party, and (v) to lodge a complaint with a supervisory authority.


 


Section
22.Governing Law. The Plan and each Award Agreement shall be governed by the laws of the State of Delaware, without application
of the conflicts of law principles thereof.


 


 


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