Exhibit 10.12


 


SKILLSOFT CORP.


 


2020 OMNIBUS INCENTIVE PLAN


 


1.     Purpose. The
purpose of the Skillsoft Corp. 2020 Omnibus Incentive Plan is to provide a means through which the Company and the other members of the
Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors
of the Company and the other members of the Company Group can acquire and maintain an equity interest in the Company, or be paid incentive
compensation, including incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment
to the welfare of the Company Group and aligning their interests with those of the Company’s stockholders.


 


2.     Definitions. The
following definitions shall be applicable throughout the Plan.


 


(a)     “Adjustment
Event” has the meaning given to such term in Section 11(a) of the Plan.


 


(b)     “Affiliate”
means any Person that directly or indirectly controls, is controlled by or is under common control with the Company. The term “control”
(including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to
any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting or other securities, by contract or otherwise.


 


(c)     “Applicable
Law” means each applicable law, rule, regulation and requirement, including, but not limited to, each applicable U.S. federal,
state or local law, any rule or regulation of the applicable securities exchange or inter-dealer quotation system on which the securities
of the Company may be listed or quoted and each applicable law, rule or regulation of any other country or jurisdiction where Awards
are granted under the Plan or Participants reside or provide services, as each such laws, rules and regulations shall be in effect
from time to time.


 


(d)     “Award”
means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Unit, Other Equity-Based Award and Cash-Based Incentive Award granted under the Plan.


 


(e)     “Award
Agreement” means the document or documents by which each Award (other than a Cash-Based Incentive Award) is evidenced, which
may be in written or electronic form.


 


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


 


(g)     “Cash-Based
Incentive Award” means an Award, denominated in cash, that is granted under Section 10 of the Plan.


 


 






     


     


    

 


(h)     “Cause”
means, as to any Participant, unless the applicable Award Agreement states otherwise, (i) “Cause,” as defined in any
employment, severance, consulting or other similar agreement between the Participant and the Service Recipient in effect at the time of
such Termination; or (ii) in the absence of any such employment, severance, consulting or other similar agreement (or the absence
of any definition of “Cause” contained therein), the Participant’s (A) willful neglect in the performance of the
Participant’s duties for the Service Recipient or willful or repeated failure or refusal to perform such duties; (B) engagement
in conduct in connection with the Participant’s employment or service with the Service Recipient, which results in, or could reasonably
be expected to result in, material harm to the business or reputation of the Service Recipient or any other member of the Company Group;
(C) conviction of, or plea of guilty or no contest to, (I) any felony or (II) any other crime that results in, or could
reasonably be expected to result in, material harm to the business or reputation of the Service Recipient or any other member of the Company
Group; (D) (i) the disclosure or misuse of confidential information (including, but limited to, pursuant to the Proprietary
Information and Inventions Agreement) or (ii) material violation of the written policies of the Service Recipient, including, but
not limited to, those relating to sexual harassment, or those set forth in the manuals or statements of policy of the Service Recipient;
(E) fraud or misappropriation, embezzlement or misuse of funds or property belonging to the Service Recipient or any other member
of the Company Group; or (F) act of personal dishonesty that involves personal profit in connection with the Participant’s
employment or service to the Service Recipient; provided, in any case, that a Participant’s resignation after an event
that would be grounds for a Termination for Cause will be treated as a Termination for Cause hereunder.


 


(i)     “Change
in Control” means:


 


(i)     the
acquisition (whether by purchase, merger, consolidation, combination or other similar transaction) by any Person of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% (on a fully diluted basis) of either (A) the
Outstanding Common Stock; or (B) the Outstanding Company Voting Securities; provided, however, that for purposes of the
Plan, the following acquisitions shall not constitute a Change in Control: (I) any acquisition by the Company or any Affiliate; (II) any
acquisition by any employee benefit plan sponsored or maintained by the Company or any Affiliate; or (III) in respect of an Award
held by a particular Participant, any acquisition by the Participant or any group of Persons including the Participant (or any entity
controlled by the Participant or any group of Persons including the Participant);


 


(ii)     during
any period of 12 months, individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the Effective
Date, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board
(either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director,
without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially
elected or nominated as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12
of Regulation 14A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened
solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;


 






     


     


    

 


(iii)     the
consummation of a reorganization, recapitalization, merger, consolidation, or similar corporate transaction involving the Company that
requires the approval of the Company’s stockholders (a “Business Combination”), unless immediately following
such Business Combination: more than 50% of the total voting power of (A) the entity resulting from such Business Combination (the
 “Surviving Company”), or (B) if applicable, the ultimate parent entity that directly or indirectly has beneficial
ownership of sufficient voting securities eligible to elect a majority of the board of directors (or the analogous governing body) of
the Surviving Company, is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business
Combination (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted pursuant
to such Business Combination); or


 


(iv)     the
sale, transfer or other disposition of all or substantially all of the assets of the Company Group (taken as a whole) to any Person that
is not an Affiliate of the Company.


 


(j)     “Code”
means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code shall
be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to
such section, regulations or guidance.


 


(k)     “Committee”
means the Compensation Committee of the Board or any properly delegated subcommittee thereof or, if no such Compensation Committee or
subcommittee thereof exists, the Board.


 


(l)     “Common
Stock” means the Class A common stock of the Company, par value $0.0001 per share (and any stock or other securities into
which such Common Stock may be converted or into which it may be exchanged).


 


(m)     “Company”
means Skillsoft Corp., a Delaware corporation, and any successor thereto.


 


(n)     “Company
Group” means, collectively, the Company and its Subsidiaries.


 


(o)     “Date
of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization.


 


(p)     “Designated
Foreign Subsidiaries” means all members of the Company Group that are organized under the laws of any jurisdiction other than
the United States of America.


 






     


     


    

 


(q)     “Disability”
means, as to any Participant, unless the applicable Award Agreement states otherwise, (i) “Disability,” as defined in
any employment, severance, consulting or other similar agreement between the Participant and the Service Recipient in effect at the time
of such Termination; or (ii) in the absence of any such employment, severance, consulting or other similar agreement (or the absence
of any definition of “Disability” contained therein), a condition entitling the Participant to receive benefits under a long-term
disability plan of the Service Recipient or other member of the Company Group in which such Participant is eligible to participate, or,
in the absence of such a plan, the complete and permanent inability of the Participant by reason of illness or accident to perform the
duties of the position at which the Participant was employed or served when such disability commenced. Any determination of whether Disability
exists in the absence of a long-term disability plan shall be made by the Company (or its designee) in its sole and absolute discretion.


 


(r)     “Effective
Date” means the closing date of the transactions contemplated under that certain merger agreement, dated as of October 12,
2020, by and between the Company and Software Luxembourg Holding S.A.


 


(s)     “Eligible
Person” means: any (i) individual employed by any member of the Company Group; (ii) director or officer of any member
of the Company Group; or (iii) consultant or advisor to any member of the Company Group who may be offered securities registrable
pursuant to a registration statement on Form S-8 under the Securities Act, who, in the case of each of clauses (i) through (iii) above,
has entered into an Award Agreement or who has received written notification from the Committee or its designee that they have been selected
to participate in the Plan.


 


(t)     “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto. Reference in the Plan to any section
of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance
under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.


 


(u)     “Exercise
Price” has the meaning given to such term in Section 7(b) of the Plan.


 


(v)     “Fair
Market Value” means, as of any applicable date,


 


(i)     if
the Common Stock is listed on a national securities exchange, the closing sales price of the Common Stock reported on the primary exchange
on which the Common Stock is listed and traded on such date, or, if there are no such sales on that date, then on the last preceding date
on which such sales were reported;


 


(ii)     if
the Common Stock is not listed on any national securities exchange but is quoted in an inter-dealer quotation system on a last-sale basis,
the average between the closing bid price and ask price reported on such date, or, if there is no such sale on that date, then on the
last preceding date on which a sale was reported; or


 






     


     


    

 


(iii)     if
the Common Stock is not listed on a national securities exchange or quoted in an inter-dealer quotation system on a last-sale basis, the
amount determined by the Committee in good faith to be the fair market value of the Common Stock.


 


(w)     “GAAP”
means generally accepted accounting principles.


 


(x)     “Immediate
Family Members” has the meaning given to such term in Section 13(b)(ii) of the Plan.


 


(y)     “Incentive
Stock Option” means an Option which is designated by the Committee as an incentive stock option as described in Section 422
of the Code and otherwise meets the requirements set forth in the Plan.


 


(z)     “Indemnifiable
Person” has the meaning given to such term in Section 4(e) of the Plan.


 


(aa)     “Non-Employee
Director” means a member of the Board who is not an employee of any member of the Company Group.


 


(bb)     “Nonqualified
Stock Option” means an Option which is not designated by the Committee as an Incentive Stock Option.


 


(cc)     “Option”
means an Award granted under Section 7 of the Plan.


 


(dd)     “Option
Period” has the meaning given to such term in Section 7(c)(ii) of the Plan.


 


(ee)     “Other
Equity-Based Award” means an Award that is not an Option, Cash-Based Incentive Award, Restricted Stock or Restricted Stock Unit,
that is granted under Section 9 of the Plan and is (i) payable by delivery of Common Stock and/or (ii) measured by reference
to the value of Common Stock.


 


(ff)     “Outstanding
Common Stock” means the then-outstanding shares of Common Stock, taking into account as outstanding for this purpose such Common
Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, the exercise of any similar right
to acquire such Common Stock, and the exercise or settlement of then-outstanding Awards (or similar awards under any prior incentive plans
maintained by the Company).


 


(gg)     “Outstanding
Company Voting Securities” means the combined voting power of the then-outstanding voting securities of the Company entitled
to vote generally in the election of directors.


 


(hh)     “Participant”
means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to the Plan.


 






     


     


    

 


(ii)     “Performance
Conditions” means specific levels of performance of the Company (and/or one or more members of the Company Group, divisions
or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of
the foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis on, without limitation, the following measures:
(i) net earnings, net income (before or after taxes), or consolidated net income; (ii) basic or diluted earnings per share (before
or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross
profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return
on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not
limited to, operating cash flow, free cash flow, or cash flow return on capital), which may be but are not required to be measured on
a per share basis; (viii) actual or adjusted earnings before or after interest, taxes, depreciation, and/or amortization (including
EBIT and EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited
to, growth measures and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense
savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets;
(xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales;
(xix) stockholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention;
(xxiii) objective measures of personal targets, goals, or completion of projects (including, but not limited to, succession and hiring
projects, completion of specific acquisitions, dispositions, reorganizations, or other corporate transactions or capital-raising transactions,
expansions of specific business operations, and meeting divisional or project budgets); (xxiv) comparisons of continuing operations
to other operations; (xxv) market share; (xxvi) cost of capital, debt leverage, year-end cash position or book value; (xxvii) strategic
objectives; (xxviii) gross or net authorizations; (xxix) backlog; or (xxx) any combination of the foregoing. Any one or
more of the aforementioned performance criteria may be stated as a percentage of another performance criteria, or used on an absolute
or relative basis to measure the performance of one or more members of the Company Group as a whole or any divisions or operational and/or
business units, product lines, brands, business segments, or administrative departments of the Company and/or one or more members
of the Company Group or any combination thereof, as the Committee may deem appropriate, or any of the above performance criteria may be
compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole
discretion, deems appropriate, or as compared to various stock market indices.


 


(jj)     “Permitted
Transferee” has the meaning given to such term in Section 13(b)(ii) of the Plan.


 


(kk)     “Person”
means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).


 


(ll)     “Plan”
means this Skillsoft Corp. 2020 Omnibus Incentive Plan, as it may be amended and/or restated from time to time.


 






     


     


    

 


(mm)     “Plan Share
Reserve” has the meaning given to such term in Section 6(a) of the Plan.


 


(nn)     “Qualifying
Director” means a Person who is, with respect to actions intended to obtain an exemption from Section 16(b) of the
Exchange Act pursuant to Rule 16b-3 under the Exchange Act, a “non-employee director” within the meaning of Rule 16b-3
under the Exchange Act.


 


(oo)     “Restricted
Period” means the period of time determined by the Committee during which an Award is subject to restrictions, including vesting
conditions.


 


(pp)     “Restricted
Stock” means Common Stock, subject to certain specified restrictions (which may include, without limitation, a requirement that
the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 8
of the Plan.


 


(qq)     “Restricted
Stock Unit” means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or other property,
subject to certain restrictions (which may include, without limitation, a requirement that the Participant remain continuously employed
or provide continuous services for a specified period of time), granted under Section 8 of the Plan.


 


(rr)     “Securities
Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of (or rule promulgated
under) the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule,
and any amendments or successor provisions to such section, rules, regulations or guidance.


 


(ss)     “Service
Recipient” means, with respect to a Participant holding a given Award, the member of the Company Group by which the original
recipient of such Award is, or following a Termination was most recently, principally employed or to which such original recipient provides,
or following a Termination was most recently providing, services, as applicable.


 


(tt)     “SAR
Base Price” means, as to any Stock Appreciation Right, the price per share of Common Stock designated as the base value above
which appreciation in value is measured, which price shall not be less than the Fair Market Value of a share of Common Stock on the Date
of Grant.


 


(uu)     “Stock
Appreciation Right” or “SAR” means an Other-Equity Based Award designated in an applicable Award Agreement
as a stock appreciation right.


 


(vv)     “Sub-Plans”
means any sub-plan to the Plan that has been adopted by the Board or the Committee for the purpose of permitting or facilitating the offering
of Awards to employees of certain Designated Foreign Subsidiaries or otherwise outside the jurisdiction of the United States of America,
with each such Sub-Plan designed to comply with Applicable Law in such foreign jurisdictions. Although any Sub-Plan may be designated
a separate and independent plan from the Plan in order to comply with Applicable Law, the Plan Share Reserve and the other limits
specified in Section 6(a) of the Plan shall apply in the aggregate to the Plan and any Sub-Plan adopted hereunder.


 






     


     


    

 


(ww)     “Subsidiary”
means, with respect to any specified Person:


 


(i)     any
corporation, association or other business entity of which more than 50% of the total voting power of shares of such entity’s voting
securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’
agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or
more of the other Subsidiaries of that Person (or a combination thereof); and


 


(ii)     any
partnership (or any comparable foreign entity) (A) the sole general partner (or functional equivalent thereof) or the managing general
partner of which is such Person or Subsidiary of such Person or (B) the only general partners (or functional equivalents thereof)
of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


(xx)     “Substitute
Awards” has the meaning given to such term in Section 6(e) of the Plan.


 


(yy)     “Termination”
means the termination of a Participant’s employment or service, as applicable, with the Service Recipient for any reason (including
death or Disability).


 


3.     Effective
Date; Duration. The Plan shall be effective as of the Effective Date. The expiration date of the Plan, on and after which date no
Awards may be granted hereunder, shall be the 10th anniversary of the Effective Date; provided, however, that such expiration
shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards.


 


4.     Administration.


 


(a)     General. The
Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange
Act (if the Board is not acting as the Committee under the Plan) it is intended that each member of the Committee shall, at the time such
member takes any action with respect to an Award under the Plan that is intended to qualify for the exemptions provided by Rule 16b-3
promulgated under the Exchange Act be a Qualifying Director. However, the fact that a Committee member shall fail to qualify as a Qualifying
Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.


 


(b)     Committee
Authority. Subject to the provisions of the Plan and Applicable Law, the Committee shall have the sole and plenary authority,
in addition to other express powers and authorizations conferred on the Committee by the Plan, to (i) designate Participants; (ii) determine
the type or types of Awards to be granted to a Participant; (iii) determine the number of shares of Common Stock 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; (v) determine whether, to what extent, and under what circumstances Awards may be settled in, or exercised
for, cash, shares of Common Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method
or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent,
and under what circumstances the delivery of cash, shares of Common Stock, other securities, other Awards, or other property and other
amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of the Committee;
(vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any
instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules and
regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; (ix) adopt
Sub-Plans; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the
administration of the Plan.


 






     


     


    

 


(c)     Delegation. Except
to the extent prohibited by Applicable Law, the Committee may allocate all or any portion of its responsibilities and powers to any one
or more of its members and may delegate all or any part of its responsibilities and powers to any Person or Persons selected by it. Any
such allocation or delegation may be revoked by the Committee at any time. Without limiting the generality of the foregoing, the Committee
may delegate to one or more officers of any member of the Company Group, the authority to act on behalf of the Committee with respect
to any matter, right, obligation, or election which is the responsibility of, or which is allocated to, the Committee herein, and which
may be so delegated in accordance with Applicable Law, except with respect to grants of Awards to Persons (i) who are Non-Employee
Directors, or (ii) who are subject to Section 16 of the Exchange Act.


 


(d)     Finality
of Decisions. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions
under or with respect to the Plan, any Award or any Award Agreement shall be within the sole discretion of the Committee, may be made
at any time and shall be final, conclusive and binding upon all Persons, including, without limitation, any member of the Company Group,
any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.


 


(e)     Indemnification. No
member of the Board or the Committee or any employee or agent of any member of the Company Group (each such Person, an “Indemnifiable
Person”) shall be liable for any action taken or omitted to be taken or any determination made with respect to the Plan or any
Award hereunder (unless constituting fraud or a willful criminal act or omission). Each Indemnifiable Person shall be indemnified and
held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed
upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable
Person may be a party or in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken or determination
made with respect to the Plan or any Award hereunder and against and from any and all amounts paid by such Indemnifiable Person with the
Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action,
suit or proceeding against such Indemnifiable Person, and the Company shall advance to such Indemnifiable Person any such expenses promptly
upon written request (which request shall include an undertaking by the Indemnifiable Person to repay the amount of such advance if it
shall ultimately be determined, as provided below, that the Indemnifiable Person is not entitled to be indemnified); provided,
that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company
gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s
choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or
other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts,
omissions or determinations of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s
fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by Applicable Law or by the organizational
documents of any member of the Company Group. The foregoing right of indemnification shall not be exclusive of or otherwise supersede
any other rights of indemnification to which such Indemnifiable Persons may be entitled under (i) the organizational documents of
any member of the Company Group, (ii) pursuant to Applicable Law, (iii) an individual indemnification agreement or contract
or otherwise, or (iv) any other power that the Company may have to indemnify such Indemnifiable Persons or hold such Indemnifiable
Persons harmless.


 






     


     


    

 


(f)     Board
Authority. Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time
and from time to time, grant Awards and administer the Plan with respect to such Awards. Any such actions by the Board shall be subject
to the applicable rules of the securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted.
In any such case, the Board shall have all the authority granted to the Committee under the Plan.


 


5.     Grants
of Awards; Eligibility. The Committee may, from time to time, grant Awards to one or more Eligible Persons. Participation in
the Plan shall be limited to Eligible Persons.


 


6.     Shares
Subject to the Plan; Limitations.


 


(a)     Share
Reserve. Subject to Section 11 of the Plan, 13,105,902 shares of Common Stock (the “Plan Share Reserve”)
shall be available for Awards under the Plan. Each Award granted under the Plan will reduce the Plan Share Reserve by the number
of shares of Common Stock underlying the Award. The aggregate number of shares of Common Stock that may be delivered pursuant to the Plan
as specified in this Section 6(a) will automatically increase on January 1 of each year, for a period of not more than
ten (10) years, commencing on January 1 of the year following the year in which the Effective Date occurs and ending on (and
including) January 1, 2031, in an amount equal to five percent (5%) of the total number of shares of Common Stock outstanding on
December 31 of the preceding calendar year. Notwithstanding the foregoing, the Committee may act prior to January 1 of a given
year to provide that there will be no January 1 increase for such year or that the increase for such year will be a lesser number
of shares of Common Stock than provided herein.


 






     


     


    

 


(b)     Additional
Limits. Subject to Section 11 of the Plan, (i) no more than the number of shares of Common Stock equal to the Plan
Share Reserve may be issued in the aggregate pursuant to the exercise of Incentive Stock Options granted under the Plan; and (ii) notwithstanding
any provision to the contrary in the Plan or in any policy of the Company regarding Non-Employee Director compensation, in no event shall
the aggregate grant date fair value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting
Standards Codification Topic 718, or any successor thereto) of all equity-based Awards and any other cash compensation paid to any Non-Employee
Director in any calendar year, exceed $750,000, increased to $1,000,000 in the year in which such Non-Employee Director initially joins
the Board.


 


(c)     Share
Counting. Other than with respect to Substitute Awards, to the extent that an Award expires or is canceled, forfeited, or terminated
without issuance to the Participant of the full number of shares of Common Stock to which the Award related, the unissued shares underlying
such Award will be returned to the Plan Share Reserve and again be available for grant under the Plan. Shares of Common Stock shall
not be deemed to have been issued in settlement of Awards if the Fair Market Value equivalent of such shares is paid in cash. Shares of
Common Stock withheld in payment of the Exercise Price or taxes relating to an Award and shares equal to the number of shares of Common
Stock surrendered in payment of any Exercise Price, SAR Base Price, or taxes relating to an Award shall constitute shares of Common Stock
issued to the Participant and shall reduce the Plan Share Reserve.


 


(d)     Source
of Shares. Shares of Common Stock issued by the Company in settlement of Awards may be authorized and unissued shares, shares
of Common Stock held in the treasury of the Company, shares of Common Stock purchased on the open market or by private purchase or a combination
of the foregoing.


 


(e)     Substitute
Awards. Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for,
outstanding awards previously granted by an entity directly or indirectly acquired by the Company or with which the Company combines (“Substitute
Awards”). Substitute Awards shall not be counted against the Plan Share Reserve; provided, that Substitute
Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as “incentive
stock options” within the meaning of Section 422 of the Code shall be counted against the aggregate number of shares of Common
Stock available for Awards of Incentive Stock Options under the Plan. Subject to applicable stock exchange requirements, available shares
under a stockholder-approved plan of an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately
adjusted to reflect the acquisition or combination transaction) may be used for Awards under the Plan and shall not reduce the number
of shares of Common Stock available for issuance under the Plan.


 






     


     


    

 


7.     Options.


 


(a)     General. Each
Option granted under the Plan shall be evidenced by an Award Agreement, which agreement need not be the same for each Participant. Each
Option so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with
the Plan as may be reflected in the applicable Award Agreement. All Options granted under the Plan shall be Nonqualified Stock Options
unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive Stock Options
shall be granted only to Eligible Persons who are employees of a member of the Company Group, and no Incentive Stock Option shall be granted
to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive
Stock Option unless the Plan has been approved by the stockholders of the Company in a manner intended to comply with the stockholder
approval requirements of Section 422(b)(1) of the Code; provided, that any Option intended to be an Incentive Stock
Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated
as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions
of such grant shall be subject to, and comply with, such rules as may be prescribed by Section 422 of the Code. If for any reason
an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the
extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted
under the Plan.


 


(b)     Exercise
Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the exercise price (“Exercise
Price”) per share of Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share; provided,
however, that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns stock
representing more than 10% of the voting power of all classes of stock of any member of the Company Group, the Exercise Price per share
shall be no less than 110% of the Fair Market Value per share.


 


(c)     Vesting
and Expiration; Termination.


 


(i)     Options
shall vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee,
including, without limitation, satisfaction of Performance Conditions; provided, however, that notwithstanding any such vesting
dates or events, the Committee may in its sole discretion accelerate the vesting of any Options at any time and for any reason.


 


(ii)     Options
shall expire upon a date determined by the Committee, not to exceed 10 years from the Date of Grant (the “Option Period”).
Notwithstanding the foregoing, in no event shall the Option Period exceed five years from the Date of Grant in the case of an Incentive
Stock Option granted to a Participant who on the Date of Grant owns stock representing more than 10% of the voting power of all classes
of stock of any member of the Company Group.


 






     


     


    

 


(iii)     Unless
otherwise provided by the Committee, whether in an Award Agreement or otherwise, in the event of: (A) a Participant’s Termination
by the Service Recipient for Cause, all outstanding Options granted to such Participant shall immediately terminate and expire; (B) a
Participant’s Termination due to death or Disability, each outstanding unvested Option granted to such Participant shall immediately
terminate and expire, and each outstanding vested Option shall remain exercisable for one year thereafter (but in no event beyond the
expiration of the Option Period); and (C) a Participant’s Termination for any other reason, each outstanding unvested Option
granted to such Participant shall immediately terminate and expire, and each outstanding vested Option shall remain exercisable for 90 days
thereafter (but in no event beyond the expiration of the Option Period).


 


(d)     Method
of Exercise and Form of Payment. No shares of Common Stock shall be issued pursuant to any exercise of an Option until payment
in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any Federal,
state, local and non-U.S. income, employment and any other applicable taxes that are statutorily required to be withheld as determined
in accordance with Section 13(d) hereof. Options which have become exercisable may be exercised by delivery of written or electronic
notice of exercise to the Company in accordance with the terms of the Option accompanied by payment of the Exercise Price. The Exercise
Price shall be payable: (i) in cash, check, cash equivalent and/or shares of Common Stock valued at the Fair Market Value at the
time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient
number of shares of Common Stock in lieu of actual issuance of such shares to the Company); provided, that such shares of
Common Stock are not subject to any pledge or other security interest and have been held by the Participant for at least six months
(or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying GAAP;
or (ii) by such other method as the Committee may permit, in its sole discretion, including, without limitation (A) in other
property having a fair market value on the date of exercise equal to the Exercise Price; (B) if there is a public market for the
shares of Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered
a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise issuable upon the exercise of the Option
and to deliver promptly to the Company an amount equal to the Exercise Price; or (C) a “net exercise” procedure effected
by withholding the number of shares of Common Stock otherwise issuable in respect of an Option that are needed to pay the Exercise Price
and the maximum Federal, state, local and non-U.S. income, employment and any other applicable taxes that are statutorily required to
be withheld as determined in accordance with Section 13(d) hereof. Any fractional shares of Common Stock shall be settled in
cash.


 


(e)     Notification
upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under the Plan
shall, if requested by the Company, notify the Company in writing immediately after the date the Participant makes a disqualifying disposition
of any shares of Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition
(including, without limitation, any sale) of such shares of Common Stock before the later of (i) the date that is two years
after the Date of Grant of the Incentive Stock Option or (ii) the date that is one year after the date of exercise of the Incentive
Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by the Committee, retain possession,
as agent for the applicable Participant, of any shares of Common Stock acquired pursuant to the exercise of an Incentive Stock Option
until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to
the sale of such shares of Common Stock.


 


(f)     Compliance
With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner
which the Committee determines would violate the Sarbanes-Oxley Act of 2002, as it may be amended from time to time, or any other Applicable
Law.


 






     


     


    

 


8.     Restricted
Stock and Restricted Stock Units.


 


(a)     General. Each
grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement. Each Restricted Stock and Restricted Stock
Unit so granted shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with
the Plan as may be reflected in the applicable Award Agreement.


 


(b)     Stock
Certificates and Book-Entry; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, the Committee shall cause a stock
certificate registered in the name of the Participant to be issued or shall cause share(s) of Common Stock to be registered in the
name of the Participant and held in book-entry form subject to the Company’s directions and, if the Committee determines that the
Restricted Stock shall be held by the Company or in escrow rather than issued to the Participant pending the release of the applicable
restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement
satisfactory to the Committee, if applicable and (ii) the appropriate stock power (endorsed in blank) with respect to the Restricted
Stock covered by such agreement. Subject to the restrictions set forth in this Section 8, Section 13(b) of the Plan and
the applicable Award Agreement, a Participant generally shall have the rights and privileges of a stockholder as to shares of Restricted
Stock, including, without limitation, the right to vote such Restricted Stock. To the extent shares of Restricted Stock are forfeited,
any stock certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant
to such shares and as a stockholder with respect thereto shall terminate without further obligation on the part of the Company. A Participant
shall have no rights or privileges as a stockholder as to Restricted Stock Units.


 


(c)     Vesting;
Termination.


 


(i)     Restricted
Stock and Restricted Stock Units shall vest, and any applicable Restricted Period shall lapse, in such manner and on such date or dates
or upon such event or events as determined by the Committee, including, without limitation, satisfaction of Performance Conditions; provided,
however, that, notwithstanding any such dates or events, the Committee may, in its sole discretion, accelerate the vesting of any
Restricted Stock or Restricted Stock Unit or the lapsing of any applicable Restricted Period at any time and for any reason.


 






     


     


    

 


(ii)     Unless
otherwise provided by the Committee, whether in an Award Agreement or otherwise, in the event of a Participant’s Termination for
any reason prior to the time that such Participant’s Restricted Stock or Restricted Stock Units, as applicable, have vested, (A) all
vesting with respect to such Participant’s Restricted Stock or Restricted Stock Units, as applicable, shall cease and (B) unvested
shares of Restricted Stock and unvested Restricted Stock Units, as applicable, shall be forfeited to the Company by the Participant for
no consideration as of the date of such Termination.


 


(d)     Issuance
of Restricted Stock and Settlement of Restricted Stock Units.


 


(i)     Upon
the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable Award
Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If
an escrow arrangement is used, upon such expiration, the Company shall issue to the Participant, or the Participant’s beneficiary,
without charge, the stock certificate (or, if applicable, a notice evidencing a book-entry notation) evidencing the shares of Restricted
Stock which have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest full
share).


 


(ii)     Unless
otherwise provided by the Committee in an Award Agreement or otherwise, upon the expiration of the Restricted Period with respect to any
outstanding Restricted Stock Units, the Company shall issue to the Participant or the Participant’s beneficiary, without charge,
one share of Common Stock (or other securities or other property, as applicable) for each such outstanding Restricted Stock Unit; provided,
however, that the Committee may, in its sole discretion, elect to (A) pay cash or part cash and part shares of Common Stock in
lieu of issuing only shares of Common Stock in respect of such Restricted Stock Units; or (B) defer the issuance of shares of Common
Stock (or cash or part cash and part shares of Common Stock, as the case may be) beyond the expiration of the Restricted Period if such
extension would not cause adverse tax consequences under Section 409A of the Code. If a cash payment is made in lieu of issuing shares
of Common Stock in respect of such Restricted Stock Units, the amount of such payment shall be equal to the Fair Market Value per share
of the Common Stock as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units.


 


(e)     Legends
on Restricted Stock. Each certificate, if any, or book entry representing Restricted Stock awarded under the Plan, if any, shall
bear a legend or book entry notation substantially in the form of the following, in addition to any other information the Company deems
appropriate, until the lapse of all restrictions with respect to such shares of Common Stock:


 






     


     


    

 


TRANSFER OF THIS CERTIFICATE AND THE
SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE SKILLSOFT CORP. 2020 OMNIBUS INCENTIVE PLAN AND A RESTRICTED STOCK
AWARD AGREEMENT BETWEEN SKILLSOFT CORP. AND THE PARTICIPANT. A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE
OFFICES OF SKILLSOFT CORP.


 


9.     Other
Equity-Based Awards. The Committee may grant Other Equity-Based Awards under the Plan to Eligible Persons, alone or in tandem
with other Awards, in such amounts and dependent on such conditions as the Committee shall from time to time in its sole discretion determine,
including, without limitation, satisfaction of Performance Conditions. Each Other Equity-Based Award granted under the Plan shall be evidenced
by an Award Agreement and shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable Award
Agreement.


 


10.     Cash-Based
Incentive Awards. The Committee may grant Cash-Based Incentive Awards under the Plan to any Eligible Person, in such amounts
and dependent on such conditions as the Committee shall from time to time in its sole discretion determine, including, without limitation,
satisfaction of Performance Conditions. Each Cash-Based Incentive Award granted under the Plan shall be evidenced in such form as the
Committee may determine from time to time.


 


11.     Changes
in Capital Structure and Similar Events. Notwithstanding any other provision in the Plan to the contrary, the following provisions
shall apply to all Awards granted hereunder (other than Cash-Based Incentive Awards):


 


(a)     General. In
the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of Common
Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, split-off, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance
of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate transaction
or event that affects the shares of Common Stock (including a Change in Control); or (ii) unusual or nonrecurring events affecting
the Company, including changes in applicable rules, rulings, regulations or other requirements, that the Committee determines, in its
sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, Participants
(any event in (i) or (ii), an “Adjustment Event”), the Committee shall, in respect of any such Adjustment Event,
make such proportionate substitution or adjustment, if any, as it deems equitable, to any or all of (A) the Plan Share Reserve,
or any other limit applicable under the Plan with respect to the number of Awards which may be granted hereunder; (B) the number
of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) which may be issued
in respect of Awards or with respect to which Awards may be granted under the Plan or any Sub-Plan; and (C) the terms of any outstanding
Award, including, without limitation, (I) the number of shares of Common Stock or other securities of the Company (or number and
kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate; (II) the Exercise
Price or SAR Base Price with respect to any Option or SAR, as applicable, or any amount payable as a condition of issuance of shares of
Common Stock (in the case of any other Award); or (III) any applicable performance measures; provided, that in the case
of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification
Topic 718 (or any successor pronouncement thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding
Awards to reflect such equity restructuring.


 






     


     


    

 


(b)     Change
in Control. Without limiting the foregoing, in connection with any Adjustment Event that is a Change in Control, the Committee
may, in its sole discretion, provide for any one or more of the following:


 


(i)     substitution
or assumption of, acceleration of the vesting of, exercisability of, or lapse of restrictions on, any one or more outstanding Awards;
and


 


(ii)     cancellation
of any one or more outstanding Awards and payment to the holders of such Awards that are vested as of such cancellation (including, without
limitation, any Awards that would vest as a result of the occurrence of such event but for such cancellation or for which vesting is accelerated
by the Committee in connection with such event pursuant to clause (i) above), the value of such Awards, if any, as determined by
the Committee (which value, if applicable, may be based upon the price per share of Common Stock received or to be received by other stockholders
of the Company in such event), including, without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount
equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Common Stock subject
to such Option or SAR over the aggregate Exercise Price or SAR Base Price of such Option or SAR (it being understood that, in such event,
any Option or SAR having a per share Exercise Price or SAR Base Price equal to, or in excess of, the Fair Market Value of a share of Common
Stock subject thereto may be canceled and terminated without any payment or consideration therefor).


 


For purposes of clause (i) above,
an award will be considered granted in substitution of an Award if it has an equivalent value (as determined consistent with clause (ii) above)
with the original Award, whether designated in securities of the acquiror in such Change in Control transaction (or an Affiliate thereof),
or in cash or other property (including in the same consideration that other stockholders of the Company receive in connection with such
Change in Control transaction), and retains the vesting schedule applicable to the original Award.


 


Payments to holders pursuant
to clause (ii) above shall be made in cash or, in the sole discretion of the Committee, in the form of such other consideration necessary
for a Participant to receive property, cash, or securities (or combination thereof) as such Participant would have been entitled to receive
upon the occurrence of the transaction if the Participant had been, immediately prior to such transaction, the holder of the number of
shares of Common Stock covered by the Award at such time (less any applicable Exercise Price or SAR Base Price).


 






     


     


    

 


(c)     Other
Requirements. Prior to any payment or adjustment contemplated under this Section 11, the Committee may require a Participant
to (i) represent and warrant as to the unencumbered title to the Participant’s Awards; (ii) bear such Participant’s
pro rata share of any post-closing indemnity obligations, and be subject to the same post-closing purchase price adjustments, escrow
terms, offset rights, holdback terms, and similar conditions as the other holders of Common Stock, subject to any limitations or reductions
as may be necessary to comply with Section 409A of the Code; and (iii) deliver customary transfer documentation as reasonably
determined by the Committee.


 


(d)     Fractional
Shares. Any adjustment provided under this Section 11 may provide for the elimination of any fractional share that might
otherwise become subject to an Award.


 


(e)     Binding
Effect. Any adjustment, substitution, determination of value or other action taken by the Committee under this Section 11
shall be conclusive and binding for all purposes.


 


12.     Amendments
and Termination.


 


(a)     Amendment
and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at
any time; provided, that no such amendment, alteration, suspension, discontinuance or termination shall be made without stockholder
approval if (i) such approval is required under Applicable Law; (ii) it would materially increase the number of securities which
may be issued under the Plan (except for increases pursuant to Section 6(e) or 11 of the Plan); or (iii) it would materially
modify the requirements for participation in the Plan; provided, further, that any such amendment, alteration, suspension,
discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of
any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.
Notwithstanding the foregoing, no amendment shall be made to Section 12(c) of the Plan without stockholder approval.


 


(b)     Amendment
of Award Agreements. The Committee may, to the extent consistent with the terms of the Plan and any applicable Award Agreement,
waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted
or the associated Award Agreement, prospectively or retroactively (including after a Participant’s Termination); provided,
that, other than pursuant to Section 11, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination
that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that
extent be effective without the consent of the affected Participant.


 


(c)     No
Repricing. Notwithstanding anything in the Plan to the contrary, without stockholder approval, except as otherwise permitted
under Section 11 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the SAR Base Price
of any SAR; (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR (with a lower
Exercise Price or SAR Base Price, as the case may be) or other Award or cash payment that is greater than the intrinsic value (if any)
of the cancelled Option or SAR; and (iii) the Committee may not take any other action which is considered a “repricing”
for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which the securities
of the Company are listed or quoted.


 






     


     


    

 


13.     General.


 


(a)     Award
Agreements. Each Award (other than a Cash-Based Incentive Award) under the Plan shall be evidenced by an Award Agreement, which
shall be delivered to the Participant to whom such Award was granted and shall specify the terms and conditions of the Award and any rules applicable
thereto, including, without limitation, the effect on such Award of the death, Disability or Termination of a Participant, or of such
other events as may be determined by the Committee. For purposes of the Plan, an Award Agreement may be in any such form (written or electronic)
as determined by the Committee (including, without limitation, a Board or Committee resolution, an employment agreement, a notice, a certificate
or a letter) evidencing the Award. The Committee need not require an Award Agreement to be signed by the Participant or a duly authorized
representative of the Company.


 


(b)     Nontransferability.


 


(i)     Each
Award shall be exercisable only by such Participant to whom such Award was granted during the Participant’s lifetime, or, if permissible
under Applicable Law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached,
sold or otherwise transferred or encumbered by a Participant (unless such transfer is specifically required pursuant to a domestic relations
order or by Applicable Law) other than by will or by the laws of descent and distribution and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against any member of the Company Group; provided,
that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.


 


(ii)     Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant,
without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve
the purposes of the Plan, to (A) any person who is a “family member” of the Participant, as such term is used in the
instructions to Form S-8 under the Securities Act or any successor form of registration statement promulgated by the Securities and
Exchange Commission (collectively, the “Immediate Family Members”); (B) a trust solely for the benefit of the
Participant and the Participant’s Immediate Family Members; (C) a partnership or limited liability company whose only partners
or stockholders are the Participant and the Participant’s Immediate Family Members; or (D) a beneficiary to whom donations
are eligible to be treated as “charitable contributions” for federal income tax purposes (each transferee described in clauses
(A), (B), (C) and (D) above is hereinafter referred to as a “Permitted Transferee”); provided,
that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee
notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.


 






     


     


    

 


(iii)     The
terms of any Award transferred in accordance with clause (ii) above shall apply to the Permitted Transferee and any reference in
the Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted
Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted
Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate
form covering the shares of Common Stock to be acquired pursuant to the exercise of such Option if the Committee determines, consistent
with any applicable Award Agreement, that such a registration statement is necessary or appropriate; (C) neither the Committee nor
the Company shall be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been
required to be given to the Participant under the Plan or otherwise; and (D) the consequences of a Participant’s Termination
under the terms of the Plan and the applicable Award Agreement shall continue to be applied with respect to the Participant, including,
without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified
in the Plan and the applicable Award Agreement.


 


(c)     Dividends
and Dividend Equivalents.


 


(i)     The
Committee may, in its sole discretion, provide a Participant as part of an Award with dividends, dividend equivalents, or similar payments
in respect of Awards, payable in cash, shares of Common Stock, other securities, other Awards or other property, on a current or deferred
basis, on such terms and conditions as may be determined by the Committee in its sole discretion, including, without limitation, payment
directly to the Participant, withholding of such amounts by the Company subject to vesting of the Award or reinvestment in additional
shares of Common Stock, Restricted Stock or other Awards.


 


(ii)     Without
limiting the foregoing, unless otherwise provided in the Award Agreement, any dividend otherwise payable in respect of any share of Restricted
Stock that remains subject to vesting conditions at the time of payment of such dividend shall be retained by the Company and remain subject
to the same vesting conditions as the share of Restricted Stock to which the dividend relates and shall be delivered (without interest)
to the Participant within 15 days following the date on which such restrictions on such Restricted Stock lapse (and the right to
any such accumulated dividends shall be forfeited upon the forfeiture of the Restricted Stock to which such dividends relate).


 






     


     


    

 


(iii)     To
the extent provided in an Award Agreement, the holder of outstanding Restricted Stock Units shall be entitled to be credited with dividend
equivalent payments (upon the payment by the Company of dividends on shares of Common Stock) either in cash or, in the sole discretion
of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends (and interest may, in the
sole discretion of the Committee, be credited on the amount of cash dividend equivalents at a rate and subject to such terms as determined
by the Committee), which accumulated dividend equivalents (and interest thereon, if applicable) shall be payable at the same time as the
underlying Restricted Stock Units are settled following the date on which the Restricted Period lapses with respect to such Restricted
Stock Units, and if such Restricted Stock Units are forfeited, the Participant shall have no right to such dividend equivalent payments
(or interest thereon, if applicable).


 


(d)     Tax
Withholding.


 


(i)     A
Participant shall be required to pay to the Company or one or more of its Subsidiaries, as applicable, an amount in cash (by check or
wire transfer) equal to the aggregate amount of any income, employment and/or other applicable taxes that are statutorily required to
be withheld in respect of an Award. Alternatively, the Company or any of its Subsidiaries may elect, in its sole discretion, to satisfy
this requirement by withholding such amount from any cash compensation or other cash amounts owing to a Participant.


 


(ii)     Without
limiting the foregoing, the Committee may (but is not obligated to), in its sole discretion, permit or require a Participant to satisfy,
all or any portion of the maximum income, employment and/or other applicable taxes that are statutorily required to be withheld with respect
to an Award by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest) that have
been both held by the Participant and vested for at least six months (or such other period as established from time to time by the
Committee in order to avoid adverse accounting treatment under applicable accounting standards) having an aggregate Fair Market Value
equal to such maximum statutorily required withholding liability (or portion thereof); or (B) having the Company withhold from the
shares of Common Stock otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the grant, exercise,
vesting or settlement of the Award, as applicable, a number of shares of Common Stock with an aggregate Fair Market Value equal to an
amount not in excess of such maximum statutorily required withholding liability (or portion thereof).


 






     


     


    

 


(e)     No
Claim to Awards; No Rights to Continued Employment; Waiver. No employee of any member of the Company Group, or other Person,
shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected
for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards.
The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same
with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated.
Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or
service of the Service Recipient or any other member of the Company Group, nor shall it be construed as giving any Participant any rights
to continued service on the Board. The Service Recipient or any other member of the Company Group may at any time dismiss a Participant
from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly
provided in the Plan or any Award Agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived
any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award
beyond the period provided under the Plan or any Award Agreement, except to the extent of any provision to the contrary in any written
employment contract or other agreement between the Service Recipient and/or any member of the Company Group and the Participant, whether
any such agreement is executed before, on or after the Date of Grant.


 


(f)     International
Participants. With respect to Participants who reside or work outside of the United States of America, the Committee may, in
its sole discretion, amend the terms of the Plan and create or amend Sub-Plans or amend outstanding Awards with respect to such Participants
in order to permit or facilitate participation in the Plan by such Participants, conform such terms with the requirements of Applicable
Law or to obtain more favorable tax or other treatment for a Participant or any member of the Company Group.


 


(g)     Designation
and Change of Beneficiary. To the extent permitted by the Company, each Participant may file with the Committee a written designation
of one or more Persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any,
due under the Plan upon the Participant’s death. A Participant may, from time to time, revoke or change the Participant’s
beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation
received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall
be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date
prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be the Participant’s
spouse or, if the Participant is unmarried at the time of death, the Participant’s estate.


 


(h)     Termination. Except
as otherwise provided in an Award Agreement, unless determined otherwise by the Committee at any point following such event, neither a
temporary absence from employment or service due to illness, vacation or leave of absence (including, without limitation, a call to active
duty for military service through a Reserve or National Guard unit) nor a transfer from employment or service with one Service Recipient
to employment or service with another Service Recipient (or vice-versa) shall be considered a Termination; provided, that, with respect
to a Participant’s Incentive Stock Options, any leave of absence granted by the Committee to a Participant of greater than three
months, unless pursuant to a contract or statute that guarantees the right to reemployment, shall cause such Participant’s Incentive
Stock Option to become a Non-Qualified Option on the date that is six months following the commencement of such leave of absence. Further,
unless otherwise determined by the Committee, in the event that any Service Recipient ceases to be a member of the Company Group (by reason
of sale, divestiture, spin-off or other similar transaction), unless a Participant’s employment or service is transferred to another
entity that would constitute a Service Recipient immediately following such transaction, such Participant shall be deemed to have suffered
a Termination hereunder as of the date of the consummation of such transaction.


 






     


     


    

 


(i)     No
Rights as a Stockholder. Except as otherwise specifically provided in the Plan or any Award Agreement, no Person shall be entitled
to the privileges of ownership in respect of shares of Common Stock which are subject to Awards hereunder until such shares have been
issued or delivered to such Person.


 


(j)     Government
and Other Regulations.


 


(i)     The
obligation of the Company to settle Awards in shares of Common Stock or other consideration shall be subject to all Applicable Law. Notwithstanding
any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall
be prohibited from offering to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly
registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion
of counsel (if the Company has requested such an opinion), satisfactory to the Company, that such shares may be offered or sold without
such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied
with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Common Stock to be offered
or sold under the Plan. The Committee shall have the authority to provide that all shares of Common Stock or other securities of any member
of the Company Group issued under the Plan shall be subject to such stop-transfer orders and other restrictions as the Committee may deem
advisable under the Plan, the applicable Award Agreement and Applicable Law, and, without limiting the generality of Section 8 of
the Plan, the Committee may cause a legend or legends to be put on certificates representing shares of Common Stock or other securities
of any member of the Company Group issued under the Plan to make appropriate reference to such restrictions or may cause such Common Stock
or other securities of any member of the Company Group issued under the Plan in book-entry form to be held subject to the Company’s
instructions or subject to appropriate stop-transfer orders. Notwithstanding any provision in the Plan to the contrary, the Committee
reserves the right to add, at any time, any additional terms or provisions to any Award granted under the Plan that the Committee, in
its sole discretion, deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity
to whose jurisdiction the Award is subject.


 






     


     


    

 


(ii)     The
Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions
and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from the public
markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common Stock from the
Company and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable or inadvisable. If the Committee
determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall, subject to any limitations or
reductions as may be necessary to comply with Section 409A of the Code, (A) pay to the Participant an amount equal to the excess
of (I) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion thereof canceled (determined
as of the applicable exercise date, or the date that the shares would have been vested or issued, as applicable); over (II) the aggregate
Exercise Price or SAR Base Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of issuance of shares
of Common Stock (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the
cancellation of such Award or portion thereof, or (B) in the case of Restricted Stock, Restricted Stock Units or Other Equity-Based
Awards, provide the Participant with a cash payment or equity subject to deferred vesting and delivery consistent with the vesting restrictions
applicable to such Restricted Stock, Restricted Stock Units or Other Equity-Based Awards, or the underlying shares in respect thereof.


 


(k)     No
Section 83(b) Elections Without Consent of Company. No election under Section 83(b) of the Code or under
a similar provision of law may be made unless expressly permitted by the terms of the applicable Award Agreement or by action of the Committee
in writing prior to the making of such election. If a Participant, in connection with the acquisition of shares of Common Stock under
the Plan or otherwise, is expressly permitted to make such election and the Participant makes the election, the Participant shall notify
the Company of such election within 10 days after filing notice of the election with the Internal Revenue Service or other governmental
authority, in addition to any filing and notification required pursuant to Section 83(b) of the Code or other applicable provision.


 


(l)     Payments
to Persons Other Than Participants. If the Committee shall find that any Person to whom any amount is payable under the Plan
is unable to care for the Participant’s affairs because of illness or accident, or is a minor, or has died, then any payment due
to such Person or the Participant’s estate (unless a prior claim therefor has been made by a duly appointed legal representative)
may, if the Committee so directs the Company, be paid to the Participant’s spouse, child, relative, an institution maintaining or
having custody of such Person, or any other Person deemed by the Committee to be a proper recipient on behalf of such Person otherwise
entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.


 






     


     


    

 


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


 


(n)     No
Trust or Fund Created. 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 any member of the Company Group, on the one hand, and a Participant or other Person, on the
other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan,
to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets,
nor shall the Company be obligated to maintain separate bank accounts, books, records or other evidence of the existence of a segregated
or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured
general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance
of services, they shall have the same rights as other service providers under general law.


 


(o)     Reliance
on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as
the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent
public accountant of any member of the Company Group and/or any other information furnished in connection with the Plan by any agent of
the Company or the Committee or the Board, other than himself or herself.


 


(p)     Relationship
to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement,
profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan or as
required by Applicable Law.


 


(q)     Governing
Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to
contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof. EACH
PARTICIPANT WHO ACCEPTS AN AWARD IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION, OR OTHER PROCEEDING INSTITUTED BY
OR AGAINST SUCH PARTICIPANT IN RESPECT OF THE PARTICIPANT’S RIGHTS OR OBLIGATIONS HEREUNDER.


 


(r)     Severability. If
any provision of the Plan or any Award or 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 the applicable laws, or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken
as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.


 






     


     


    

 


(s)     Obligations
Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization
resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding
to substantially all of the assets and business of the Company.


 


(t)     Section 409A
of the Code.


 


(i)     Notwithstanding
any provision of the Plan to the contrary, it is intended that the provisions of the Plan comply with Section 409A of the Code, and
all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties
under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties
that may be imposed on or in respect of such Participant in connection with the Plan (including any taxes and penalties under Section 409A
of the Code), and neither the Service Recipient nor any other member of the Company Group shall have any obligation to indemnify or otherwise
hold such Participant (or any beneficiary) harmless from any or all of such taxes or penalties. With respect to any Award that is considered
 “deferred compensation” subject to Section 409A of the Code, references in the Plan to “termination of employment”
(and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code.
For purposes of Section 409A of the Code, each of the payments that may be made in respect of any Award granted under the Plan is
designated as separate payments.


 


(ii)     Notwithstanding
anything in the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of
the Code, no payments in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code and
which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of
the Code) shall be made to such Participant prior to the date that is six months after the date of such Participant’s “separation
from service” or, if earlier, the date of the Participant’s death. Following any applicable six month delay, all such delayed
payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business
day.


 


(iii)     Unless
otherwise provided by the Committee in an Award Agreement or otherwise, in the event that the timing of payments in respect of any Award
(that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) would be accelerated
upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change
in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of
a substantial portion of the assets of a corporation pursuant to Section 409A of the Code; or (B) a Disability, no such acceleration
shall be permitted unless the Disability also satisfies the definition of “Disability” pursuant to Section 409A of the
Code.


 






     


     


    

 


(u)     Clawback/Repayment. All
Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback,
forfeiture or other similar policy adopted by the Board or the Committee and as in effect from time to time; and (ii) Applicable
Law. Further, unless otherwise determined by the Committee, to the extent that the Participant receives any amount in excess of the amount
that the Participant should otherwise have received under the terms of the Award for any reason (including, without limitation, by reason
of a financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such
excess amount to the Company.


 


(v)     Right
of Offset. The Company will have the right to offset against its obligation to deliver shares of Common Stock (or other property
or cash) under the Plan or any Award Agreement any outstanding amounts (including, without limitation, travel and entertainment or advance
account balances, loans, repayment obligations under any Awards, or amounts repayable to the Company pursuant to tax equalization, housing,
automobile or other employee programs) that the Participant then owes to any member of the Company Group and any amounts the Committee
otherwise deems appropriate pursuant to any tax equalization policy or agreement. Notwithstanding the foregoing, if an Award is “deferred
compensation” subject to Section 409A of the Code, the Committee will have no right to offset against its obligation to deliver
shares of Common Stock (or other property or cash) under the Plan or any Award Agreement if such offset could subject the Participant
to the additional tax imposed under Section 409A of the Code in respect of an outstanding Award.


 


(w)     Expenses;
Titles and Headings. The expenses of administering the Plan shall be borne by the Company Group. The titles and headings of the
sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles
or headings, shall control.