Exhibit
10.1


 


SHARECARE,
INC. 



2021 OMNIBUS INCENTIVE PLAN


 


1. 
ESTABLISHMENT OF THE PLAN


 


Sharecare,
Inc., a Delaware corporation (the “Company”), hereby establishes this incentive compensation plan to be known as the “Sharecare,
Inc. 2021 Omnibus Incentive Plan,” as amended from time to time (the “Plan”). Exhibit A, which is incorporated
by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms.


 


2. 
PURPOSE


 


The
purpose of the Plan is to provide a means through which the Company and its affiliates may attract and retain key personnel and to
provide a means whereby certain directors, officers, employees, consultants and advisors (and certain prospective directors,
officers, employees, consultants, and advisors) of the Company and its affiliates can acquire and maintain an equity interest in the
Company, or be paid incentive compensation, which may be measured by reference to the value of the shares of Stock, thereby
strengthening their commitment to the welfare of the Company and its affiliates and aligning their interests with those of the
Company’s stockholders. The Plan has been established to advance the interests of the Company by providing for the grant to
Participants of Stock and Stock-based Awards. The Plan was adopted by the Board of Directors of the Company on June 29, 2021. The Plan
shall become and is effective as of the Effective Date.


 


3. 
ADMINISTRATION


 


The
Plan will be administered by the Administrator. The Administrator has discretionary authority, subject only to the express provisions
of the Plan, to administer and interpret the Plan and any Awards; to determine eligibility for and grant Awards; to determine the exercise
price, base value from which appreciation is measured, or purchase price, if any, applicable to any Award, to determine, modify, accelerate
or waive the terms and conditions of any Award; to determine the form of settlement of Awards (whether in cash, shares of Stock, other
Awards or other property); to prescribe forms, rules and procedures relating to the Plan and Awards; and to otherwise do all things necessary
or desirable to carry out the purposes of the Plan or any Award. Determinations of the Administrator made with respect to the Plan or
any Award are conclusive and bind all persons.


 


4. 
LIMITS ON AWARDS UNDER THE PLAN


 


(a)  Number
of Shares. Subject to adjustment as provided in Section 7(b), the maximum number of shares of Stock that may be delivered in
satisfaction of Awards under the Plan as of the Effective Date is (i) 47,432,179 shares, plus (ii) the number of shares
of Stock underlying awards under the Prior Plans that on or after the Effective Date expire or become unexercisable, or are
forfeited, cancelled or otherwise terminated, in each case, without delivery of shares or cash therefor (in the case of this
subclause (ii), not to exceed 113,884,959 shares of Stock in the aggregate). In addition, subject to adjustment as provided in
Section 7(b), such maximum number of shares of Stock will automatically increase on January 1st of each year for a period of ten
years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to 5%) of the total number of
shares of Stock outstanding on December 31st of the preceding year; provided, however that the Board may act prior to January 1st of
a given year to provide that the increase for such year will be a lesser number of shares of Stock. Up to 47,432,179 shares of Stock
from the Share Pool may be delivered in satisfaction of ISOs, but nothing in this Section 4(a) will be construed as requiring that
any, or any fixed number of, ISOs be awarded under the Plan. For purposes of this Section 4(a), the number of shares of Stock
delivered in satisfaction of Awards will be determined (i) by reducing the Share Pool by the number of shares of Stock withheld by
the Company in payment of the exercise price or purchase price of an Award or in satisfaction of tax withholding requirements with
respect to an Award, (ii) by reducing the Share Pool by the full number of shares covered by a SAR any portion of which is settled
in Stock (and not only the number of shares of Stock delivered in settlement of a SAR), and (iii) by increasing the Share Pool by
any shares of Stock underlying any portion of an Award that is settled in cash or that expires, becomes unexercisable, terminates or
is forfeited to or repurchased by the Company without the issuance of Stock (or retention, in the case of Restricted Stock or
Unrestricted Stock). For the avoidance of doubt, the Share Pool will not be increased by any shares of Stock delivered under the
Plan that are subsequently repurchased using proceeds directly attributable to Stock Option exercises. The limits set forth in this
Section 4(a) will be construed to comply with any applicable requirements of Section 422.


  






     


     


    

 


(b) 
Substitute Awards. The Administrator may grant Substitute Awards under the Plan. To the extent consistent with the requirements
of Section 422 and the regulations thereunder and other applicable legal requirements (including applicable stock exchange requirements),
shares of Stock delivered in respect of Substitute Awards will be in addition to and will not reduce the Share Pool. Notwithstanding
the foregoing or anything in Section 4(a) to the contrary, if any Substitute Award is settled in cash or expires, becomes unexercisable,
terminates or is forfeited to or repurchased by the Company without the delivery (or retention, in the case of Restricted Stock or Unrestricted
Stock) of Stock, the shares of Stock previously subject to such Award will not increase the Share Pool or otherwise be available for
future issuance under the Plan. The Administrator will determine the extent to which the terms and conditions of the Plan apply to Substitute
Awards, if at all, provided, however, that Substitute Awards will not be subject to the limit described in Section 4(d) below.


 


(c) 
Type of Shares. Stock delivered by the Company under the Plan may be authorized but unissued Stock, treasury Stock or previously
issued Stock acquired by the Company. No fractional shares of Stock will be delivered under the Plan.


 


(d) 
Director Limits. The maximum aggregate value of all compensation granted or paid to any Director with respect to any calendar
year, including Awards granted under the Plan and cash fees or other compensation paid by the Company to such Director outside of the
Plan, in each case, for services as a Director during such calendar year, may not exceed $750,000 in the aggregate, calculating the value
of any Awards based on the grant date fair value in accordance with the Accounting Rules and assuming maximum payout levels.


 


5. 
ELIGIBILITY AND PARTICIPATION


 


The
Administrator will select Participants from among Employees and Directors of, and consultants and advisors to, the Company and its subsidiaries.
Eligibility for ISOs is limited to individuals described in the first sentence of this Section 5 who are employees of the Company or
of a “parent corporation” or “subsidiary corporation” of the Company as those terms are defined in Section 424
of the Code. Eligibility for Stock Options, other than ISOs, and SARs is limited to individuals described in the first sentence of this
Section 5 who are providing direct services on the date of grant of the Award to the Company or to a subsidiary of the Company that would
be described in the first sentence of Section 1.409A-1(b)(5)(iii)(E) of the Treasury Regulations. Consultants and advisors to the Company
and its subsidiaries shall be eligible for Awards, provided that they may be offered securities pursuant to the Form S-8 under the Securities
Act of 1933, as amended.


 


6. 
RULES APPLICABLE TO AWARDS


 


(a) 
All Awards.


 


(1) 
Award Provisions. The Administrator will determine the terms and conditions of all Awards, subject to the limitations provided
herein. No term of an Award shall provide for automatic “reload” grants of additional Awards upon the exercise of an Option
or SAR. By accepting (or, under such rules as the Administrator may prescribe, being deemed to have accepted) an Award, the Participant
will be deemed to have agreed to the terms and conditions of the Award and the Plan. Notwithstanding any provision of the Plan to the
contrary, Substitute Awards may contain terms and conditions that are inconsistent with the terms and conditions specified herein, as
determined by the Administrator.


 






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(2) 
Term of Plan. The Plan shall remain in effect, subject to the right of the Board or the Compensation Committee to amend
or terminate the Plan at any time, until the earlier of (a) the earliest date as of which all Awards granted under the Plan have been
satisfied in full or terminated and no shares of Stock approved for issuance under the Plan remain available to be granted under new
Awards or (b) ten years after the earlier of the date on which the Plan was approved by the Board and the date on which the Plan was
approved by the stockholders of the Company. No Awards may be made after such termination date, but previously granted Awards may remain
in effect until such Awards have been satisfied or terminated in accordance with the Plan and the terms of such Awards.


 


(3) 
Transferability. Neither ISOs nor, except as the Administrator otherwise expressly provides in accordance with the third
sentence of this Section 6(a)(3), other Awards may be transferred other than by will or by the laws of descent and distribution. During
a Participant’s lifetime, ISOs and, except as the Administrator otherwise expressly provides in accordance with the third sentence
of this Section 6(a)(3), SARs and NSOs may be exercised only by the Participant. The Administrator may permit the gratuitous transfer
(i.e., transfer not for value) of Awards other than ISOs, subject to applicable securities and other laws and such terms and conditions
as the Administrator may determine.


 


(4) 
Vesting; Exercisability. The Administrator will determine the time or times at which an Award vests or becomes exercisable
and the terms and conditions on which a Stock Option or SAR remains exercisable. Without limiting the foregoing, the Administrator may
at any time accelerate the vesting and/or exercisability of an Award (or any portion thereof), regardless of any adverse or potentially
adverse tax or other consequences resulting from such acceleration. Unless the Administrator expressly provides otherwise, however, the
following rules will apply if a Participant’s Employment ceases:


 


(A) 
Except as provided in (B) and (C) below, immediately upon the cessation of the Participant’s Employment each Stock Option and SAR
(or portion thereof) that is then held by the Participant or by the Participant’s permitted transferees, if any, will cease to
be exercisable and will terminate and each other Award that is then held by the Participant or by the Participant’s permitted transferees,
if any, to the extent not then vested will be forfeited.


 


(B) 
Subject to (C) and (D) below, each Stock Option and SAR (or portion thereof) held by the Participant or the Participant’s permitted
transferees, if any, immediately prior to the cessation of the Participant’s Employment, to the extent then vested and exercisable,
will remain exercisable for the lesser of (i) a period of three months following such cessation of Employment or (ii) the period ending
on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon
immediately terminate.


 


(C) 
Subject to (D) below, each Stock Option and SAR (or portion thereof) held by a Participant or the Participant’s permitted transferees,
if any, immediately prior to the cessation of the Participant’s Employment due to death or by the Company due to Disability, to
the extent then vested and exercisable, will remain exercisable for the lesser of (i) the one-year period ending on the first anniversary
of such cessation of Employment or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised
without regard to this Section 6(a)(4), and will thereupon immediately terminate.


 






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(D) 
All Awards (whether or not vested or exercisable) held by a Participant or the Participant’s permitted transferees, if any, immediately
prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation of Employment if the termination
is for Cause or occurs in circumstances that in the determination of the Administrator would have constituted grounds for the Participant’s
Employment to be terminated for Cause (in each case, without regard to the lapsing of any required notice or cure periods in connection
therewith).


 


(5) 
Recovery of Compensation. The Administrator may provide in any case that any outstanding Award (whether or not vested or
exercisable), the proceeds from the exercise or disposition of any Award or Stock acquired under any Award, and any other amounts received
in respect of any Award or Stock acquired under any Award will be subject to forfeiture and disgorgement to the Company, with interest
and other related earnings, if the Participant to whom the Award was granted is not in compliance with any provision of the Plan or any
applicable Award, or any non-competition, non-solicitation, no-hire, non-disparagement, confidentiality, invention assignment, or other
restrictive covenant by which the Participant is bound. Each Award will be subject to any policy of the Company or any of its subsidiaries
that relates to trading on non-public information and permitted transactions with respect to shares of Stock, including limitations on
hedging and pledging. In addition, each Award will be subject to any policy of the Company or any of its affiliates that provides for
forfeiture, disgorgement, or clawback with respect to incentive compensation that includes Awards under the Plan and will be further
subject to forfeiture and disgorgement to the extent required by law or applicable stock exchange listing standards, including, without
limitation, Section 10D of the Exchange Act. Each Participant, by accepting or being deemed to have accepted an Award under the Plan,
agrees (or will be deemed to have agreed) to the terms of this Section 6(a)(5) and any clawback, recoupment or similar policy of the
Company or any of its subsidiaries and further agrees (or will be deemed to have further agreed) to cooperate fully with the Administrator,
and to cause any and all permitted transferees of the Participant to cooperate fully with the Administrator, to effectuate any forfeiture
or disgorgement described in this Section 6(a)(5). Neither the Administrator nor the Company nor any other person, other than the Participant
and the Participant’s permitted transferees, if any, will be responsible for any adverse tax or other consequences to a Participant
or the Participant’s permitted transferees, if any, that may arise in connection with this Section 6(a)(5).


 


(6) 
Taxes. The grant of an Award and the issuance, delivery, vesting and retention of Stock, cash or other property under an
Award are conditioned upon the full satisfaction by the Participant of all tax and other withholding requirements with respect to the
Award. The Administrator will prescribe rules for the withholding of taxes and other amounts with respect to any Award as it deems necessary.
Without limitation to the foregoing, the Company or any parent or subsidiary of the Company will have the authority and the right to
deduct or withhold (by any means set forth herein or in an Award agreement), or require a Participant to remit to the Company or a parent
or subsidiary of the Company, an amount sufficient to satisfy all U.S. and non-U.S. federal, state and local income tax, social insurance,
payroll tax, fringe benefits tax, payment on account or other tax-related items related to participation in the Plan and any Award hereunder
and legally applicable to the Participant and required by law to be withheld (including, any amount deemed by the Company, in its discretion,
to be an appropriate charge to the Participant even if legally applicable to the Company or any parent or subsidiary of the Company).
The Administrator, in its sole discretion, may hold back shares of Stock from an Award or permit a Participant to tender previously-owned
shares of Stock in satisfaction of tax or other withholding requirements (but not in excess of the maximum withholding amount consistent
with the Award being subject to equity accounting treatment under the Accounting Rules). Any amounts withheld pursuant to this Section
6(a)(6) will be treated as though such amounts had been made directly to the Participant. In addition, the Company may, to the extent
permitted by law, deduct any such tax and other withholding amounts from any payment of any kind otherwise due to a Participant from
the Company or any parent or subsidiary of the Company.


 






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(7) 
Dividends; Dividend Equivalents. The Administrator may provide for the payment of amounts (on terms and subject to such
restrictions and conditions established by the Administrator) in lieu of cash dividends or other cash distributions with respect to Stock
subject to an Award whether or not the holder of such Award is otherwise entitled to share in the actual dividend or distribution in
respect of such Award; provided, however, that (a) dividends or dividend equivalents relating to an Award that, at the dividend
payment date, remains subject to a risk of forfeiture (whether service-based or performance-based) shall be subject to the same risk
of forfeiture as applies to the underlying Award and (b) no dividends or dividend equivalents shall be payable with respect to Stock
Options or SARs. Any entitlement to dividend equivalents or similar entitlements will be established and administered either consistent
with an exemption from, or in compliance with, the applicable requirements of Section 409A.


 


(8) 
Rights Limited. Nothing in the Plan or any Award will be construed as giving any person the right to be granted an Award
or to continued employment or service with the Company or any of its subsidiaries, or any rights as a stockholder except as to shares
of Stock actually delivered under the Plan. The loss of existing or potential profit in any Award will not constitute an element of damages
in the event of a termination of a Participant’s Employment for any reason, even if the termination is in violation of an obligation
of the Company or any of its subsidiaries to the Participant.


 


(9) 
Coordination with Other Plans. Shares of Stock and/or Awards under the Plan may be granted in tandem with, or in satisfaction
of or substitution for, other Awards under the Plan or awards made under other compensatory plans or programs of the Company or any of
its subsidiaries. For example, but without limiting the generality of the foregoing, awards under other compensatory plans or programs
of the Company or any of its subsidiaries may be settled in Stock (including, without limitation, Unrestricted Stock) under the Plan
if the Administrator so determines, in which case the shares delivered will be treated as awarded under the Plan (and will reduce the
Share Pool).


 


(10) 
Section 409A.


 


(A) 
Without limiting the generality of Section 11(b) hereof, each Award will contain such terms as the Administrator determines and will
be construed and administered such that the Award either qualifies for an exemption from the requirements of Section 409A or satisfies
such requirements.


 


(B) 
Notwithstanding anything to the contrary in the Plan or any Award agreement, the Administrator may unilaterally amend, modify or terminate
the Plan or any outstanding Award, including but not limited to changing the form of the Award, if the Administrator determines that
such amendment, modification or termination is necessary or desirable to avoid the imposition of an additional tax, interest or penalty
under Section 409A.


 


(C) 
If a Participant is determined on the date of the Participant’s “separation from service,” as defined in Section 409A(a)(2)(A)(i)
of the Code, from the Company to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of
the Code with respect to the Company, then, with regard to any payment that is considered nonqualified deferred compensation under and
subject to Section 409A and that is payable on account of the Participant’s “separation from service”, such payment
will be made or provided on the date that is the earlier of (i) the first business day following the expiration of the six-month period
measured from the date of such “separation from service” and (ii) the date of the Participant’s death (the “Delay
Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 6(a)(10)(C) (whether they would
have otherwise been payable in a single lump sum or in installments in the absence of such delay) will be paid, without interest, on
the first business day following the expiration of the Delay Period in a lump sum and any remaining payments due under the Award will
be paid in accordance with the normal payment dates specified for them in the applicable Award agreement.


 


(D) 
For purposes of Section 409A, each payment in a series of payments made under the Plan or any Award will be treated as a separate payment.


 






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(E) 
With regard to any payment considered to be nonqualified deferred compensation under Section 409A, to the extent applicable, that is
payable upon a change in control of the Company or other similar event, to the extent required to avoid the imposition of an additional
tax, interest or penalty under Section 409A, no amount will be payable unless such change in control constitutes a “change in control
event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations.


 


(b) 
Stock Options and SARs.


 


(1) 
Time and Manner of Exercise. Unless the Administrator expressly provides otherwise, no Stock Option or SAR will be deemed
to have been exercised until the Administrator receives a notice of exercise in a form acceptable to the Administrator that is signed
by the appropriate person and accompanied by any payment required under the Award. The Administrator may limit or restrict the exercisability
of any Stock Option or SAR in its discretion, including in connection with any Covered Transaction. Any attempt to exercise a Stock Option
or SAR by any person other than the Participant will not be given effect unless the Administrator has received such evidence as it may
require that the person exercising the Award has the right to do so.


 


(2) 
Exercise Price. The exercise price (or the base value from which appreciation is to be measured) per share of each Award
requiring exercise must be no less than 100% (in the case of an ISO granted to a 10-percent stockholder within the meaning of Section
422(b)(6) of the Code, 110%) of the Fair Market Value of a share of Stock, determined as of the date of grant of the Award, or such higher
amount as the Administrator may determine in connection with the grant.


 


(3) 
Payment of Exercise Price. Where the exercise of an Award (or portion thereof) is to be accompanied by a payment, payment
of the exercise price must be made by cash or check acceptable to the Administrator or, if so permitted by the Administrator and if legally
permissible, (i) through the delivery of previously acquired unrestricted shares of Stock, or the withholding of unrestricted shares
of Stock otherwise deliverable upon exercise, in either case that have a Fair Market Value equal to the exercise price; (ii) through
a broker-assisted cashless exercise program acceptable to the Administrator; (iii) by other means acceptable to the Administrator; or
(iv) by any combination of the foregoing permissible forms of payment. The delivery of previously acquired shares in payment of the exercise
price under clause (i) above may be accomplished either by actual delivery or by constructive delivery through attestation of ownership,
subject to such rules as the Administrator may prescribe.


 


(4) 
Maximum Term. The maximum term of Stock Options and SARs must not exceed 10 years from the date of grant (or five years
from the date of grant in the case of an ISO granted to a 10-percent stockholder described in Section 6(b)(2) above).


 


(5) 
No Repricing. Except in connection with a corporate transaction involving the Company (which term includes, without limitation,
any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination or exchange of shares) or as otherwise contemplated by Section 7 below, the Company may not, without obtaining stockholder
approval, (A) amend the terms of outstanding Stock Options or SARs to reduce the exercise price or base value of such Stock Options or
SARs, (B) cancel outstanding Stock Options or SARs in exchange for Stock Options or SARs that have an exercise price or base value that
is less than the exercise price or base value of the original Stock Options or SARs, or (C) cancel outstanding Stock Options or SARs
that have an exercise price or base value greater than the Fair Market Value of a share of Stock on the date of such cancellation in
exchange for cash or other consideration.


 


(6) 
$100,000 Per Year Limitation for ISOs.  To the extent the aggregate Fair Market Value (determined as of the date of grant)
of Stock for which ISOs are exercisable for the first time by any Participant during any calendar year (under all plans of the Company)
exceeds $100,000, such excess ISOs shall be treated as NSOs.


 






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7. 
EFFECT OF CERTAIN TRANSACTIONS


 


(a) 
Mergers, etc. Except as otherwise expressly provided in an Award agreement or other agreement or by the Administrator,
the following provisions will apply in the event of a Covered Transaction:


 


(1) 
Assumption or Substitution. If the Covered Transaction is one in which there is an acquiring or surviving entity, the Administrator
may provide for (A) the assumption or continuation of some or all outstanding Awards or any portion thereof or (B) the grant of new awards
in substitution therefor by the acquiror or survivor or an affiliate of the acquiror or survivor.


 


(2) 
Cash-Out of Awards. Subject to Section 7(a)(5) below, the Administrator may provide for payment (a “cash-out”),
with respect to some or all Awards or any portion thereof (including only the vested portion thereof, with the unvested portion terminating
as provided in subsection 7(a)(4) below), equal in the case of each applicable Award or portion thereof to the excess, if any, of (A)
the Fair Market Value of one share of Stock multiplied by the number of shares of Stock subject to the Award or such portion, minus (B)
the aggregate exercise or purchase price, if any, of such Award or such portion thereof (or, in the case of a SAR, the aggregate base
value above which appreciation is measured), in each case on such payment and other terms and subject to such conditions (which need
not be the same as the terms and conditions applicable to holders of Stock generally), as the Administrator determines, including that
any amounts paid in respect of such Award in connection with the Covered Transaction be placed in escrow or otherwise made subject to
such restrictions as the Administrator deems appropriate. For the avoidance of doubt, if the per share exercise or purchase price (or
base value) of an Award or portion thereof is equal to or greater than the Fair Market Value of one share of Stock, such Award or portion
may be cancelled with no payment due hereunder or otherwise in respect thereof.


 


(3) 
Acceleration of Certain Awards. Subject to Section 7(a)(5) below, the Administrator may provide that any Award requiring
exercise will become exercisable, in full or in part, and/or that the delivery of any shares of Stock remaining deliverable under any
outstanding Award of Stock Units (including Restricted Stock Units and Performance Awards to the extent consisting of Stock Units) will
be accelerated, in full or in part, in each case on a basis that gives the holder of the Award a reasonable opportunity, as determined
by the Administrator, following the exercise of the Award or the delivery of the shares, as the case may be, to participate as a stockholder
in the Covered Transaction.


 


(4) 
Termination of Awards upon Consummation of Covered Transaction. Except as the Administrator may otherwise determine, each
Award will automatically terminate (and in the case of outstanding shares of Restricted Stock, will automatically be forfeited) immediately
upon the consummation of the Covered Transaction, other than (A) any Award that is assumed, continued or substituted for pursuant to
Section 7(a)(1) above, and (B) any Award that by its terms, or as a result of action taken by the Administrator, continues following
the Covered Transaction.


 


(5) 
Additional Limitations. Any share of Stock and any cash or other property or other award delivered pursuant to Section
7(a)(1), Section 7(a)(2) or Section 7(a)(3) above with respect to an Award may, in the discretion of the Administrator, contain such
restrictions, if any, as the Administrator deems appropriate, including to reflect any performance or other vesting conditions to which
the Award was subject and that did not lapse (and were not satisfied) in connection with the Covered Transaction. For purposes of the
immediately preceding sentence, a cash-out under Section 7(a)(2) above or an acceleration under Section 7(a)(3) above will not, in and
of itself, be treated as the lapsing (or satisfaction) of a performance or other vesting condition. In the case of Restricted Stock that
does not vest and is not forfeited in connection with the Covered Transaction, the Administrator may require that any amounts delivered,
exchanged or otherwise paid in respect of such Stock in connection with the Covered Transaction be placed in escrow or otherwise made
subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan.


 






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(6) 
Uniform Treatment. For the avoidance of doubt, the Administrator need not treat Participants or Awards (or portions thereof)
in a uniform manner, and may treat different Participants and/or Awards differently, in connection with a Covered Transaction.


 


(b) 
Changes in and Distributions with Respect to Stock.


 


(1) 
Basic Adjustment Provisions. In the event of a stock dividend, stock split or combination of shares (including a reverse
stock split), recapitalization, spin-off or other change in the Company’s capital structure that constitutes an equity restructuring
within the meaning of the Accounting Rules or in the case of an extraordinary cash dividend, the Administrator shall make appropriate
adjustments to the Share Pool and to the limit described in Section 4(d), and shall make appropriate adjustments to the number and kind
of shares of stock or securities underlying Awards then outstanding or subsequently granted, any exercise or purchase prices (or base
values) relating to Awards and any other provision of Awards affected by such change.


 


(2) 
Certain Other Adjustments. The Administrator may also make adjustments of the type described in Section 7(b)(1) above to
take into account distributions to stockholders other than those provided for in Sections 7(a) and 7(b)(1), or any other event, if the
Administrator determines that adjustments are appropriate to avoid distortion in the operation of the Plan or any Award.


 


(3) 
Continuing Application of Plan Terms. References in the Plan to shares of Stock will be construed to include any stock
or securities resulting from an adjustment pursuant to this Section 7.


 


8. 
LEGAL CONDITIONS ON DELIVERY OF STOCK


 


The
Company will not be obligated to deliver any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock previously
delivered under the Plan until: (i) the Company is satisfied that all legal matters in connection with the issuance and delivery of such
shares have been addressed and resolved; (ii) if the outstanding Stock is at the time of delivery listed on any stock exchange or national
market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official notice
of issuance; and (iii) all conditions of the Award have been satisfied or waived. The Company may require, as a condition to the exercise
of an Award or the delivery of shares of Stock under an Award, such representations or agreements as counsel for the Company may consider
appropriate to avoid violation of the Securities Act of 1933, as amended, or any applicable state or non-U.S. securities law. Any Stock
delivered under the Plan will be evidenced in such manner as the Administrator determines appropriate, including book-entry registration
or delivery of stock certificates. In the event that the Administrator determines that stock certificates will be issued in connection
with Stock issued under the Plan, the Administrator may require that such certificates bear an appropriate legend reflecting any restriction
on transfer applicable to such Stock, and the Company may hold the certificates pending the lapse of the applicable restrictions.


 


9. 
AMENDMENT AND TERMINATION


 


The
Administrator may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by
applicable law, and may at any time terminate the Plan as to any future grants of Awards; provided, however, that except as otherwise
expressly provided in the Plan or the applicable Award, the Administrator may not, without the Participant’s consent, alter the
terms of an Award so as to affect materially and adversely the Participant’s rights under the Award, unless the Administrator expressly
reserved the right to do so in the Plan or at the time the applicable Award was granted. Any amendments to the Plan will be conditioned
upon stockholder approval only to the extent, if any, such approval is required by applicable law (including the Code) or stock exchange
requirements, as determined by the Administrator. For the avoidance of doubt, without limiting the Administrator’s rights hereunder,
the following shall not be treated as an amendment requiring a Participant’s consent: (i) adjustment to any Award pursuant to the
terms of Section 7 or Section 12, (ii) any amendment that the Administrator deems necessary or desirable for the purpose of complying
the Plan or an Award with changes in accounting standards or applicable laws, regulations or rules, including, but not limited to, Section
409A or (iii) any amendment that causes an ISO to become a NSO.


 






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10. 
OTHER COMPENSATION ARRANGEMENTS


 


The
existence of the Plan or the grant of any Award will not affect the right of the Company or any of its subsidiaries to grant any person
bonuses or other compensation in addition to Awards under the Plan.


 


11. 
MISCELLANEOUS


 


(a) 
Waiver of Jury Trial. By accepting or being deemed to have accepted an Award under the Plan, each Participant waives (or
will be deemed to have waived), to the maximum extent permitted under applicable law, any right to a trial by jury in any action, proceeding
or counterclaim concerning any rights under the Plan or any Award, or under any amendment, waiver, consent, instrument, document or other
agreement delivered or which in the future may be delivered in connection therewith, and agrees (or will be deemed to have agreed) that
any such action, proceedings or counterclaim will be tried before a court and not before a jury. By accepting or being deemed to have
accepted an Award under the Plan, each Participant certifies that no officer, representative, or attorney of the Company has represented,
expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the foregoing
waivers. Notwithstanding anything to the contrary in the Plan, nothing herein is to be construed as limiting the ability of the Company
and a Participant to agree to submit any dispute arising under the terms of the Plan or any Award to binding arbitration or as limiting
the ability of the Company to require any individual to agree to submit such disputes to binding arbitration as a condition of receiving
an Award hereunder.


 


(b) 
Limitation of Liability. Notwithstanding anything to the contrary in the Plan or any Award, neither the Company, nor any
of its subsidiaries, nor the Administrator, nor any person acting on behalf of the Company, any of its subsidiaries, or the Administrator,
will be liable to any Participant, to any permitted transferee, to the estate or beneficiary of any Participant or any permitted transferee,
or to any other person by reason of any acceleration of income, any additional tax, or any penalty, interest or other liability asserted
by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code,
or otherwise asserted with respect to any Award.


 


(c) 
Unfunded Plan. The Company’s obligations under the Plan are unfunded, and no Participant will have any right to specific
assets of the Company in respect of any Award. Participants will be general unsecured creditors of the Company with respect to any amounts
due or payable under the Plan.


 


12. 
ESTABLISHMENT OF SUB-PLANS


 


The
Administrator may at any time and from time to time (including before or after an Award is granted) establish, adopt, or revise any rules
and regulations as it may deem necessary or advisable to administer the Plan for Participants based outside of the U.S. and/or subject
to the laws of countries other than the U.S., including by establishing one or more sub-plans, supplements or appendices under the Plan
or any Award agreement for the purpose of complying or facilitating compliance with non-U.S. laws or taking advantage of tax favorable
treatment or for any other legal or administrative reason determined by the Administrator. Any such sub-plan, supplement or appendix
may contain, in each case, (i) such limitations on the Administrator’s discretion under the Plan and (ii) such additional or different
terms and conditions, as the Administrator deems necessary or desirable and will be deemed to be part of the Plan but will apply only
to Participants within the group to which the sub-plan, supplement or appendix applies (as determined by the Administrator); provided,
however, that no sub-plan, supplement or appendix, rule or regulation established pursuant to this provision shall increase Share
Pool.


 






    9


     


    

 


13. 
GOVERNING LAW


 


(a) 
Certain Requirements of Corporate Law. Awards and shares of Stock will be granted, issued and administered consistent with
the requirements of applicable Delaware law relating to the issuance of stock and the consideration to be received therefor, and with
the applicable requirements of the stock exchanges or other trading systems on which the Stock is listed or entered for trading, in each
case as determined by the Administrator.


 


(b) 
Other Matters. Except as otherwise provided by the express terms of an Award agreement, under a sub-plan described in Section
12 or as provided in Section 13(a) above, the domestic substantive laws of the State of Delaware govern the provisions of the Plan and
of Awards under the Plan and all claims or disputes arising out of or based upon the Plan or any Award under the Plan or relating to
the subject matter hereof or thereof without giving effect to any choice or conflict of laws provision or rule that would cause the application
of the domestic substantive laws of any other jurisdiction.


 


(c) 
Jurisdiction. Subject to Section 11(a) and except as may be expressly set forth in an Award agreement, by accepting (or
being deemed to have accepted) an Award, each Participant agrees or will be deemed to have agreed to (i) submit irrevocably and unconditionally
to the jurisdiction of the federal and state courts located within the geographic boundaries of the United States District Court for
the District of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon the Plan or any Award;
(ii) not commence any suit, action or other proceeding arising out of or based upon the Plan or any Award, except in the federal and
state courts located within the geographic boundaries of the United States District Court for the District of Delaware; and (iii) waive,
and not assert, by way of motion as a defense or otherwise, in any such suit, action or proceeding, any claim that the Participant is
not subject personally to the jurisdiction of the above-named courts that the Participant’s property is exempt or immune from attachment
or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding
is improper or that the Plan or any Award or the subject matter thereof may not be enforced in or by such court.


 




    10


     


    

 


EXHIBIT
A



Definition of Terms


 


The
following terms, when used in the Plan, have the meanings and are subject to the provisions set forth below:


 


“Accounting
Rules”: Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor provision.


 


“Administrator”:
The Compensation Committee, except with respect to such matters that are not delegated to the Compensation Committee by the Board (whether
pursuant to committee charter or otherwise). The Compensation Committee (or the Board, with respect to such matters over which it retains
authority under the Plan or otherwise) may delegate (i) to one or more of its members (or one or more other members of the Board) such
of its duties, powers and responsibilities as it may determine; (ii) to one or more officers of the Company the power to grant Awards
to the extent permitted by Section 152 or 157(c) of the Delaware General Corporation Law; and (iii) to such Employees or other persons
as it determines such ministerial tasks as it deems appropriate. For purposes of the Plan, the term “Administrator” will
include the Board, the Compensation Committee, and the person or persons delegated authority under the Plan to the extent of such delegation,
as applicable. With respect to any Award to which Section 16 of the Exchange Act applies, the Administrator shall consist of either the
Board or a committee of the Board, which committee shall consist of two or more directors, each of whom is intended to be, to the extent
required by Rule 16b-3 of the Exchange Act, a “non-employee director” as defined in Rule 16b-3 of the Exchange Act and an
“independent director” to the extent required by the rules of the national securities exchange that is the principal trading
market for the Stock; provided, that with respect to Awards made to a member of the Board who is not an employee of the Company,
“Administrator” means the Board. Any member of the Administrator who does not meet the foregoing requirements shall abstain
from any decision regarding an Award and shall not be considered a member of the Administrator to the extent required to comply with
Rule 16b-3 of the Exchange Act.


 


“Award”:
Any or a combination of the following:


 


		(i)	Stock
                                            Options.



 


		(ii)	SARs.



 


		(iii)	Restricted
                                            Stock.



 


		(iv)	Unrestricted
                                            Stock.



 


		(v)	Stock
                                            Units, including Restricted Stock Units.



 


		(vi)	Performance
                                            Awards.



 


		(vii)	Awards
                                            (other than Awards described in (i) through (vii) above) that are convertible into or otherwise
                                            based on Stock.



 


“Board”:
The board of directors of the Company.


 






    EXHIBIT A-1


     


    

 


“Cause”:
In the case of any Participant who is party to an employment agreement, change of control, severance-benefit or similar agreement that
contains a definition of “Cause,” the definition set forth in such agreement applies with respect to such Participant for
purposes of the Plan for so long as such agreement is in effect. In every other case, “Cause” means, as determined by the
Administrator, termination of a Participant’s employment or other service because of: (i) the Participant’s being charged
with a felony (or similar crime in a foreign jurisdiction) or crime of dishonesty or moral turpitude, (ii) insubordination, gross negligence
or willful misconduct in the performance of the Participant’s duties, (iii) illegal use of controlled substances during the performance
of the Participant’s duties or that adversely affects the reputation or best interests of the Company or any of its subsidiaries,
(iv) the Participant’s commission of fraud, embezzlement, misappropriation of funds, breach of fiduciary duty or a material act
of dishonesty against the Company or any of its subsidiaries, (v) material breach by the Participant of any written employment, non-competition,
non-solicitation, confidentiality or similar agreement with the Company or any of its subsidiaries, (vi) the Participant’s material
noncompliance with Company policy or code of conduct, (vii) the Participant’s persistent neglect of duty or chronic unapproved
absenteeism, (viii) the Participant’s willful and deliberate failure in the performance of the Participant’s duties in any
material respect, in each case, as determined in good faith by the Compensation Committee in its sole discretion, or (ix) any other conduct
by a Participant that could be expected to be harmful to the business, interests or reputation of the Company.


 


“Closing
Date”: means the date of the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as
of February 12, 2021, by and among Falcon Capital Acquisition Corp. and the other parties thereto.


 


“Code”:
The U.S. Internal Revenue Code of 1986, as from time to time amended and in effect, or any successor statute as from time to time in
effect, including any applicable regulations and formal guidance issued thereunder.


 


“Compensation
Committee”: The compensation and human capital committee of the Board.


 


“Covered
Transaction”: Any of (i) a consolidation, merger or similar transaction or series of related transactions, including a sale
or other disposition of stock, in which the Company is not the surviving corporation or which results in the acquisition of more than
50% of the Company’s then outstanding common stock by a single Person or entity or by a group of Persons and/or entities acting
in concert, (ii) a sale or transfer of all or substantially all the Company’s assets, or (iii) a dissolution or liquidation of
the Company. Where a Covered Transaction involves a tender offer that is reasonably expected to be followed by a merger described in
clause (i) (as determined by the Administrator), the Covered Transaction will be deemed to have occurred upon consummation of the tender
offer.


 


“Director”:
A member of the Board who is not an Employee.


 


“Disability”:
In the case of any Participant who is party to an employment, change of control, severance-benefit or similar agreement that contains
a definition of “Disability” (or a corollary term), the definition set forth in such agreement applies with respect to such
Participant for purposes of the Plan for so long as such agreement is in effect. In every other case, “Disability” means,
as determined by the Administrator, absence from work due to a disability for a period in excess of 90 days in any 12-month period that
would entitle the Participant to receive benefits under the Company’s long-term disability program as in effect from time to time
(if the Participant were a participant in such program).


 


“Effective
Date”: The later of the date the Plan was approved by the Company’s stockholders or the Closing Date.


 


“Employee”:
Any person who is employed by the Company or any of its subsidiaries.


 






    EXHIBIT A-2


     


    

 


“Employment”:
A Participant’s employment or other service relationship with the Company or any of its subsidiaries. Employment will be deemed
to continue, unless the Administrator otherwise determines, so long as the Participant is employed by, or otherwise is providing services
in a capacity described in Section 5 to, the Company or any of its subsidiaries. If a Participant’s employment or other service
relationship is with any subsidiary of the Company and that entity ceases to be a subsidiary of the Company, the Participant’s
Employment will be deemed to have terminated when the entity ceases to be a subsidiary of the Company unless the Participant transfers
Employment to the Company or one of its remaining subsidiaries. Notwithstanding the foregoing, in construing the provisions of any Award
relating to the payment of “nonqualified deferred compensation” (subject to Section 409A) upon a termination or cessation
of Employment, references to termination or cessation of employment, separation from service, retirement or similar or correlative terms
will be construed to require a “separation from service” (as that term is defined in Section 1.409A-1(h) of the Treasury
Regulations, after giving effect to the presumptions contained therein) from the Company and from all other corporations and trades or
businesses, if any, that would be treated as a single “service recipient” with the Company under Section 1.409A-1(h)(3) of
the Treasury Regulations. The Company may, but need not, elect in writing, subject to the applicable limitations under Section 409A,
any of the special elective rules prescribed in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether a
“separation from service” has occurred. Any such written election will be deemed a part of the Plan.


 


“Exchange
Act”: The Securities Exchange Act of 1934, as amended.


 


“Fair
Market Value”: As of a particular date, (i) the closing price for a share of Stock reported on the Nasdaq Global Stock Market
(or any other national securities exchange on which the Stock is then listed) for that date or, if no closing price is reported for that
date, the closing price on the immediately preceding date on which a closing price was reported or (ii) in the event that the Stock is
not traded on a national securities exchange, the fair market value of a share of Stock determined by the Administrator consistent with
the rules of Section 422 and Section 409A to the extent applicable.


 


“ISO”:
A Stock Option intended to be an “incentive stock option” within the meaning of Section 422. Each Stock Option granted pursuant
to the Plan will be treated as providing by its terms that it is to be an NSO unless, as of the date of grant, it is expressly designated
as an ISO in the applicable Award agreement.


 


“NSO”:
A Stock Option that is not intended to be an “incentive stock option” within the meaning of Section 422.


 


“Participant”:
An eligible Employee, Director, consultant, advisor to whom an Award has been granted pursuant to the Plan.


 


“Performance
Award”: An Award subject to performance vesting conditions, which may include Performance Criteria.


 


“Performance
Criteria”: Specified criteria, other than the mere continuation of Employment or the mere passage of time, the satisfaction
of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award. A Performance Criterion and any targets
with respect thereto need not be based upon an increase, a positive or improved result or avoidance of loss and may be applied to a Participant
individually, or to a business unit or division of the Company or to the Company as a whole and may relate to any or any combination
of any criterion or criteria determined by the Administrator (measured either absolutely or comparatively (including, without limitation,
by reference to an index or indices or the performance of one or more companies) and determined either on a consolidated basis or, as
the context permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof and subject
to such adjustments, if any, as the Administrator specifies. A Performance Criterion may also be based on individual performance and/or
subjective performance criteria. The Administrator may provide that one or more of the Performance Criteria applicable to such Award
will be adjusted in a manner to reflect events (for example, but without limitation, acquisitions or dispositions) occurring during the
performance period that affect the applicable Performance Criterion or Criteria. Performance Criteria may be based upon one or more of
the following, without limitation, as determined by the Administrator; provided, however, that the Administrator retains discretion to
select any other Performance Criteria whether or not listed herein: (i) revenue; (ii) sales; (iii) expenses; (iv) operating income; (v)
gross margin; (vi) operating margin; (vii) earnings before any one or more of: stock-based compensation expense, interest, taxes, depreciation
and amortization; (viii) pre-tax profit; (ix) net operating income; (x) net income; (xi) economic value added; (xii) free cash flow;
(xiii) operating cash flow; (xiv) balance of cash, cash equivalents and marketable securities; (xv) stock price; (xvi) earnings per share;
(xvii) return on stockholder equity; (xviii) return on capital; (xix) return on assets; (xx) return on investment; (xxi) total stockholder
return; (xxii) employee satisfaction; (xxiii) employee retention; (xxiv) market share; (xxv) customer satisfaction; (xxvi) product development;
(xxvii) research and development expenses; (xxviii) completion of an identified special project; (xxix) completion of a joint venture
or other corporate transaction; and (xxx) personal performance objectives established for an individual Participant or group of Participants.


 






    EXHIBIT A-3


     


    

 


“Person”:
Any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, other than employee benefit plans
sponsored or maintained by the Company and by entities controlled by the Company or an underwriter, initial purchaser or placement agent
temporarily holding the capital stock of the Company pursuant to a registered public offering.


 


“Prior
Plans”: The Sharecare, Inc. 2010 Equity Incentive Plan, the Sharecare, Inc. 2020 Equity Incentive Plan, the Lucid Global, Inc.
2015 Stock Option and Grant Plan, the MindSciences, Inc. Equity Compensation Plan and the DOC.AI INCORPORATED 2016 Stock Plan.


 


“Restricted
Stock”: Stock subject to restrictions requiring that it be forfeited, redelivered or offered for sale to the Company if specified
performance or other vesting conditions are not satisfied.


 


“Restricted
Stock Unit”: A Stock Unit that is, or as to which the delivery of Stock or of cash in lieu of Stock is, subject to the satisfaction
of specified performance or other vesting conditions.


 


“SAR”:
A right entitling the holder upon exercise to receive an amount (payable in cash or in shares of Stock of equivalent value) equal to
the excess of the Fair Market Value of the shares of Stock subject to the right over the base value from which appreciation under the
SAR is to be measured.


 


“Section
409A”: Section 409A of the Code.


 


“Section
422”: Section 422 of the Code.


 


“Share
Pool”: means the number of shares of Stock available for issuance under the Plan as set forth in Section 4(a).


 


“Stock”:
The Company’s Common Stock, par value $0.0001 per share.


 


“Stock
Option”: An option entitling the holder to acquire shares of Stock upon payment of the exercise price.


 


“Stock
Unit”: An unfunded and unsecured promise, denominated in shares of Stock, to deliver Stock or cash measured by the value of
Stock in the future.


 


“Substitute
Awards”: Awards granted under the Plan in substitution for one or more equity awards of an acquired company that are converted,
replaced or adjusted in connection with the acquisition.


 


“Unrestricted
Stock”: Stock not subject to any restrictions under the terms of the Award.


 


 


EXHIBIT A-4