Exhibit 10.2


 


MARKFORGED HOLDING CORPORATION


 


2021 STOCK OPTION AND INCENTIVE PLAN


 


SECTION 1. GENERAL
PURPOSE OF THE PLAN; DEFINITIONS


 


The name of the plan is the Markforged Holding
Corporation 2021 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable current
and future officers, employees, Non-Employee Directors and Consultants of Markforged Holding Corporation (the “Company”) and
its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire
a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare
will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts
on the Company’s behalf and strengthening their desire to remain with the Company.


 


The following terms shall be defined as set forth
below:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Closing Date” means the date
of the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of February 23, 2021 by
and among the Company and the other parties thereto (as amended from time to time, the “Merger Agreement”).


 






    



     


    

 


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


 


“Consultant” means a consultant
or adviser who provides bona fide services to the Company or an Affiliate as an independent contractor and who qualifies as a consultant
or advisor under Instruction A.1.(a)(1) of Form S-8 under the Act.


 


“Dividend Equivalent Right”
means an Award entitling the grantee to receive credits based on ordinary cash dividends that would have been paid on the shares of Stock
specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the grantee.


 


“Effective Date” means the date
on which the Plan becomes effective as set forth in Section 19.


 


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


 


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


 


“Incentive Stock Option” means
any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Share Reserve” means the aggregate
number of shares of Stock that may be issued under the Plan, as calculated in accordance with Section 3(a)(i) and subject to
adjustment in accordance with Section 3(b).


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(v)           to
determine the vesting, exercisability and payment of Awards, including the authority to accelerate the vesting and exercisability of all
or any portion of any Award;


 


(vi)          subject
to the provisions of Section 5(c), to extend at any time the period in which Stock Options may be exercised; and


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


(a)            Stock
Issuable.


 


(i)            Share
Reserve. The maximum number of shares of Stock reserved and available for issuance under the Plan (the “Share
Reserve”) shall be 42,500,000 shares (the “Initial Limit”), subject to adjustment as provided in this
Section 3, plus on January 1, 2022 and each January 1 thereafter, the number of shares of Stock reserved and
available for issuance under the Plan shall be cumulatively increased by (i) five percent of the number of shares of Stock
issued and outstanding on the immediately preceding December 31 or (ii) such lesser number of shares as determined by the
Administrator (the “Annual Increase”). Subject to such overall limitation, the maximum aggregate number of shares
of Stock that may be issued in the form of Incentive Stock Options shall not exceed the Initial Limit, as cumulatively increased on
January 1, 2022 and each January 1 thereafter by the lesser of the Annual Increase for such year or 42,5000,000 
shares of Stock, subject in all cases to adjustment as provided in Section 3(b). For purposes of this limitation, the shares of
Stock underlying any awards under the Plan that are forfeited, canceled, held back upon exercise of an option or settlement of an
award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of
Stock or otherwise terminated (other than by exercise) shall be added back to the Share Reserve and, to the extent permitted under
Section 422 of the Code and the regulations promulgated thereunder, the shares of Stock that may be issued as Incentive Stock
Options. In the event the Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of
Stock available for issuance under the Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum
number pursuant to any type or types of Award. The shares available for issuance under the Plan may be authorized but unissued
shares of Stock or shares of Stock reacquired by the Company.


 


(ii)           Earnout
RSU Share Reserve. An additional 1,400,000  shares of Stock, subject to adjustment as provided in this Section 3, shall
be reserved under the Plan to be used solely and exclusive for the grant of Earnout RSUs (as defined in the Merger Agreement)
pursuant to the terms and conditions of the Merger Agreement and may be used solely for such purpose (the “Earnout RSU
Share Reserve”). The shares of Stock issuable under any Earnout RSUs that may be awarded under this
Section 3(a)(ii) shall be in addition to and shall not reduce the Share Reserve, provided that Earnout RSUs shall
constitute Awards under this Plan for all other relevant purposes. The shares of Stock underlying any Earnout RSUs that are
forfeited, canceled, held back upon settlement of an Earnout RSU to cover any applicable tax withholding, reacquired or repurchased
by the Company, satisfied without the issuance of Stock or otherwise terminated (other than by settlement of the Earnout RSU) shall
be added back to the shares available for grant under this Section 3(a)(ii), and shall not be added to the Share Reserve.


 






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


 


(c)            Mergers
and Other Transactions. In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption
or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the successor
entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise
prices, as such parties shall agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution
of Awards, upon the effective time of the Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate. In such case,
except as may be otherwise provided in the relevant Award Certificate, all Awards with time-based vesting, conditions or restrictions
shall become fully vested and exercisable or nonforfeitable as of the effective time of the Sale Event, and all Awards with conditions
and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in connection with a Sale Event
in the Administrator’s discretion or to the extent specified in the relevant Award Certificate. In the event of such termination,
(i) the Company shall have the option (in its sole discretion) to make or provide for a payment, in cash or in kind, to the grantees
holding Options and Stock Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference between
(A) the Sale Price multiplied by the number of shares of Stock subject to outstanding Options and Stock Appreciation Rights (to the
extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options
and Stock Appreciation Rights (provided that, in the case of an Option or Stock Appreciation Right with an exercise price equal to or
greater than the Sale Price, such Option or Stock Appreciation Right shall be cancelled for no consideration); or (ii) each grantee
shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator,
to exercise all outstanding Options and Stock Appreciation Rights (to the extent then exercisable) held by such grantee. The Company shall
also have the option (in its sole discretion) to make or provide for a payment, in cash or in kind, to the grantees holding other Awards
in an amount equal to the Sale Price multiplied by the number of vested shares of Stock under such Awards.


 






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(d)           Maximum
Awards to Non-Employee Directors. Notwithstanding anything to the contrary in this Plan, the value of all Awards awarded under this
Plan and all other cash compensation paid by the Company to any Non-Employee Director in any calendar year for service as a Non-Employee
Director shall not exceed $750,000; provided, however, that such amount shall be $1,500,000 for the calendar year in which the applicable
Non-Employee Director is initially elected or appointed to the Board. For the purpose of this limitation, the value of any Award shall
be its grant date fair value, as determined in accordance with FASB ASC 718 or successor provision but excluding the impact of estimated
forfeitures related to service-based vesting provisions.


 


SECTION 4. ELIGIBILITY


 


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


 


SECTION 5. STOCK
OPTIONS


 


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


 


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


 


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


 


(b)           Exercise
Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be determined
by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. In the
case of an Incentive Stock Option that is granted to a Ten Percent Owner, the exercise price of such Incentive Stock Option shall be not
less than 110 percent of the Fair Market Value on the grant date. Notwithstanding the foregoing, Stock Options may be granted with an
exercise price per share that is less than 100 percent of the Fair Market Value on the date of grant (i) pursuant to a transaction
described in, and in a manner consistent with, Section 424(a) of the Code, (ii) to individuals who are not subject to U.S.
income tax on the date of grant or (iii) the Stock Option is otherwise compliant with Section 409A.


 






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


 


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


 


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


 


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


 


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


 


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


 


(iv)          With
respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which the Company
will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does
not exceed the aggregate exercise price; or


 


(v)           Through
any other method as may be determined by the Administrator from time to time.


 






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


 


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


 


SECTION 6. STOCK
APPRECIATION RIGHTS


 


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


 


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


 


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


 


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


 


SECTION 7. RESTRICTED
STOCK AWARDS


 


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


 






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


 


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


 


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


 


SECTION 8. RESTRICTED
STOCK UNITS


 


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


 






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


 


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


 


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


 


SECTION 9. UNRESTRICTED
STOCK AWARDS


 


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


 


SECTION 10. CASH-BASED
AWARDS


 


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


 






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SECTION 11. DIVIDEND
EQUIVALENT RIGHTS


 


(a)            Dividend
Equivalent Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an Award
entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend
Equivalent Right (or other Award to which it relates) if such shares had been issued to the grantee. A Dividend Equivalent Right may be
granted hereunder to any grantee as a component of an award of Restricted Stock Units or as a freestanding award. The terms and conditions
of Dividend Equivalent Rights shall be specified in the Award Certificate. Dividend equivalents credited to the holder of a Dividend Equivalent
Right may be paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents.
Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend
reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock or a combination
thereof, in a single installment or installments. A Dividend Equivalent Right granted as a component of an Award of Restricted Stock Units
shall provide that such Dividend Equivalent Right shall be settled only upon settlement or payment of, or lapse of restrictions on, such
other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other
Award.


 


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


 


SECTION 12. Transferability
of Awards


 


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


 


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


 






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


 


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


 


SECTION 13. TAX
WITHHOLDING


 


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


 


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


 






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SECTION 14. Section 409A
awards


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 16. AMENDMENTS
AND TERMINATION


 


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


 






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SECTION 17. STATUS
OF PLAN


 


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


 


SECTION 18. GENERAL
PROVISIONS


 


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


 


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


 


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


 






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


 


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


 


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


 


SECTION 19. EFFECTIVE
DATE OF PLAN


 


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


 


SECTION 20. GOVERNING
LAW


 


This Plan and all Awards and actions taken thereunder
shall be governed by, and construed in accordance with, the General Corporation Law of the State of Delaware as to matters within the
scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of Commonwealth of
Massachusetts, applied without regard to conflict of law principles.


 






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