Exhibit 10.9


 


FORM OF VERTICAL AEROSPACE LTD.

2021 INCENTIVE AWARD PLAN


 


ARTICLE 1.


 


PURPOSE


 


The purpose of the Vertical
Aerospace Limited 2021 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) is to
promote the success and enhance the value of Vertical Aerospace Limited, a Cayman Islands company (the “Company”) by
linking the individual interests of Directors, Employees, and Consultants to those of Company stockholders and by providing such individuals
with an incentive for outstanding performance to generate superior returns to Company stockholders. The Plan is further intended to provide
flexibility to the Company in its ability to motivate, attract, and retain the services of Directors, Employees, and Consultants upon
whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.


 


ARTICLE 2.


 


DEFINITIONS
AND CONSTRUCTION


 


Wherever the following terms
are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun
shall include the plural where the context so indicates.


 


2.1            “Administrator”
shall mean the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such
Committee.


 


2.2            “Applicable
Accounting Standards” shall mean Generally Accepted Accounting Principles in the United States, International Financial
Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United
States federal securities laws from time to time.


 


2.3            “Applicable
Law” shall mean any applicable law, including, without limitation: (a) provisions of the Code, the Securities Act, the
Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements
or regulations, whether federal, state, local or foreign; and (c) rules of any securities exchange or automated quotation system
on which the Shares are listed, quoted or traded.


 


2.4            “Automatic
Exercise Date” shall mean, with respect to an Option or a Stock Appreciation Right, the last business day of the applicable
Option Term or Stock Appreciation Right Term that was initially established by the Administrator for such Option or Stock Appreciation
Right (e.g., the last business day prior to the tenth (10th) anniversary of the date of grant of such Option or Stock
Appreciation Right if the Option or Stock Appreciation Right initially had a ten-year (10 year) Option Term or Stock Appreciation Right
Term, as applicable).


 






     


     


    

 


2.5            “Award”
shall mean an Option, a Stock Appreciation Right, a Restricted Stock award, a Restricted Stock Unit award, an Other Stock or Cash Based
Award or a Dividend Equivalent award, which may be awarded or granted under the Plan.


 


2.6            “Award
Agreement” shall mean any written notice, agreement, terms and conditions, contract or other instrument or document evidencing
an Award, including through electronic medium (which may be limited to notation on the books and records of the Company) and, with the
approval of the Administrator, which need not be signed by a representative of the Company or a recipient, which shall contain such terms
and conditions with respect to an Award as the Administrator shall determine consistent with the Plan.


 


2.7            “Board”
shall mean the Board of Directors of the Company.


 


2.8            “Change
in Control” shall mean and includes each of the following:


 


(a)            A
transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed
with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons”
(as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) directly or indirectly acquires beneficial ownership
(within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of securities of the Company possessing more than 50% of the
total combined voting power of the Company’s securities outstanding immediately after such acquisition; provided, however,
that the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company or any of its Subsidiaries;
(ii) any acquisition by an employee benefit plan maintained by the Company or any of its Subsidiaries, (iii) any acquisition
which complies with Sections 2.8(c)(i), 2.8(c)(ii) or 2.8(c)(iii); or (iv) in respect of an Award held by a particular Holder,
any acquisition by the Holder or any group of persons including the Holder (or any entity controlled by the Holder or any group of persons
including the Holder);


 


(b)            The
Incumbent Directors cease for any reason to constitute a majority of the Board; or


 


(c)            The
consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries)
of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially
all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or
stock of another entity, in each case other than a transaction:


 


(i)            which
results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining
outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls,
directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise
succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly,
at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction,
and


 






     


     


    

 


(ii)           after
which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity;
provided, however, that no person or group shall be treated for purposes of this Section 2.8(c)(ii) as
beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the
Company prior to the consummation of the transaction; and


 


(iii)          after
which at least a majority of the members of the board of directors (or the analogous governing body) of the Successor Entity were Board
members at the time of the Board’s approval of the execution of the initial agreement providing for such transaction; or


 


Notwithstanding the foregoing, if a Change in
Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral of compensation
that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the
transaction or event described in subsection (a), (b), or (c) with respect to such Award (or portion thereof) shall only constitute
a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,”
as defined in Treasury Regulation Section 1.409A-3(i)(5).


 


2.9            “Cause”
shall mean any of the Company or any parent of the Company or a Subsidiary having “Cause” to terminate Holder’s employment
or services, as such term is defined in any relevant employment or services agreement between Holder and the Company (or any parent of
the Company or a Subsidiary, as applicable); provided that, in the absence of such agreement containing such definition, the Company
(or any parent of the Company or a Subsidiary, as applicable) shall have “Cause” to terminate Holder’s employment or
services upon: (i) gross neglect or willful misconduct by Holder of Holder’s duties or Holder’s willful failure to carry
out, or comply with, in any material respect any lawful and reasonable directive of the Board; (ii) conviction of Holder of a criminal
offence (other than in connection with a traffic violation that does not result in imprisonment); (iii) Holder’s habitual unlawful
use (including being under the influence) or possession of illegal drugs on the Company’s (or a parent of the Company’s or
a Subsidiary’s) premises or while performing Holder’s duties and responsibilities; (iv) Holder’s commission at
any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against the Company (or
any predecessor thereto or successor thereof); or (v) Holder’s material breach of an Award Agreement or any other confidentiality,
non-compete or non-solicitation covenant with the Company (or a parent of the Company or a Subsidiary, as applicable); provided that the
Company (or a parent of the Company or a Subsidiary, as applicable) shall provide Holder with fifteen (15) days prior written notice before
any termination due to (i) or (v) (other than to the extent that (i) relates to any fraud or intentional misconduct) with
an opportunity to meet with the Board and discuss or cure any such alleged violation.


 


2.10          “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, together with the regulations and official guidance promulgated
thereunder, whether issued prior or subsequent to the grant of any Award.


 


2.11          “Committee”
shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board which may be comprised of one or
more Directors and/or executive officers of the Company as appointed by the Board, to the extent permitted in accordance with Applicable
Law.


 






     


     


    

 


2.12            “Common
Stock” shall mean the common stock of the Company.


 


2.13            “Company”
shall have the meaning set forth in Article 1.


 


2.14            “Consultant”
shall mean any consultant or adviser engaged to provide services to the Company or any parent of the Company or Subsidiary who qualifies
as a consultant or advisor under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8
Registration Statement.


 


2.15            “Director”
shall mean a member of the Board, as constituted from time to time.


 


2.16            “Director
Limit” shall have the meaning set forth in Section 4.6.


 


2.17            “Disability”
shall mean, except as otherwise provided in an Award Agreement, that the Holder is either (a) unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can
be expected to last for a continuous period of not less than twelve (12) months, or (b) by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve
(12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan
covering Employees of the Company. For purposes of the Plan, a Holder shall be deemed to have incurred a Disability if the Holder is determined
to be totally disabled by the Social Security Administration or in accordance with the applicable disability insurance program of the
Company’s, provided that the definition of “disability” applied under such disability insurance program complies
with the requirements of this definition.


 


2.18            “Dividend
Equivalent” shall mean a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awarded under
Section 9.2.


 


2.19            “DRO”
shall mean a “domestic relations order” as defined by the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended from time to time, or the rules thereunder.


 


2.20            “Effective
Date” shall mean the date the Plan is adopted by the Board, subject to approval of the Plan by the Company’s stockholders.


 


2.21            “Eligible
Individual” shall mean any person who is an Employee, a Consultant or a Non-Employee Director, as determined by the Administrator.


 


2.22            “Employee”
shall mean any officer or other employee (as determined in accordance with Section 3401(c) of the Code and the Treasury Regulations
thereunder) of the Company or of any parent of the Company or Subsidiary.


 






     


     


    

 


2.23            “Equity
Restructuring” shall mean a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock
split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares
(or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value
of the Common Stock underlying outstanding Awards.


 


2.24            “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


2.25            “Fair
Market Value” shall mean, as of any given date, the value of a Share determined as follows:


 


(a)            If
the Common Stock is (i) listed on any established securities exchange (such as the New York Stock Exchange, the Nasdaq Capital Market,
the Nasdaq Global Market and the Nasdaq Global Select Market), (ii) listed on any national market system or (iii) quoted or
traded on any automated quotation system, its Fair Market Value shall be the closing sales price for a Share as quoted on such exchange
or system for such date or, if there is no closing sales price for a Share on the date in question, the closing sales price for a Share
on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the
Administrator deems reliable. Notwithstanding the foregoing, if the Committee determines in its discretion that an alternative definition
of Fair Market Value should be used in connection with the grant, exercise, vesting, settlement or payout of any Award, it may specify
such alternative definition in the Award Agreement. Such alternative definition may include a price that is based on the opening, actual,
high, low, or average selling prices of a Share on the applicable securities exchange on the given date, the trading date preceding the
given date, the trading date next succeeding the given date, or an average of trading days.


 


(b)            If
the Common Stock is not listed on an established securities exchange, national market system or automated quotation system, but the Common
Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices
for such date or, if there are no high bid and low asked prices for a Share on such date, the high bid and low asked prices for a Share
on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the
Administrator deems reliable.


 


(c)            If
the Common Stock is neither listed on an established securities exchange, national market system or automated quotation system nor regularly
quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in its discretion.


 


2.26            “Greater
Than 10% Stockholder” shall mean an individual then owning (within the meaning of Section 424(d) of the Code) more
than 10% of the total combined voting power of all classes of stock of the Company or any subsidiary corporation (as defined in Section 424(f) of
the Code) or parent corporation thereof (as defined in Section 424(e) of the Code).


 


2.27            “Holder”
shall mean a person who has been granted an Award.


 






     


     


    

 


2.28            “Incentive
Stock Option” shall mean an Option that is intended to qualify as an incentive stock option and conforms to the applicable provisions
of Section 422 of the Code.


 


2.29            “Incumbent
Directors” shall mean for any period of 24 consecutive months, individuals who, at the beginning of such period, constitute
the Board together with any new Director(s) (other than a Director designated by a person who shall have entered into an agreement
with the Company to effect a transaction described in Section 2.8(a) or 2.8(c)) whose election or nomination for election to
the Board was approved by a vote of at least a majority (either by a specific vote or by approval of the proxy statement of the Company
in which such person is named as a nominee for Director without objection to such nomination) of the Directors then still in office who
either were Directors at the beginning of the 24-month period or whose election or nomination for election was previously so approved.
No individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with
respect to Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than
the Board shall be an Incumbent Director.


 


2.30            “Non-Employee
Director” shall mean a Director of the Company who is not an Employee.


 


2.31            “Non-Employee
Director Equity Compensation Policy” shall have the meaning set forth in Section 4.6.


 


2.32            “Non-Qualified
Stock Option” shall mean an Option that is not an Incentive Stock Option or which is designated as an Incentive Stock Option
but does not meet the applicable requirements of Section 422 of the Code.


 


2.33            “Option”
shall mean a right to purchase Shares at a specified exercise price, granted under Article 5. An Option shall be either a Non-Qualified
Stock Option or an Incentive Stock Option; provided, however, that Options granted to Non-Employee Directors and Consultants
shall only be Non-Qualified Stock Options.


 


2.34            “Option
Term” shall have the meaning set forth in Section 5.4.


 


2.35            “Organizational
Documents” shall mean, collectively, (a) the Company’s articles of incorporation, certificate of incorporation, bylaws
or other similar organizational documents relating to the creation and governance of the Company, and (b) the Committee’s charter
or other similar organizational documentation relating to the creation and governance of the Committee.


 


2.36            “Other
Stock or Cash Based Award” shall mean a cash payment, cash bonus award, stock payment, stock bonus award, performance award
or incentive award that is paid in cash, Shares or a combination of both, awarded under Section 9.1, which may include, without limitation,
deferred stock, deferred stock units, performance awards, retainers, committee fees, and meeting-based fees.


 






     


     


    

 


2.37            “Performance
Criteria” shall mean the criteria (and adjustments) that the Administrator selects for an Award for purposes of establishing
the Performance Goal or Performance Goals for a Performance Period. The Performance Criteria that may be used to establish Performance
Goals may include, but are not limited to, the following: (i) net earnings or losses (either before or after one or more of the following:
(A) interest, (B) taxes, (C) depreciation, (D) amortization and (E) non-cash equity-based compensation expense);
(ii) gross or net sales or revenue or sales or revenue growth; (iii) net income (either before or after taxes); (iv) adjusted
net income; (v) operating earnings or profit (either before or after taxes); (vi) cash flow (including, but not limited to,
operating cash flow and free cash flow); (vii) return on assets; (viii) return on capital (or invested capital) and cost of
capital; (ix) return on stockholders’ equity; (x) total stockholder return; (xi) return on sales; (xii) gross
or net profit or operating margin; (xiii) costs, reductions in costs and cost control measures; (xiv) expenses; (xv) working
capital; (xvi) earnings or loss per share; (xvii) adjusted earnings or loss per share; (xviii) price per share or dividends
per share (or appreciation in and/or maintenance of such price or dividends); (xix) regulatory achievements or compliance (including,
without limitation, regulatory body approval for commercialization of a product); (xx) implementation or completion of critical projects;
(xxi) market share; (xxii) economic value; and (xxiii) individual employee performance, any of which may be measured either
in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or other employees
or to market performance indicators or indices.


 


2.38            “Performance
Goals” shall mean, for a Performance Period, one or more goals established in writing by the Administrator for the Performance
Period based upon one or more Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the
Performance Goals may be expressed in terms of overall Company performance or the performance of a Subsidiary, division, business unit,
or an individual. The achievement of each Performance Goal shall be determined with reference to Applicable Accounting Standards or other
methodology as determined appropriate by the Administrator.


 


2.39            “Performance
Period” shall mean one or more periods of time, which may be of varying and overlapping durations, as the Administrator may
select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Holder’s right
to, vesting of, and/or the payment in respect of, an Award.


 


2.40            “Permitted
Transferee” shall mean, with respect to a Holder, any “family member” of the Holder, as defined in the General Instructions
to Form S-8 Registration Statement under the Securities Act (or any successor form thereto), or any other transferee specifically
approved by the Administrator after taking into account Applicable Law.


 


2.41            “Plan”
shall have the meaning set forth in Article 1.


 


2.42            “Program”
shall mean any program adopted by the Administrator pursuant to the Plan containing the terms and conditions intended to govern a specified
type of Award granted under the Plan and pursuant to which such type of Award may be granted under the Plan.


 


2.43            “Restricted
Stock” shall mean Common Stock awarded under Article 7 that is subject to certain restrictions and may be subject to risk
of forfeiture or repurchase.


 


2.44            “Restricted
Stock Units” shall mean the right to receive Shares awarded under Article 8.


 






     


     


    

 


2.45            “SAR
Term” shall have the meaning set forth in Section 5.4.


 


2.46            “Section 409A”
shall mean Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder,
including, without limitation, any such regulations or other guidance that may be issued after the Effective Date.


 


2.47            “Securities
Act” shall mean the Securities Act of 1933, as amended.


 


2.48            “Shares”
shall mean shares of Common Stock.


 


2.49            “Stock
Appreciation Right” shall mean an Award entitling the Holder (or other person entitled to exercise pursuant to the Plan) to
exercise all or a specified portion thereof (to the extent then exercisable pursuant to its terms) and to receive from the Company an
amount determined by multiplying (i) the difference obtained by subtracting (x) the exercise price per share of such Award from
(y) the Fair Market Value on the date of exercise of such Award by (ii) the number of Shares with respect to which such Award
shall have been exercised, subject to any limitations the Administrator may impose.


 


2.50            “Subsidiary”
shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company
if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities
or interests representing at least fifty percent (50%) of the total combined voting power of all classes of securities or interests in
one of the other entities in such chain.


 


2.51            “Substitute
Award” shall mean an Award granted under the Plan in connection with a corporate transaction, such as a merger, combination,
consolidation or acquisition of property or stock, in any case, upon the assumption of, or in substitution for, outstanding equity awards
previously granted by a company or other entity; provided, however, that in no event shall the term “Substitute Award”
be construed to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.


 


2.52            “Termination
of Service” shall mean the date the Holder ceases to be an Eligible Individual. The Administrator, in its sole discretion, shall
determine the effect of all matters and questions relating to any Termination of Service, including, without limitation, whether a Termination
of Service has occurred, whether a Termination of Service resulted from a discharge for cause and all questions of whether particular
leaves of absence constitute a Termination of Service; provided, however, that, with respect to Incentive Stock Options,
unless the Administrator otherwise provides in the terms of any Program, Award Agreement or otherwise, or as otherwise required by Applicable
Law, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship
shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change interrupts
employment for the purposes of Section 422(a)(2) of the Code and the then-applicable regulations and revenue rulings under said
Section. For purposes of the Plan, a Holder’s employee-employer relationship or consultancy relations shall be deemed to be terminated
in the event that the Subsidiary employing or contracting with such Holder ceases to remain a Subsidiary following any merger, sale of
stock or other corporate transaction or event (including, without limitation, a spin-off).


 






     


     


    

 


ARTICLE 3.


 


SHARES
SUBJECT TO THE PLAN


 


3.1            Number
of Shares.


 


(a)            Subject
to Sections 3.1(b) and 12.2, Awards may be made under the Plan covering an aggregate number of Shares equal to the sum of: (i) 5%
of the Shares outstanding (on an as-converted basis) on the date the Plan is adopted by the Board, and (ii) an annual increase on
the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2032, equal to the lesser
of (A) 5.0% of the Shares outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (B) such
smaller number of Shares as determined by the Board; provided, however, no more than [●] Shares may be issued
upon the exercise of Incentive Stock Options. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized
and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market.


 


(b)            If
any Shares subject to an Award are forfeited or expire, are converted to shares of another person in connection with a recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or other similar event, or such Award is settled
for cash (in whole or in part) (including Shares repurchased by the Company under Section 7.4 at the same price paid by the Holder),
the Shares subject to such Award shall, to the extent of such forfeiture, expiration, termination without distribution of Shares or cash
settlement, again be available for future grants of Awards under the Plan. In addition, the following Shares shall be added to the Shares
authorized for grant under Section 3.1(a) and shall again be available for future grants of Awards: (i) Shares tendered
by a Holder or withheld by the Company in payment of the exercise price of an Option; (ii) Shares tendered by the Holder or withheld
by the Company to satisfy any tax withholding obligation with respect to an Award; (iii) Shares subject to a Stock Appreciation Right
or other stock-settled Award (including Awards that may be settled in cash or stock) that are not issued in connection with the settlement
or exercise, as applicable, of the Stock Appreciation Right or other stock-settled Award; and (iv) Shares purchased on the open market
by the Company with the cash proceeds received from the exercise of Options. Any Shares repurchased by the Company under Section 7.4
at the same price paid by the Holder so that such Shares are returned to the Company shall again be available for Awards. The payment
of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Shares available for issuance
under the Plan. Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such
action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code. For the
avoidance of doubt, Shares underlying Awards that are subject to the achievement of performance goals shall be counted against the Share
reserve based on the target value of such Awards unless and until such time as such Awards become vested and settled in Shares.


 






     


     


    

 


(c)            Substitute
Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute
Awards shall not reduce the Shares authorized for grant under the Plan, except as may be required by reason of Section 422 of the
Code, and Shares subject to such Substitute Awards shall not be added to the Shares available for Awards under the Plan. Additionally,
in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares
available under a pre-existing plan approved by its stockholders and not adopted in contemplation of such acquisition or combination,
the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange
ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable
to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall
not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available
for Awards under the Plan as provided in this Section 3.1(c)); provided that Awards using such available Shares shall not
be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination,
and shall only be made to individuals who were not employed by or providing services to the Company or its Subsidiaries immediately prior
to such acquisition or combination.


 


ARTICLE 4.


 


GRANTING
OF AWARDs


 


4.1            Participation.
The Administrator may, from time to time, select from among all Eligible Individuals those to whom an Award shall be granted and shall
determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. Except for any Non-Employee
Director’s right to Awards that may be required pursuant to the Non-Employee Director Equity Compensation Policy as described in
Section 4.6, no Eligible Individual or other person shall have any right to be granted an Award pursuant to the Plan and neither
the Company nor the Administrator is obligated to treat Eligible Individuals, Holders or any other persons uniformly. Participation by
each Holder in the Plan shall be voluntary and nothing in the Plan or any Program shall be construed as mandating that any Eligible Individual
or other person shall participate in the Plan.


 


4.2            Award
Agreement. Each Award shall be evidenced by an Award Agreement that sets forth the terms, conditions and limitations for such Award
as determined by the Administrator in its sole discretion (consistent with the requirements of the Plan and any applicable Program). Award
Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions
of Section 422 of the Code. The Administrator, in its sole discretion, may grant Awards to Eligible Individuals that are based on
one or more Performance Criteria or achievement of one or more Performance Goals or any such other criteria or goals as the Administrator
shall establish.


 


4.3            Limitations
Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded
to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional requirements or limitations
set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act
and any amendments thereto) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law,
the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive
rule.


 






     


     


    

 


4.4            At-Will
Service. Nothing in the Plan or in any Program or Award Agreement hereunder shall confer upon any Holder any right to continue in
the employ of, or as a Director or Consultant for, the Company or any Subsidiary, or shall interfere with or restrict in any way the rights
of the Company and any Subsidiary, which rights are hereby expressly reserved, to discharge any Holder at any time for any reason whatsoever,
with or without cause, and with or without notice, or to terminate or change all other terms and conditions of employment or engagement,
except to the extent expressly provided otherwise in a written agreement between the Holder and the Company or any Subsidiary.


 


4.5            Foreign
Holders. Notwithstanding any provision of the Plan or applicable Program to the contrary, in order to comply with the Applicable Law
in countries other than the United States in which the Company and its Subsidiaries operate or have Employees, Non-Employee Directors
or Consultants, or in order to comply with the requirements of any foreign securities exchange or other Applicable Law, the Administrator,
in its sole discretion, shall have the power and authority to: (a) determine which Subsidiaries shall be covered by the Plan; (b) determine
which Eligible Individuals outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions
of any Award granted to Eligible Individuals outside the United States to comply with Applicable Law (including, without limitation, applicable
foreign laws or listing requirements of any foreign securities exchange); (d) establish subplans and modify exercise procedures and
other terms and procedures, to the extent such actions may be necessary or advisable; provided, however, that no such subplans
and/or modifications shall increase the share limitation contained in Section 3.1 or the Director Limit; and (e) take any action,
before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory
exemptions or approvals or listing requirements of any foreign securities exchange.


 


4.6            Non-Employee
Director Awards.


 


(a)            Non-Employee
Director Equity Compensation Policy. The Administrator, in its sole discretion, may provide that Awards granted to Non-Employee Directors
shall be granted pursuant to a written nondiscretionary formula established by the Administrator (the “Non-Employee Director
Equity Compensation Policy”), subject to the limitations of the Plan. The Non-Employee Director Equity Compensation Policy shall
set forth the type of Award(s) to be granted to Non-Employee Directors, the number of Shares to be subject to Non-Employee Director
Awards, the conditions on which such Awards shall be granted, become exercisable and/or payable and expire, and such other terms and conditions
as the Administrator shall determine in its sole discretion. The Non-Employee Director Equity Compensation Policy may be modified by the
Administrator from time to time in its sole discretion and pursuant to the exercise of its business judgment, taking into account such
factors, circumstances and considerations as it shall deem relevant from time to time.


 






     


     


    

 


(b)            Director
Limit. Notwithstanding any provision to the contrary in the Plan or in the Non-Employee Director Equity Compensation Policy, the sum
of the grant date fair value of Awards and the amount of any other fees granted to a Non-Employee Director during any calendar year shall
not exceed $500,000 (the “Director Limit”). The Administrator may make exceptions to this limit for individual Non-Employee
Directors in extraordinary circumstances, as the Administrator may determine in its discretion, provided that the Non-Employee Director
receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation
decisions involving Non-Employee Directors.


 


ARTICLE 5.


 


granting
OF OPTIONS and stock appreciation rights


 


5.1            Granting
of Options and Stock Appreciation Rights to Eligible Individuals. The Administrator is authorized to grant Options and Stock Appreciation
Rights to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine, which shall
not be inconsistent with the Plan, including any limitations in the Plan that apply to Incentive Stock Options.


 


5.2            Qualification
of Incentive Stock Options. The Administrator may grant Options intended to qualify as Incentive Stock Options only to employees of
the Company, any of the Company’s present or future “parent corporations” or “subsidiary corporations” as
defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive
Incentive Stock Options under the Code. No person who qualifies as a Greater Than 10% Stockholder may be granted an Incentive Stock Option
unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. To the extent that the aggregate
fair market value of stock with respect to which “incentive stock options” (within the meaning of Section 422 of the
Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Holder during any calendar year
under the Plan, and all other plans of the Company and any parent corporation or subsidiary corporation thereof (as defined in Section 424(e) and
424(f) of the Code, respectively), exceeds $100,000, the Options shall be treated as Non-Qualified Stock Options to the extent required
by Section 422 of the Code. The rule set forth in the immediately preceding sentence shall be applied by taking Options and
other “incentive stock options” into account in the order in which they were granted and the Fair Market Value of stock shall
be determined as of the time the respective options were granted. Any interpretations and rules under the Plan with respect to Incentive
Stock Options shall be consistent with the provisions of Section 422 of the Code. Neither the Company nor the Administrator shall
have any liability to a Holder, or any other person, (a) if an Option (or any part thereof) which is intended to qualify as an Incentive
Stock Option fails to qualify as an Incentive Stock Option or (b) for any action or omission by the Company or the Administrator
that causes an Option not to qualify as an Incentive Stock Option, including, without limitation, the conversion of an Incentive Stock
Option to a Non-Qualified Stock Option or the grant of an Option intended as an Incentive Stock Option that fails to satisfy the requirements
under the Code applicable to an Incentive Stock Option.


 






     


     


    

 


5.3            Option
and Stock Appreciation Right Exercise Price. The exercise price per Share subject to each Option and Stock Appreciation Right shall
be set by the Administrator, but shall not be less than 100% of the Fair Market Value of a Share on the date the Option or Stock Appreciation
Right, as applicable, is granted (or, as to Incentive Stock Options, on the date the Option is modified, extended or renewed for purposes
of Section 424(h) of the Code). In addition, in the case of Incentive Stock Options granted to a Greater Than 10% Stockholder,
such price shall not be less than 110% of the Fair Market Value of a Share on the date the Option is granted (or the date the Option is
modified, extended or renewed for purposes of Section 424(h) of the Code). Notwithstanding the foregoing, in the case of an
Option or Stock Appreciation Right that is a Substitute Award granted following a transaction described in Code Section 424(a), the
exercise price per share of the Shares subject to such Option or Stock Appreciation Right, as applicable, may be less than the Fair Market
Value per share on the date of grant; provided that the exercise price of any Substitute Award shall be determined in accordance
with the applicable requirements of Section 424 and Section 409A of the Code and the applicable Treasury regulations.


 


5.4            Option
and SAR Term. The term of each Option (the “Option Term”) and the term of each Stock Appreciation Right (the “SAR
Term”) shall be set by the Administrator in its sole discretion; provided, however, that the Option Term or SAR
Term, as applicable, shall not be more than (a) ten (10) years from the date the Option or Stock Appreciation Right, as applicable,
is granted to an Eligible Individual (other than a Greater Than 10% Stockholder), or (b) five (5) years from the date an Incentive
Stock Option is granted to a Greater Than 10% Stockholder. Except as limited by the requirements of Section 409A or Section 422
of the Code and regulations and rulings thereunder or the first sentence of this Section 5.4 and without limiting the Company’s
rights under Section 10.7, the Administrator may extend the Option Term of any outstanding Option or the SAR Term of any outstanding
Stock Appreciation Right, and may extend the time period during which vested Options or Stock Appreciation Rights may be exercised, in
connection with any Termination of Service of the Holder or otherwise, and may amend, subject to Section 10.7 and 12.1, any other
term or condition of such Option or Stock Appreciation Right relating to such Termination of Service of the Holder or otherwise.


 


5.5            Option
and SAR Vesting. The period during which the right to exercise, in whole or in part, an Option or Stock Appreciation Right vests in
the Holder shall be set by the Administrator and set forth in the applicable Award Agreement. Notwithstanding the foregoing and unless
determined otherwise by the Company, in the event that on the last business day of the term of an Option or Stock Appreciation Right (other
than an Incentive Stock Option) with respect to which the applicable exercise price per Share is greater than the Fair Market Value of
a Share as of such date, (a) the exercise of the Option or Stock Appreciation Right is prohibited by Applicable Law, as determined
by the Company, or (b) Shares may not be purchased or sold by the applicable Holder due to any Company insider trading policy (including
blackout periods) or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term
of the Option or Stock Appreciation Right shall be extended until the date that is thirty (30) days after the end of the legal prohibition,
black-out period or lock-up agreement, as determined by the Company; provided, however, in no event shall the extension last beyond the
ten-year (10 year) term of the applicable Option or Stock Appreciation Right. Unless otherwise determined by the Administrator in the
Award Agreement, the applicable Program or by action of the Administrator following the grant of the Option or Stock Appreciation Right,
(i) no portion of an Option or Stock Appreciation Right which is unexercisable at a Holder’s Termination of Service shall thereafter
become exercisable and (ii) the portion of an Option or Stock Appreciation Right that is unexercisable at a Holder’s Termination
of Service shall automatically expire thirty (30) days following such Termination of Service.


 






     


     


    

 


5.6            Substitution
of Stock Appreciation Rights; Early Exercise of Options. The Administrator may provide in the applicable Program or Award Agreement
evidencing the grant of an Option that the Administrator, in its sole discretion, shall have the right to substitute a Stock Appreciation
Right for such Option at any time prior to or upon exercise of such Option; provided that such Stock Appreciation Right shall be
exercisable with respect to the same number of Shares for which such substituted Option would have been exercisable, and shall also have
the same exercise price, vesting schedule and remaining term as the substituted Option. The Administrator may provide in the terms of
an Award Agreement that the Holder may exercise an Option in whole or in part prior to the full vesting of the Option in exchange for
unvested shares of Restricted Stock with respect to any unvested portion of the Option so exercised. Shares of Restricted Stock acquired
upon the exercise of any unvested portion of an Option shall be subject to such terms and conditions as the Administrator shall determine.


 


ARTICLE 6.


 


EXERCISE
OF OPTIONS and STOCK APPRECIATION RIGHTS


 


6.1            Exercise
and Payment. An exercisable Option or Stock Appreciation Right may be exercised in whole or in part. However, unless the Administrator
otherwise determines, an Option or Stock Appreciation Right shall not be exercisable with respect to fractional Shares and the Administrator
may require that, by the terms of the Option or Stock Appreciation Right, a partial exercise must be with respect to a minimum number
of Shares. Payment of the amounts payable with respect to Stock Appreciation Rights pursuant to this Article 6 shall be in cash,
Shares (based on its Fair Market Value as of the date the Stock Appreciation Right is exercised), or a combination of both, as determined
by the Administrator.


 


6.2            Manner
of Exercise. Except as set forth in Section 6.3, all or a portion of an exercisable Option or Stock Appreciation Right shall
be deemed exercised upon delivery of all of the following to the Secretary of the Company, the stock plan administrator of the Company
or such other person or entity designated by the Administrator, or his, her or its office, as applicable:


 


(a)            A
written notice of exercise in a form the Administrator approves (which may be electronic) complying with the applicable rules established
by the Administrator. The notice shall be signed or otherwise acknowledge electronically by the Holder or other person then entitled to
exercise the Option or Stock Appreciation Right or such portion thereof;


 


(b)            Such
representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with Applicable
Law.


 


(c)            In
the event that the Option shall be exercised pursuant to Section 10.3 by any person or persons other than the Holder, appropriate
proof of the right of such person or persons to exercise the Option or Stock Appreciation Right, as determined in the sole discretion
of the Administrator; and


 






     


     


    

 


(d)            Full
payment of the exercise price and applicable withholding taxes for the Shares with respect to which the Option or Stock Appreciation Right,
or portion thereof, is exercised, in a manner permitted by the Administrator in accordance with Sections 10.1 and 10.2.


 


6.3            Expiration
of Option Term or SAR Term: Automatic Exercise of In-The-Money Options and Stock Appreciation Rights. If provided by the Administrator
in an Award Agreement or otherwise or as otherwise directed by an Option or Stock Appreciation Rights Holder in writing to the Company,
a vested and exercisable Option and Stock Appreciation Right outstanding on the Automatic Exercise Date with an exercise price per Share
that is less than the Fair Market Value per Share as of such date may automatically and without further action by the Option or Stock
Appreciation Rights Holder or the Company be exercised on the Automatic Exercise Date. In the sole discretion of the Administrator, payment
of the exercise price of any such Option shall be made pursuant to Section 10.1(b) or 10.1(c) and the Company or any Subsidiary
shall be entitled to deduct or withhold an amount sufficient to satisfy all taxes associated with such exercise in accordance with Section 10.2.
For the avoidance of doubt, no Option or Stock Appreciation Right with an exercise price per Share that is equal to or greater than the
Fair Market Value per Share on the Automatic Exercise Date shall be exercised pursuant to this Section 6.3.


 


6.4            Notification
Regarding Disposition. The Holder shall give the Company prompt written or electronic notice of any disposition or other transfers
(other than in connection with a Change in Control) of Shares acquired by exercise of an Incentive Stock Option which occurs within (a) two
(2) years from the date of granting (including the date the Option is modified, extended or renewed for purposes of Section 424(h) of
the Code) such Option to such Holder, or (b) one (1) year after the date of transfer of such Shares to such Holder. Such notice
shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness
or other consideration, by the Holder in such disposition or other transfer.


 


ARTICLE 7.


 


AWARD
OF RESTRICTED STOCK


 


7.1            Award
of Restricted Stock. The Administrator is authorized to grant Restricted Stock, or the right to purchase Restricted Stock, to Eligible
Individuals, and shall determine the terms and conditions, including the restrictions applicable to each award of Restricted Stock, which
terms and conditions shall not be inconsistent with the Plan or any applicable Program, and may impose such conditions on the issuance
of such Restricted Stock as it deems appropriate. The Administrator shall establish the purchase price, if any, and form of payment for
Restricted Stock; provided, however, that if a purchase price is charged, such purchase price shall be no less than the
par value, if any, of the Shares to be purchased, unless otherwise permitted by Applicable Law. In all cases, legal consideration shall
be required for each issuance of Restricted Stock to the extent required by Applicable Law.


 






     


     


    

 



 


7.2            Rights
as Stockholders. Subject to Section 7.4, upon issuance of Restricted Stock, the Holder shall have, unless otherwise provided
by the Administrator, all of the rights of a stockholder with respect to said Shares, subject to the restrictions in the Plan, any applicable
Program and/or the applicable Award Agreement, including the right to receive all dividends and other distributions paid or made with
respect to the Shares to the extent such dividends and other distributions have a record date that is on or after the date on which the
Holder to whom such Restricted Stock are granted becomes the record holder of such Restricted Stock; provided, however,
that, in the sole discretion of the Administrator, any extraordinary dividends or distributions with respect to the Shares may be subject
to the restrictions set forth in Section 7.3. In addition, notwithstanding anything to the contrary herein, with respect to a share
of Restricted Stock, dividends which are paid prior to vesting shall only be paid out to the Holder to the extent that the share of Restricted
Stock vests.


 


7.3            Restrictions.
All shares of Restricted Stock (including any shares received by Holders thereof with respect to shares of Restricted Stock as a result
of stock dividends, stock splits or any other form of recapitalization) and, unless the Administrator provides otherwise, any property
(other than cash) transferred to Holders in connection with an extraordinary dividend or distribution shall be subject to such restrictions
and vesting requirements as the Administrator shall provide in the applicable Program or Award Agreement.


 


7.4            Repurchase
or Forfeiture of Restricted Stock. Except as otherwise determined by the Administrator, if no price was paid by the Holder for the
Restricted Stock, upon a Termination of Service during the applicable restriction period, the Holder’s rights in unvested Restricted
Stock then subject to restrictions shall lapse, and such Restricted Stock shall be surrendered to the Company and cancelled without consideration
on the date of such Termination of Service. If a price was paid by the Holder for the Restricted Stock, upon a Termination of Service
during the applicable restriction period, the Company shall have the right to repurchase from the Holder the unvested Restricted Stock
then subject to restrictions at a cash price per share equal to the price paid by the Holder for such Restricted Stock or such other amount
as may be specified in the applicable Program or Award Agreement.


 


7.5            Section 83(b) Election.
If a Holder makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Stock as of the date
of transfer of the Restricted Stock rather than as of the date or dates upon which the Holder would otherwise be taxed under Section 83(a) of
the Code, the Holder shall be required to deliver a copy of such election to the Company promptly after filing such election with the
Internal Revenue Service along with proof of the timely filing thereof with the Internal Revenue Service.


 






     


     


    

 


ARTICLE 8.


 


Award
of restricted stock units


 


8.1            Grant
of Restricted Stock Units. The Administrator is authorized to grant Awards of Restricted Stock Units to any Eligible Individual selected
by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator. A Holder will have no
rights of a stockholder with respect to Shares subject to any Restricted Stock Unit unless and until the Shares are delivered in settlement
of the Restricted Stock Unit.


 


8.2            Vesting
of Restricted Stock Units. At the time of grant, the Administrator shall specify the date or dates on which the Restricted Stock Units
shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including, without limitation,
vesting based upon the Holder’s duration of service to the Company or any Subsidiary, one or more Performance Goals or other specific
criteria, in each case on a specified date or dates or over any period or periods, as determined by the Administrator.


 


8.3            Maturity
and Payment. At the time of grant, the Administrator shall specify the maturity date applicable to each grant of Restricted Stock
Units, which shall be no earlier than the vesting date or dates of the Award and may be determined at the election of the Holder (if permitted
by the applicable Award Agreement); provided that, except as otherwise determined by the Administrator, and subject to compliance
with Section 409A, in no event shall the maturity date relating to each Restricted Stock Unit occur following the later of (a) the
15th day of the third (3rd) month following the end of the calendar year in which the applicable portion of the
Restricted Stock Unit vests; and (b) the 15th day of the third (3rd) month following the end of the Company’s
fiscal year in which the applicable portion of the Restricted Stock Unit vests. On the maturity date, the Company shall, in accordance
with the applicable Award Agreement and subject to Section 10.4(f), transfer to the Holder one unrestricted, fully transferable Share
for each Restricted Stock Unit scheduled to be paid out on such date and not previously forfeited, or in the sole discretion of the Administrator,
an amount in cash equal to the Fair Market Value of such Shares on the maturity date or a combination of cash and Shares as determined
by the Administrator.


 


ARTICLE 9.


 


award
of OTHER STOCK OR CASH BASED AWARDS and DIVIDEND EQUIVALENTS


 


9.1            Other
Stock or Cash Based Awards. The Administrator is authorized to grant Other Stock or Cash Based Awards, including Awards entitling
a Holder to receive Shares or cash to be delivered immediately or in the future, to any Eligible Individual. Subject to the provisions
of the Plan and any applicable Program, the Administrator shall determine the terms and conditions of each Other Stock or Cash Based Award,
including the term of the Award, any exercise or purchase price, Performance Criteria and Performance Goals, transfer restrictions, vesting
conditions and other terms and conditions applicable thereto, which shall be set forth in the applicable Award Agreement. Other Stock
or Cash Based Awards may be paid in cash, Shares, or a combination of cash and Shares, as determined by the Administrator, and may be
available as a form of payment in the settlement of other Awards granted under the Plan, as stand-alone payments, as a part of a bonus,
deferred bonus, deferred compensation or other arrangement, and/or as payment in lieu of compensation to which an Eligible Individual
is otherwise entitled.


 






     


     


    

 


9.2            Dividend
Equivalents. Dividend Equivalents may be granted by the Administrator, either alone or in tandem with another Award, based on dividends
declared on the Common Stock, to be credited as of dividend payment dates during the period between the date the Dividend Equivalents
are granted to a Holder and the date such Dividend Equivalents terminate or expire, as determined by the Administrator. Such Dividend
Equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such restrictions and limitations
as may be determined by the Administrator. In addition, Dividend Equivalents with respect to an Award that are based on dividends paid
prior to the vesting of such Award shall only be paid out to the Holder to the extent that the vesting conditions are subsequently satisfied
and the Award vests.


 


ARTICLE 10.


 


ADditional
terms of awards


 


10.1          Payment.
The Administrator shall determine the method or methods by which payments by any Holder with respect to any Awards granted under the Plan
shall be made, including, without limitation: (a) cash, wire transfer of immediately available funds or check, (b) Shares (including,
in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award) or Shares held for such
minimum period of time as may be established by the Administrator, in each case, having a Fair Market Value on the date of delivery equal
to the aggregate payments required, (c) delivery of a written or electronic notice that the Holder has placed a market sell order
with a broker acceptable to the Company with respect to Shares then issuable upon exercise or vesting of an Award, and that the broker
has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments
required; provided that payment of such proceeds is then made to the Company upon settlement of such sale, (d) other form
of legal consideration acceptable to the Administrator in its sole discretion, or (e) any combination of the above permitted forms
of payment. Notwithstanding any other provision of the Plan to the contrary, no Holder who is a Director or an “executive officer”
of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any
Awards granted under the Plan, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan
arranged by the Company in violation of Section 13(k) of the Exchange Act.


 


10.2          Tax
Withholding. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Holder to remit
to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Holder’s FICA, employment
tax or other social security contribution obligation) required by law to be withheld with respect to any taxable event concerning a Holder
arising as a result of the Plan or any Award. The Administrator may, in its sole discretion and in satisfaction of the foregoing requirement,
or in satisfaction of such additional withholding obligations as a Holder may have elected, allow a Holder to satisfy such obligations
by any payment means described in Section 10.1 hereof, including without limitation, by allowing such Holder to elect to have the
Company or any Subsidiary withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares that
may be so withheld or surrendered shall be limited to the number of Shares that have a Fair Market Value on the date of withholding or
repurchase no greater than the aggregate amount of such liabilities based on the maximum statutory withholding rates in such Holder’s
applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable
income. The Administrator shall determine the Fair Market Value of the Shares, consistent with applicable provisions of the Code, for
tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the
sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.


 






     


     


    

 


10.3          Transferability
of Awards.


 


(a)           Except
as otherwise provided in Sections 10.3(b) and 10.3(c):


 


(i)            No
Award under the Plan may be sold, pledged, assigned or transferred in any manner other than (A) by will or the laws of descent and
distribution or (B) subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised
or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed;


 


(ii)           No
Award or interest or right therein shall be liable for or otherwise subject to the debts, contracts or engagements of the Holder or the
Holder’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation,
encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy,
attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) unless and until such Award has been exercised,
or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed, and any attempted disposition
of an Award prior to satisfaction of these conditions shall be null and void and of no effect, except to the extent that such disposition
is permitted by Section 10.3(a)(i); and


 


(iii)          During
the lifetime of the Holder, only the Holder may exercise any exercisable portion of an Award granted to such Holder under the Plan, unless
it has been disposed of pursuant to a DRO. After the death of the Holder, any exercisable portion of an Award may, prior to the time when
such portion becomes unexercisable under the Plan or the applicable Program or Award Agreement, be exercised by the Holder’s personal
representative or by any person empowered to do so under the deceased Holder’s will or under the then-Applicable Laws of descent
and distribution.


 


(b)           Notwithstanding
Section 10.3(a), the Administrator, in its sole discretion, may determine to permit a Holder or a Permitted Transferee of such Holder
to transfer an Award other than an Incentive Stock Option (unless such Incentive Stock Option is intended to become a Non-Qualified Stock
Option) to any one or more Permitted Transferees of such Holder, subject to the following terms and conditions: (i) an Award transferred
to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than (A) to another Permitted
Transferee of the applicable Holder or (B) by will or the laws of descent and distribution or, subject to the consent of the Administrator,
pursuant to a DRO; (ii) an Award transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions
of the Award as applicable to the original Holder (other than the ability to further transfer the Award to any person other than another
Permitted Transferee of the applicable Holder); (iii) the Holder (or transferring Permitted Transferee) and the receiving Permitted
Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm
the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under Applicable
Law and (C) evidence the transfer; and (iv) the transfer of an Award to a Permitted Transferee shall be without consideration.
In addition, and further notwithstanding Section 10.3(a) hereof, the Administrator, in its sole discretion, may determine to
permit a Holder to transfer Incentive Stock Options to a trust that constitutes a Permitted Transferee if, under Section 671 of the
Code and other Applicable Law, the Holder is considered the sole beneficial owner of the Incentive Stock Option while it is held in the
trust.


 






     


     


    

 


(c)           Notwithstanding
Section 10.3(a), a Holder may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the
Holder and to receive any distribution with respect to any Award upon the Holder’s death. A beneficiary, legal guardian, legal representative,
or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Program or Award Agreement
applicable to the Holder and any additional restrictions deemed necessary or appropriate by the Administrator. If the Holder is married
or a domestic partner in a domestic partnership qualified under Applicable Law and resides in a community property state, a designation
of a person other than the Holder’s spouse or domestic partner, as applicable, as the Holder’s beneficiary with respect to
more than 50% of the Holder’s interest in the Award shall not be effective without the prior written or electronic consent of the
Holder’s spouse or domestic partner. If no beneficiary has been designated or survives the Holder, payment shall be made to the
person entitled thereto pursuant to the Holder’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary
designation may be changed or revoked by a Holder at any time; provided that the change or revocation is delivered in writing to
the Administrator prior to the Holder’s death.


 


10.4          Conditions
to Issuance of Shares.


 


(a)           The
Administrator shall determine the methods by which Shares shall be delivered or deemed to be delivered to Holders. Notwithstanding anything
herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing Shares
pursuant to the exercise of any Award, unless and until the Administrator has determined that the issuance of such Shares is in compliance
with Applicable Law and the Shares are covered by an effective registration statement or applicable exemption from registration. In addition
to the terms and conditions provided herein, the Administrator may require that a Holder make such reasonable covenants, agreements and
representations as the Administrator, in its sole discretion, deems advisable in order to comply with Applicable Law.


 


(b)           All
share certificates delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any stop-transfer
orders and other restrictions as the Administrator deems necessary or advisable to comply with Applicable Law. The Administrator may place
legends on any share certificate or book entry to reference restrictions applicable to the Shares (including, without limitation, restrictions
applicable to Restricted Stock).


 


(c)           The
Administrator shall have the right to require any Holder to comply with any timing or other restrictions with respect to the settlement,
distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator.


 






     


     


    

 


(d)           Unless
the Administrator otherwise determines, no fractional Shares shall be issued and the Administrator, in its sole discretion, shall determine
whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding down.


 


(e)           The
Company, in its sole discretion, may (i) retain physical possession of any stock certificate evidencing Shares until any restrictions
thereon shall have lapsed and/or (ii) require that the stock certificates evidencing such Shares be held in custody by a designated
escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Holder deliver a stock
power, endorsed in blank, relating to such Shares.


 


(f)            Notwithstanding
any other provision of the Plan, unless otherwise determined by the Administrator or required by Applicable Law, the Company may choose
not to deliver to any Holder certificates evidencing Shares issued in connection with any Award and instead such Shares shall be recorded
in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).


 


10.5          Forfeiture
and Claw-Back Provisions. All Awards (including any proceeds, gains or other economic benefit actually or constructively received
by a Holder upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award and any payments
of a portion of an incentive-based bonus pool allocated to a Holder) shall be subject to the provisions of any claw-back policy implemented
by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law, including,
without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder,
whether or not such claw-back policy was in place at the time of grant of an Award, to the extent set forth in such claw-back policy and/or
in the applicable Award Agreement.


 


10.6          Repricing.
Subject to Section 12.2, the Administrator shall not, without the approval of the stockholders of the Company, (a) authorize
the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per Share, or (b) cancel any Option or Stock
Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right price per Share exceeds the Fair
Market Value of the underlying Shares.


 


10.7          Amendment
of Awards. Subject to Applicable Law, the Administrator may amend, modify or terminate any outstanding Award, including but not limited
to, substituting therefor another Award of the same or a different type, changing the date of exercise or settlement, and converting an
Incentive Stock Option to a Non-Qualified Stock Option. The Holder’s consent to such action shall be required unless (a) the
Administrator determines that the action, taking into account any related action, would not materially and adversely affect the Holder,
or (b) the change is otherwise permitted under the Plan (including, without limitation, under Section 12.2 or 12.10).


 






     


     


    

 


10.8          Lock-Up
Period. The Company may, in connection with registering the offering of any Company securities under the Securities Act, prohibit
Holders from, directly or indirectly, selling or otherwise transferring any Shares or other Company securities during a period of up to
one hundred eighty (180) days following the effective date of a Company registration statement filed under the Securities Act, or such
longer period as determined by the underwriter. In order to enforce the foregoing, the Company shall have the right to place restrictive
legends on the certificates of any securities of the Company held by the Holder and to impose stop transfer instructions with the Company’s
transfer agent with respect to any securities of the Company held by the Holder until the end of such period.


 


10.9          Data
Privacy. As a condition of receipt of any Award, each Holder explicitly and unambiguously consents to the collection, use and transfer,
in electronic or other form, of personal data as described in this Section 10.9 by and among, as applicable, the Company and its
Subsidiaries for the exclusive purpose of implementing, administering and managing the Holder’s participation in the Plan. The Company
and its Subsidiaries may hold certain personal information about a Holder, including but not limited to, the Holder’s name, home
address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality,
job title(s), any shares of stock held in the Company or any of its Subsidiaries, details of all Awards, in each case, for the purpose
of implementing, managing and administering the Plan and Awards (the “Data”). The Company and its Subsidiaries may
transfer the Data amongst themselves as necessary for the purpose of implementation, administration and management of a Holder’s
participation in the Plan, and the Company and its Subsidiaries may each further transfer the Data to any third parties assisting the
Company and its Subsidiaries in the implementation, administration and management of the Plan. These recipients may be located in the
Holder’s country, or elsewhere, and the Holder’s country may have different data privacy laws and protections than the recipients’
country. Through acceptance of an Award, each Holder authorizes such recipients to receive, possess, use, retain and transfer the Data,
in electronic or other form, for the purposes of implementing, administering and managing the Holder’s participation in the Plan,
including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or any of its
Subsidiaries or the Holder may elect to deposit any Shares. The Data related to a Holder will be held only as long as is necessary to
implement, administer, and manage the Holder’s participation in the Plan. A Holder may, at any time, view the Data held by the Company
with respect to such Holder, request additional information about the storage and processing of the Data with respect to such Holder,
recommend any necessary corrections to the Data with respect to the Holder or refuse or withdraw the consents herein in writing, in any
case without cost, by contacting his or her local human resources representative. The Company may cancel the Holder’s ability to
participate in the Plan and, in the Administrator’s discretion, the Holder may forfeit any outstanding Awards if the Holder refuses
or withdraws his or her consents as described herein. For more information on the consequences of refusal to consent or withdrawal of
consent, Holders may contact their local human resources representative.


 






     


     


    

 


ARTICLE 11.


 


ADMINISTRATION


 


11.1          Administrator.
The Committee shall administer the Plan (except as otherwise permitted herein). To the extent required to comply with the provisions of
Rule 16b-3 of the Exchange Act, it is intended that each member of the Committee will be, at the time the Committee takes any action
with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3.
Additionally, to the extent required by Applicable Law, each of the individuals constituting the Committee shall be an “independent
director” under the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or
traded. Notwithstanding the foregoing, any action taken by the Committee shall be valid and effective, whether or not members of the Committee
at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 11.1
or the Organizational Documents. Except as may otherwise be provided in the Organizational Documents or as otherwise required by Applicable
Law, (a) appointment of Committee members shall be effective upon acceptance of appointment, (b) Committee members may resign
at any time by delivering written or electronic notice to the Board and (c) vacancies in the Committee may only be filled by the
Board. Notwithstanding the foregoing, (i) the full Board, acting by a majority of its members in office, shall conduct the general
administration of the Plan with respect to Awards granted to Non-Employee Directors and, with respect to such Awards, the term “Administrator”
as used in the Plan shall be deemed to refer to the Board and (ii) the Board or Committee may delegate its authority hereunder to
the extent permitted by Section 11.6.


 


11.2          Duties
and Powers of Administrator. It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance
with its provisions. The Administrator shall have the power to interpret the Plan, all Programs and Award Agreements, and to adopt such
rules for the administration, interpretation and application of the Plan and any Program as are not inconsistent with the Plan, to
interpret, amend or revoke any such rules and to amend the Plan or any Program or Award Agreement; provided that the rights
or obligations of the Holder of the Award that is the subject of any such Program or Award Agreement are not materially and adversely
affected by such amendment, unless the consent of the Holder is obtained or such amendment is otherwise permitted under Section 10.7
or Section 12.10. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties
of the Committee in its capacity as the Administrator under the Plan except with respect to matters which under Rule 16b-3 under
the Exchange Act or any successor rule, or any regulations or rules issued thereunder, or the rules of any securities exchange
or automated quotation system on which the Shares are listed, quoted or traded are required to be determined in the sole discretion of
the Committee.


 


11.3          Action
by the Administrator. Unless otherwise established by the Board, set forth in any Organizational Documents or as required by Applicable
Law, a majority of the Administrator shall constitute a quorum and the acts of a majority of the members present at any meeting at which
a quorum is present, and acts approved in writing by all members of the Administrator in lieu of a meeting, shall be deemed the acts of
the Administrator. Each member of the Administrator is entitled to, in good faith, rely or act upon any report or other information furnished
to that member by any officer or other employee of the Company or any Subsidiary, the Company’s independent certified public accountants,
or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan. Neither
the Administrator nor any member or delegate thereof shall have any liability to any person (including any Holder) for any action taken
or omitted to be taken or any determination made in good faith with respect to the Plan or any Award.


 






     


     


    

 


11.4          Authority
of Administrator. Subject to the Organizational Documents, any specific designation in the Plan and Applicable Law, the Administrator
has the exclusive power, authority and sole discretion to:


 


(a)           Designate
Eligible Individuals to receive Awards;


 


(b)           Determine
the type or types of Awards to be granted to each Eligible Individual (including, without limitation, any Awards granted in tandem with
another Award granted pursuant to the Plan);


 


(c)           Determine
the number of Awards to be granted and the number of Shares to which an Award will relate;


 


(d)           Determine
the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, purchase
price, any Performance Criteria and/or Performance Goals, any restrictions or limitations on the Award, any schedule for vesting, lapse
of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions
related to non-competition and claw-back and recapture of gain on an Award, based in each case on such considerations as the Administrator
in its sole discretion determines;


 


(e)           Determine
whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid in cash,
Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;


 


(f)            Prescribe
the form of each Award Agreement, which need not be identical for each Holder;


 


(g)           Decide
all other matters that must be determined in connection with an Award;


 


(h)           Establish,
adopt, or revise any Programs, rules and regulations as it may deem necessary or advisable to administer the Plan;


 


(i)            Interpret
the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement; and


 


(j)            Make
all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable
to administer the Plan.


 


11.5          Decisions
Binding. The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Program or any Award Agreement
and all decisions and determinations by the Administrator with respect to the Plan are final, binding and conclusive on all persons.


 






     


     


    

 


11.6          Delegation
of Authority. The Board or Committee may from time to time delegate to a committee of one or more Directors or one or more officers
of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to this Article 11; provided,
however, that in no event shall an officer of the Company be delegated the authority to grant Awards to, or amend Awards held by,
the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act, or (b) officers of the Company
(or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation
of administrative authority shall only be permitted to the extent it is permissible under any Organizational Documents and Applicable
Law. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such
delegation or that are otherwise included in the applicable Organizational Documents, and the Board or Committee, as applicable, may at
any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 11.6
shall serve in such capacity at the pleasure of the Board or the Committee, as applicable, and the Board or the Committee may abolish
any committee at any time and re-vest in itself any previously delegated authority.


 


11.7          Acceleration.
Subject to the Organizational Documents, any specific designation in the Plan and Applicable Law, the Administrator has the exclusive
power, authority and sole discretion to accelerate, wholly or partially, the vesting or lapse of restrictions (and, if applicable, the
Company shall cease to have a right of repurchase) of any Award or portion thereof at any time after the grant of an Award, subject to
whatever terms and conditions it selects and Section 12.2.


 


ARTICLE 12.


 


MISCELLANEOUS
PROVISIONS


 


12.1          Amendment,
Suspension or Termination of the Plan.


 


(a)           Except
as otherwise provided in Section 12.1(b), the Plan may be wholly or partially amended or otherwise modified, suspended or terminated
at any time or from time to time by the Board; provided that, except as provided in Section 10.7 and Section 12.10, no
amendment, suspension or termination of the Plan shall, without the consent of the Holder, materially and adversely affect any rights
or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides.


 


(b)           Notwithstanding
Section 12.1(a), the Board may not, except as provided in Section 12.2, take any of the following actions without approval of
the Company’s stockholders given within twelve (12) months before or after such action: (i) increase the limit imposed in Section 3.1
on the maximum number of Shares which may be issued under the Plan, (ii) reduce the price per share of any outstanding Option or
Stock Appreciation Right granted under the Plan or take any action prohibited under Section 11.6, or (iii) cancel any Option
or Stock Appreciation Right in exchange for cash or another Award in violation of Section 10.6.


 


(c)           No
Awards may be granted or awarded during any period of suspension or after termination of the Plan, and notwithstanding anything herein
to the contrary, in no event may any Incentive Stock Option be granted under the Plan after the tenth (10th) anniversary of
the earlier of (i) the date on which the Plan was adopted by the Board and (ii) the date the Plan was approved by the Company’s
stockholders. The annual increase to the aggregate number of Shares that may be issued or transferred pursuant to Awards under the Plan
(set forth in Section 3.1(a) hereof) shall terminate on the tenth (10th) anniversary of the earlier of (i) the
date on which the Plan was adopted by the Board and (ii) the date the Plan was approved by the Company’s stockholders and,
from and after such tenth (10th) anniversary, no additional share increases shall occur pursuant to Section 3.1(a) hereof.


 






     


     


    

 


12.2          Changes
in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events.


 


(a)           In
the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than
normal cash dividends) of Company assets to stockholders, or any other change affecting the Shares of the Company’s stock or the
share price of the Company’s stock other than an Equity Restructuring, the Administrator may make equitable adjustments to reflect
such change with respect to: (i) the aggregate number and kind of Shares that may be issued under the Plan (including, but not limited
to, adjustments of the limitations in Section 3.1 on the maximum number and kind of Shares which may be issued under the Plan); (ii) the
number and kind of Shares (or other securities or property) subject to outstanding Awards; (iii) the terms and conditions of any
outstanding Awards (including, without limitation, any applicable Performance Criteria and Performance Goals with respect thereto); (iv) the
grant or exercise price per share for any outstanding Awards under the Plan; and (v) the number and kind of Shares (or other securities
or property) for which automatic grants are subsequently to be made to new and continuing Non-Employee Directors pursuant to any Non-Employee
Director Compensation Policy adopted in accordance with Section 4.6.


 


(b)           In
the event of any transaction or event described in Section 12.2(a) or any unusual or nonrecurring transactions or events affecting
the Company, any Subsidiary of the Company, or the financial statements of the Company or any Subsidiary, or of changes in Applicable
Law or Applicable Accounting Standards, the Administrator, in its sole discretion, and on such terms and conditions as it deems appropriate,
either by the terms of the Award or by action taken prior to the occurrence of such transaction or event, is hereby authorized to take
any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent dilution
or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award under the
Plan, to facilitate such transactions or events or to give effect to such changes in Applicable Law or Applicable Accounting Standards:


 


(i)            To
provide for the termination of any such Award in exchange for an amount of cash and/or other property with a value equal to the amount
that would have been attained upon the exercise of such Award or realization of the Holder’s rights (and, for the avoidance of doubt,
if as of the date of the occurrence of the transaction or event described in this Section 12.2 the Administrator determines in good
faith that no amount would have been attained upon the exercise of such Award or realization of the Holder’s rights, then such Award
may be terminated by the Company without payment);


 


(ii)           To
provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof,
with appropriate adjustments as to the number and kind of shares and applicable exercise or purchase price, in all cases, as determined
by the Administrator;


 






     


     


    

 


(iii)          To
make adjustments in the number and type of Shares of the Company’s stock (or other securities or property) subject to outstanding
Awards, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards
and Awards which may be granted in the future;


 


(iv)          To
provide that such Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding anything
to the contrary in the Plan or the applicable Program or Award Agreement;


 


(v)           To
replace such Award with other rights or property selected by the Administrator; and/or


 


(vi)          To
provide that the Award cannot vest, be exercised or become payable after such event.


 


(c)           In
connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 12.2(a) and
12.2(b):


 


(i)            The
number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, shall be
equitably adjusted (and the adjustments provided under this Section 12.2(c)(i) shall be nondiscretionary and shall be final
and binding on the affected Holder and the Company); and/or


 


(ii)           The
Administrator shall make such equitable adjustments, if any, as the Administrator, in its sole discretion, may deem appropriate to reflect
such Equity Restructuring with respect to the aggregate number and kind of Shares that may be issued under the Plan (including, but not
limited to, adjustments of the limitation in Section 3.1 on the maximum number and kind of Shares which may be issued under the Plan).


 


(d)           Notwithstanding
any other provision of the Plan, in the event of a Change in Control, unless the Administrator elects to (i) terminate an Award in
exchange for cash, rights or property, or (ii) cause an Award to become fully exercisable and no longer subject to any forfeiture
restrictions prior to the consummation of a Change in Control, pursuant to Section 12.2, (A) such Award (other than any portion
subject to performance-based vesting) shall continue in effect or be assumed or an equivalent Award (which may include, without limitation,
an Award settled in cash) substituted by the successor corporation or a parent or subsidiary of the successor corporation and (B) the
portion of such Award subject to performance-based vesting shall be subject to the terms and conditions of the applicable Award Agreement
and, in the absence of applicable terms and conditions, the Administrator’s discretion. In the event an Award continues in effect
or is assumed or an equivalent Award substituted, and a Holder incurs a Termination of Service without “Cause” (as such term
is defined in Section 2.9, or as set forth in the Award Agreement relating to such Award) upon or within twelve (12) months following
the Change in Control, then, without limiting any other applicable provision set forth in any employment agreement or offer letter entered
into by the Holder and the Company or a successor, such Holder shall be fully vested in such continued, assumed or substituted Award.


 






     


     


    

 


(e)           In
the event that the successor corporation in a Change in Control refuses to assume or provide a substitute for an Award, the Administrator
may cause (i) any or all of such Award (or portion thereof) to terminate in exchange for cash, rights or other property pursuant
to Section 12.2(b)(i) or (ii) any or all of such Award (or portion thereof) to become fully exercisable immediately prior
to the consummation of such transaction and all forfeiture restrictions on any or all of such Award to lapse. If any such Award is exercisable
in lieu of assumption or substitution in the event of a Change in Control, the Administrator shall notify the Holder that such Award shall
be fully exercisable for a period of fifteen (15) days from the date of such notice, contingent upon the occurrence of the Change in Control,
and such Award shall terminate upon the expiration of such period.


 


(f)            For
the purposes of this Section 12.2, an Award shall be considered assumed if, following the Change in Control, the Award confers the
right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether
stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders
of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control
was not solely common stock of the successor corporation or its parent, the Administrator may, with the consent of the successor corporation,
provide for the consideration to be received upon the exercise of the Award, for each Share subject to an Award, to be solely common stock
of the successor corporation or its parent equal in fair market value to the per-share consideration received by holders of Common Stock
in the Change in Control.


 


(g)           The
Administrator, in its sole discretion, may include such further provisions and limitations in any Award, agreement or certificate, as
it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan.


 


(h)           Unless
otherwise determined by the Administrator, no adjustment or action described in this Section 12.2 or in any other provision of the
Plan shall be authorized to the extent it would (i) cause the Plan to violate Section 422(b)(1) of the Code, (ii) result
in short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 of the
Exchange Act, or (iii) cause an Award to fail to be exempt from or comply with Section 409A.


 


(i)            The
existence of the Plan, any Program, any Award Agreement and/or the Awards granted hereunder shall not affect or restrict in any way the
right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization
or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock
or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior
to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution
or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.


 






     


     


    

 


(j)            In
the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other
than normal cash dividends) of Company assets to stockholders, or any other change affecting the Shares or the share price of the Common
Stock including any Equity Restructuring, for reasons of administrative convenience, the Administrator, in its sole discretion, may refuse
to permit the exercise of any Award during a period of up to six (6) months prior to the consummation of any such transaction.


 


12.3          Approval
of Plan by Stockholders. The Plan shall be submitted for the approval of the Company’s stockholders within twelve (12) months
after the date of the Board’s initial adoption of the Plan.


 


12.4          No
Stockholders Rights. Except as otherwise provided herein or in an applicable Program or Award Agreement, a Holder shall have none
of the rights of a stockholder with respect to Shares covered by any Award until the Holder becomes the record owner of such Shares.


 


12.5          Paperless
Administration. In the event that the Company establishes, for itself or using the services of a third party, an automated system
for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then
the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automated system.


 


12.6          Effect
of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect
for the Company or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company or any Subsidiary: (a) to
establish any other forms of incentives or compensation for Employees, Directors or Consultants of the Company or any Subsidiary, or (b) to
grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including
without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or
otherwise, of the business, stock or assets of any corporation, partnership, limited liability company, firm or association.


 


12.7          Compliance
with Laws. The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of Shares and the payment of
money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all Applicable Law (including but not
limited to state, federal and foreign securities law and margin requirements), and to such approvals by any listing, regulatory or governmental
authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered
under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide
such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all Applicable
Law. The Administrator, in its sole discretion, may take whatever actions it deems necessary or appropriate to effect compliance with
Applicable Law, including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars.
Notwithstanding anything to the contrary herein, the Administrator may not take any actions hereunder, and no Awards shall be granted,
that would violate Applicable Law. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder shall be
deemed amended to the extent necessary to conform to Applicable Law.


 






     


     


    

 


12.8          Titles
and Headings, References to Sections of the Code or Exchange Act. The titles and headings of the Sections in the Plan are for convenience
of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. References
to sections of the Code or the Exchange Act shall include any amendment or successor thereto.


 


12.9          Governing
Law. The Plan and any Programs and Award Agreements hereunder shall be administered, interpreted and enforced under the internal laws
of the State of Delaware without regard to conflicts of laws thereof or of any other jurisdiction.


 


12.10        Section 409A.
To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A, the Plan, the Program
pursuant to which such Award is granted and the Award Agreement evidencing such Award shall incorporate the terms and conditions required
by Section 409A. In that regard, to the extent any Award under the Plan or any other compensatory plan or arrangement of the Company
or any of its Subsidiaries is subject to Section 409A, and such Award or other amount is payable on account of a Holder’s Termination
of Service (or any similarly defined term), then (a) such Award or amount shall only be paid to the extent such Termination of Service
qualifies as a “separation from service” as defined in Section 409A, and (b) if such Award or amount is payable
to a “specified employee” as defined in Section 409A then to the extent required in order to avoid a prohibited distribution
under Section 409A, such Award or other compensatory payment shall not be payable prior to the earlier of (i) the expiration
of the six-month (6 month) period measured from the date of the Holder’s Termination of Service, or (ii) the date of the Holder’s
death. To the extent applicable, the Plan, the Program and any Award Agreements shall be interpreted in accordance with Section 409A.
Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Administrator determines
that any Award may be subject to Section 409A, the Administrator may (but is not obligated to), without a Holder’s consent,
adopt such amendments to the Plan and the applicable Program and Award Agreement or adopt other policies and procedures (including amendments,
policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate
to (A) exempt the Award from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to
the Award, or (B) comply with the requirements of Section 409A and thereby avoid the application of any penalty taxes under
Section 409A. In addition, for purposes of the Plan, each amount to be paid or benefit to be provided to the Holder of an Award pursuant
to the Plan, which constitute deferred compensation subject to Section 409A, shall be construed as a separate identified payment
for purposes of Section 409A. The Company makes no representations or warranties as to the tax treatment of any Award under Section 409A
or otherwise. The Company shall have no obligation under this Section 12.10 or otherwise to take any action (whether or not described
herein) to avoid the imposition of taxes, penalties or interest under Section 409A with respect to any Award and shall have no liability
to any Holder or any other person if any Award, compensation or other benefits under the Plan are determined to constitute non-compliant,
 “nonqualified deferred compensation” subject to the imposition of taxes, penalties and/or interest under Section 409A.


 






     


     


    

 


12.11        Unfunded
Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments
not yet made to a Holder pursuant to an Award, nothing contained in the Plan or any Program or Award Agreement shall give the Holder any
rights that are greater than those of a general creditor of the Company or any Subsidiary.


 


12.12        Indemnification.
To the extent permitted under Applicable Law and the Organizational Documents, each member of the Administrator (and each delegate thereof
pursuant to Section 11.6) shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may
be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which
he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan or any Award
Agreement and against and from any and all amounts paid by him or her, with the Board’s approval, in satisfaction of judgment in
such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to
handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf and, once the Company gives notice
of its intent to assume such defense, the Company shall have sole control over such defense with counsel of the Company’s choosing.
The foregoing right of indemnification shall not be available to the extent that a court of competent jurisdiction in a final judgment
or other final adjudication, in either case not subject to further appeal, determines that the acts or omissions of the person seeking
indemnity giving rise to the indemnification claim resulted from such person’s bad faith, fraud or willful criminal act or omission.
The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled
pursuant to the Organizational Documents, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or
hold them harmless.


 


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


 


12.14        Expenses.
The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.


 


* * * * *


 


I hereby certify that the foregoing Plan was duly
adopted by the Board of Directors of Vertical Aerospace Limited on ____________ __, 2021.


 


* * * * *


 


I hereby certify that the foregoing Plan was approved
by the stockholders of Vertical Aerospace Limited on ____________ __, 2021.


 


Executed on this ____ day of _______________,
2021.


 


	 	 
	 	Corporate Secretary