Exhibit 10.5


 


Rotech Healthcare Holdings Inc.

2021 Omnibus Incentive Plan


 


1.            Purpose.
The Rotech Healthcare Holdings Inc. 2021 Omnibus Incentive Plan (as amended from time to time, the “Plan”) is
intended to help Rotech Healthcare Holdings Inc., a Delaware corporation (including any successor thereto, the “Company”),
and its Affiliates (i) attract and retain key personnel by providing them the opportunity to acquire an equity interest in the Company
or other incentive compensation measured by reference to the value of Common Stock or a targeted dollar value if denominated in cash,
and (ii) align the interests of key personnel with those of the Company’s stockholders.


 


2.            Effective
Date; Duration. The effective date of the Plan is [             ], 2021 (the “Effective Date”),1
which is the date that the Plan was approved by the stockholders of the Company. The expiration date of the Plan, on and after which date
no Awards may be granted, shall be the tenth anniversary of the Effective Date; provided, however, that such expiration
shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards.


 


3.            Definitions.
The following definitions shall apply throughout the Plan:


 


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


 


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


 


(c)          “Award
Agreement” means the agreement (whether in written or electronic form) or other instrument or document evidencing any Award
granted under the Plan.


 


(d)          “Beneficial
Ownership” has the meaning set forth in Rule 13d-3 promulgated under Section 13 of the Exchange Act.


 


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


 





 



		1	Effective Date will be the date of the IPO.



 






    


     


    

 


(f)            “Cause”
in the case of a particular Award, unless the applicable Award Agreement states otherwise, (i) shall have the meaning given such
term (or term of similar import) in any employment, consulting, change-in-control, severance or any other agreement between the Participant
and the Company or an Affiliate, or severance plan in which the Participant is eligible to participate, in either case in effect at the
time of the Participant’s termination of employment or service with the Company and its Affiliates, or (ii) if “cause”
or term of similar import is not defined in, or in the absence of, any such employment, consulting, change-in-control, severance or any
other agreement between the Participant and the Company or an Affiliate, or severance plan in which the Participant is eligible to participate,
means: (A) embezzlement, theft, misappropriation or conversion, or attempted embezzlement, theft, misappropriation or conversion,
by the Participant of any property, funds or business opportunity of the Company or any of its Subsidiaries; (B) willful or repeated
failure or refusal by the Participant to perform any directive of the Board, the Chief Executive Officer (or his or her delegate) or the
Participant’s supervisor, or the duties of his or her employment which continues for a period of thirty (30) days following notice
thereof by the Board or the Chief Executive Officer to the Participant; (C) any act by the Participant constituting a felony (or
its equivalent in any non-United States jurisdiction) or otherwise involving theft, fraud, dishonesty, misrepresentation or moral turpitude;
(D) indictment for, conviction of, or plea of nolo contendere (or a similar plea) to, or the failure of the Participant to
contest his or her prosecution for, any other criminal offense; (E) any violation of any law, rule or regulation relating in
any way to the business or activities of the Company or its Subsidiaries, or other law that is violated during the course of the Participant’s
performance of services, regulatory disqualification or failure to comply with any legal or compliance policies or code of ethics, code
of business conduct, conflicts of interest policy or similar policies of the Company or its Subsidiaries; (F) gross negligence or
material willful misconduct on the part of the Participant in the performance of his or her duties as an employee, officer or director
of the Company or any of its Subsidiaries; (G) the Participant’s breach of fiduciary duty or duty of loyalty to the Company
or any of its Subsidiaries; (H) any act or omission to act of the Participant that materially harms or damages the business, property,
operations, financial condition or reputation of the Company or any of its Subsidiaries; (I) the Participant’s failure to cooperate,
if requested by the Board, with any investigation or inquiry into the business practices, whether internal or external, or the Company
and its Subsidiaries or the Participant, including the Participant’s refusal to be deposed or to provide testimony or evidence at
any trial, proceeding or inquiry; (J) any chemical dependence of the Participant which materially interferes with the performance
of his or her duties and responsibilities to the Company or any of its Subsidiaries; or (K) the Participant’s voluntary resignation
or other termination of employment effected by the Participant at any time when the Company could effect such termination with Cause.


 


(g)            “Change
in Control” means, in the case of a particular Award, unless the applicable Award Agreement (or any employment, consulting,
change-in-control, severance or other agreement between the Participant and the Company or an Affiliate) states otherwise, the first to
occur of any of the following events:


 


(i)            the
acquisition by any Person or related “group” (as such term is used in Section 13(d) and Section 14(d) of
the Exchange Act) of Persons, or Persons acting jointly or in concert (any such Person, related “group” of Persons, or Persons
acting jointly or in concert, an “Acquiror”)), of Beneficial Ownership (including control or direction) of 50%
or more (on a fully diluted basis) of either (A) the then-outstanding shares of Common Stock, including Common Stock issuable upon
the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such
Common Stock (the “Outstanding Company Common Stock”), or (B) the combined voting power of the then-outstanding
voting securities of the Company entitled to vote in the election of directors (the “Outstanding Company Voting Securities”),
but excluding any acquisition by the Company or any of its Subsidiaries or by any employee benefit plan sponsored or maintained by the
Company or any of its Affiliates; provided, however, that the acquisition of (x) Outstanding Company Common Stock by
any Acquiror that, as of immediately prior to such acquisition, had Beneficial Ownership (including control or direction) of 50% or more
(on a fully diluted basis) of the then-outstanding Outstanding Company Common Stock or (y) Outstanding Company Voting Securities
by any Acquiror that, as of immediately prior to such acquisition, had Beneficial Ownership (including control or direction) of 50% or
more (on a fully diluted basis) of the then-outstanding Outstanding Company Voting Securities shall in either case not constitute a “Change
in Control”;


 






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(ii)         a
change in the composition of the Board such that members of the Board during any consecutive 12-month period (the “Incumbent
Directors”) cease to constitute a majority of the Board. Any person becoming a director through election or nomination for
election approved by a valid vote of at least two-thirds of the Incumbent Directors shall be deemed an Incumbent Director; provided,
however, that no individual becoming a director as a result of an actual or threatened election contest, as such terms are used
in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, or as a result of any other actual or threatened solicitation
of proxies or consents by or on behalf of any person other than the Board, shall be deemed an Incumbent Director;


 


(iii)        the
approval by the stockholders of the Company of a plan of complete dissolution or liquidation of the Company; and


 


(iv)        the
consummation of a reorganization, recapitalization, merger, amalgamation, consolidation, statutory share exchange or similar form of corporate
transaction involving the Company (a “Business Combination”), or sale, transfer or other disposition of all
or substantially all of the business or assets of the Company to an entity that is not an Affiliate of the Company (a “Sale”),
unless immediately following such Business Combination or Sale: (A) more than 50% of the total voting power of the entity resulting
from such Business Combination or the entity that acquired all or substantially all of the business or assets of the Company in such Sale
(in either case, the “Surviving Company”), or the ultimate parent entity that has Beneficial Ownership of sufficient
voting power to elect a majority of the board of directors (or analogous governing body) of the Surviving Company (the “Parent
Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business
Combination or Sale (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted pursuant
to such Business Combination or Sale), and such voting power among the holders thereof is in substantially the same proportion as the
voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination or Sale,
(B) no Person (other than any employee benefit plan sponsored or maintained by the Surviving Company or the Parent Company) is or
becomes the beneficial owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible
to elect members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company,
the Surviving Company), and (C) at least a majority of the members of the board of directors (or the analogous governing body) of
the Parent Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business Combination or
Sale were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such Business
Combination or Sale.


 


(h)          “Code”
means the U.S. Internal Revenue Code of 1986, as amended, and any successor thereto. References to any section of the Code shall be deemed
to include any regulations or other interpretative guidance under such section, and any amendments or successors thereto.


 


(i)           “Committee”
means the Compensation Committee of the Board or subcommittee thereof if required with respect to actions taken to comply with Rule 16b-3
promulgated under the Exchange Act in respect of Awards or, if no such Compensation Committee or subcommittee thereof exists, or if the
Board otherwise takes action hereunder on behalf of the Committee, the Board.


 


(j)           “Common
Stock” means the common stock of the Company, par value $0.001 per share (and any stock or other securities into which such
common stock may be converted or into which it may be exchanged).


 


(k)          “Disability”
means cause for termination of the Participant’s employment or service due to a determination that the Participant is disabled in
accordance with a long-term disability insurance program maintained by the Company or a determination by the U.S. Social Security Administration
that the Participant is totally disabled.


 






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(l)          “Eligible
Director” means a director who satisfies the conditions set forth in Section 4(a)  of the Plan.


 


(m)        “Eligible
Person” means any (i) individual employed by the Company or a Subsidiary; provided, however, that no such
employee covered by a collective bargaining agreement shall be an Eligible Person, (ii) director or officer of the Company or a Subsidiary,
(iii) consultant or advisor to the Company or an Affiliate who may be offered securities registrable on Form S-8 under the Securities
Act, or (iv) prospective employee, director, officer, consultant or advisor who has accepted an offer of employment or service from
the Company or its Subsidiaries (and would satisfy the provisions of clause (i), (ii) or (iii) above once such individual begins
employment with or providing services to the Company or a Subsidiary).


 


(n)         “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended, and any successor thereto. References to any section of (or
rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under
such section or rule, and any amendments or successors thereto.


 


(o)         “Exercise
Price” has the meaning set forth in Section 7(b) of the Plan.


 


(p)         “Fair
Market Value” means, (i) with respect to Common Stock on a given date, (x) if the Common Stock is listed on a national
securities exchange, the closing sales price of a share of Common Stock reported on such exchange on such date, or if there is no such
sale on that date, then on the last preceding date on which such a sale was reported, or (y) if the Common Stock is not listed on
any national securities exchange, the amount determined by the Committee in good faith to be the fair market value of the Common Stock,
or (ii) with respect to any other property on any given date, the amount determined by the Committee in good faith to be the fair
market value of such other property as of such date; provided, however, as to any Awards with a date of grant that is the
date of the pricing of the Company’s initial public offering (if any), “Fair Market Value” shall be equal to the per
share price at which the Common Stock is offered to the public in connection with such initial public offering.


 


(q)         “Immediate
Family Members” has the meaning set forth in Section 14(b)(ii) of the Plan.


 


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


 


(s)         “Indemnifiable
Person” has the meaning set forth in Section 4(e) of the Plan.


 


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


 


(u)         “NASDAQ”
means the Nasdaq Global Select Market.


 


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


 


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


 






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(x)      “Option
Period” has the meaning set forth in Section 7(c) of the Plan.


 


(y)     “Other
Cash-Based Award” means an Award granted under Section 10 of the Plan that is denominated and/or payable in cash, including
cash awarded as a bonus or upon the attainment of specific performance criteria or as otherwise permitted by the Plan or as contemplated
by the Committee.


 


(z)      “Other
Stock-Based Award” means an Award granted under Section 10 of the Plan.


 


(aa)   “Participant”
has the meaning set forth in Section 6 of the Plan.


 


(bb)  “Performance
Conditions” means specific levels of performance of the Company (and/or one or more Affiliates, divisions or operational and/or
business units, product lines, brands, business segments, administrative departments, units, or any combination of the foregoing) as determined
by the Committee and set forth in an applicable Award Agreement, which may be determined in accordance with GAAP or on a non-GAAP basis.
Any performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure
the of the Company and/or one or more Affiliates as a whole or any divisions or operational and/or business units, product lines, brands,
business segments, administrative departments of the Company and/or one or more Affiliates or any combination thereof, as the Committee
may deem appropriate, or any of the above performance criteria may be compared to the performance of a group of comparator companies,
or a published or special index that the Committee deems appropriate, or as compared to various stock market indices. The Performance
Conditions may include a threshold level of performance below which no payment shall be made (or no vesting shall occur), levels of performance
at which specified payments shall be made (or specified vesting shall occur), and a maximum level of performance above which no additional
payment shall be made (or at which full vesting shall occur). The Committee shall have the authority to make equitable adjustments to
the Performance Conditions as may be determined by the Committee, in its sole discretion.


 


(cc)   “Permitted
Transferee” has the meaning set forth in Section 14(b)(ii) of the Plan.


 


(dd)  “Person”
has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of Common Stock of the Company.


 


(ee)   “Released
Unit” has the meaning set forth in Section 9(d)(ii) of the Plan.


 


(ff)    “Restricted
Period” has the meaning set forth in Section 9(a) of the Plan.


 


(gg)  “Restricted
Stock” means an Award of Common Stock, subject to certain specified restrictions, granted under Section 9 of the Plan.


 


(hh)  “Restricted
Stock Unit” means an Award of an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or
other property, subject to certain specified restrictions, granted under Section 9 of the Plan.


 


(ii)      “SAR
Period” has the meaning set forth in Section 8(c) of the Plan.


 


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


 






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(kk)   “Stock
Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.


 


(ll)     “Strike
Price” has the meaning set forth in Section 8(b) of the Plan.


 


(mm) “Subsidiary”
means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly
by the Company.


 


(nn)  “Substitute
Awards” has the meaning set forth in Section 5(e) of the Plan.


 


4.       Administration.


 


(a)     The
Committee shall administer the Plan, and shall have the sole and plenary authority to (i) designate the Participants, (ii) determine
the type, size, and terms and conditions of Awards to be granted and to grant such Awards, (iii) determine the method by which an
Award may be settled, exercised, canceled, forfeited, suspended, or repurchased by the Company, (iv) determine the circumstances
under which the delivery of cash, property or other amounts payable with respect to an Award may be deferred, either automatically or
at the Participant’s or Committee’s election, (v) interpret, administer, reconcile any inconsistency in, correct any
defect in and supply any omission in the Plan and any Award granted under the Plan, (vi) establish, amend, suspend, or waive any
rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan,
(vii) accelerate the vesting, delivery or exercisability of, or payment for or lapse of restrictions on, or waive any condition in
respect of, Awards, and (viii) make any other determination and take any other action that the Committee deems necessary or desirable
for the administration of the Plan or to comply with any applicable law. To the extent required to comply with the provisions of Rule 16b-3
promulgated under the Exchange Act (if applicable and if the Board is not acting as the Committee under the Plan), or any exception or
exemption under applicable securities laws or the applicable rules of the NASDAQ or any other securities exchange or inter-dealer
quotation service on which the Common Stock is listed or quoted, as applicable, it is intended that each member of the Committee shall,
at the time such member takes any action with respect to an Award under the Plan, be (1) a “non-employee director” within
the meaning of Rule 16b-3 promulgated under the Exchange Act and/or (2) an “independent director” under the rules of
the NASDAQ or any other securities exchange or inter-dealer quotation service on which the Common Stock is listed or quoted, or a person
meeting any similar requirement under any successor rule or regulation (“Eligible Director”). However,
the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted or action taken
by the Committee that is otherwise validly granted or taken under the Plan.


 


(b)     The
Committee may delegate all or any portion of its responsibilities and powers to any person(s) selected by it, except for grants of
Awards to persons who are non-employee members of the Board or are otherwise subject to Section 16 of the Exchange Act. Any such
delegation may be revoked by the Committee at any time.


 


(c)     As
further set forth in Section 14(f) of the Plan, the Committee shall have the authority to amend the Plan and Awards to the extent
necessary to permit participation in the Plan by Eligible Persons who are located outside of the United States on terms and conditions
comparable to those afforded to Eligible Persons located within the United States; provided, however, that no such action
shall be taken without stockholder approval if such approval is required by applicable securities laws or regulation or NASDAQ listing
guidelines.


 






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(d)        Unless
otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions regarding the Plan or
any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be
made at any time and shall be final, conclusive and binding upon all persons and entities, including, without limitation, the Company,
any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.


 


(e)        No
member of the Board or the Committee, nor any employee or agent of the Company (each such person, an “Indemnifiable Person”),
shall be liable for any action taken or omitted to be taken or any determination made with respect to the Plan or any Award hereunder
(unless constituting fraud or a willful criminal act or willful criminal omission). Each Indemnifiable Person shall be indemnified and
held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed
upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable
Person may be involved as a party, witness or otherwise by reason of any action taken or omitted to be taken or determination made under
the Plan or any Award Agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval
(not to be unreasonably withheld), in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any
such action, suit or proceeding against such Indemnifiable Person, and the Company shall advance to such Indemnifiable Person any such
expenses promptly upon written request (which request shall include an undertaking by the Indemnifiable Person to repay the amount of
such advance if it shall ultimately be determined as provided below that the Indemnifiable Person is not entitled to be indemnified);
provided, that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding,
and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel
of recognized standing of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable
Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such
Indemnifiable Person determines that the acts or omissions or determinations of such Indemnifiable Person giving rise to the indemnification
claim resulted from such Indemnifiable Person’s fraud or willful criminal act or willful criminal omission or that such right of
indemnification is otherwise prohibited by law or by the Company’s certificate of incorporation or by-laws. The foregoing right
of indemnification shall not be exclusive of or otherwise supersede any other rights of indemnification to which such Indemnifiable Persons
may be entitled under the Company’s certificate of incorporation or by-laws, as a matter of law, individual indemnification agreement
or contract or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.


 


(f)         The
Board may at any time and from time to time grant Awards and administer the Plan with respect to such Awards. In any such case, the Board
shall have all the authority granted to the Committee under the Plan.


 


5.          Grant
of Awards; Shares Subject to the Plan; Limitations.


 


(a)        Awards.
The Committee may grant Awards to one or more Eligible Persons. All Awards granted under the Plan shall vest and become exercisable in
such manner and on such date or dates or upon such event or events as determined by the Committee, including, without limitation, attainment
of any Performance Conditions.


 






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(b)            Share
Limits. Subject to Section 11 of the Plan and subsection (e) below, the following limitations apply to the grant of Awards:
(i) no more than [      ] shares of Common Stock may be reserved for issuance and delivered in the aggregate pursuant to Awards granted
under the Plan (“the Share Pool”);2
(ii) no more than the number of shares of Common Stock referred to in clause (i) may be delivered pursuant to
the exercise of Incentive Stock Options granted under the Plan; and (iii) the maximum amount (based on the Fair Market Value of
shares of Common Stock on the date of grant as determined in accordance with applicable financial accounting rules) of Awards that may
be granted in any single fiscal year to any non-employee member of the Board, taken together with any cash fees paid to such non-employee
member of the Board in respect of service as a member of the Board during such fiscal year, shall be $750,000; provided, that
(x) the foregoing limitation shall not apply in respect of any Awards issued to a non-employee director in connection with the Company’s
initial public offering of shares of Common Stock, or in respect of any one-time equity grant upon his or her appointment to the Board
and (y) the independent members of the Board may make exceptions to this limit for a non-executive chair of the Board, provided,
in each case, that the non-employee director receiving such additional compensation does not participate in the decision to award such
compensation.


 


(c)            Share
Counting. The Share Pool shall be reduced, on the date of grant, by the relevant number of shares of Common Stock for each Award granted
under the Plan that is valued by reference to a share of Common Stock; provided that Awards that are valued by reference to shares of
Common Stock but are required to be paid in cash pursuant to their terms shall not reduce the Share Pool. If and to the extent that Awards
originating from the Share Pool terminate, expire, or are cash-settled, canceled, forfeited, exchanged, or surrendered without having
been exercised, vested, or settled, the shares of Common Stock subject to such Awards shall again be available for Awards under the Share
Pool. For clarity, the following shares of Common Stock shall become available for issuance under the Plan: (i) shares of Common
Stock tendered by the Participants, or withheld by the Company, as full or partial payment to the Company upon the exercise of Stock Options
granted under the Plan; (ii) shares of Common Stock reserved for issuance upon the grant of Stock Appreciation Rights, to the extent
that the number of reserved shares of Common Stock exceeds the number of shares of Common Stock actually issued upon the exercise of the
Stock Appreciation Rights; and (iii) shares of Common Stock withheld by, or otherwise remitted to, the Company to satisfy a Participant’s
tax withholding obligations upon the exercise, lapse of restrictions on, or settlement of, Awards granted under the Plan.


 


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


 


(e)            Substitute
Awards. The Committee may grant Awards in assumption of, or in substitution for, outstanding awards previously granted by the Company
or any Affiliate or an entity directly or indirectly acquired by the Company or with which the Company combines (“Substitute
Awards”), and such Substitute Awards shall not be counted against the aggregate number of shares of Common Stock available
for Awards (i.e., Substitute Awards will not be counted against the Share Pool); provided, that Substitute Awards issued or intended
as “incentive stock options” within the meaning of Section 422 of the Code shall be counted against the aggregate number
of Incentive Stock Options available under the Plan.


 


6.            Eligibility.
Participation shall be limited to Eligible Persons who have been selected by the Committee and who have entered into an Award Agreement
with respect to an Award granted to them under the Plan (each such Eligible Person, a “Participant”).


 





 



		2	Share Pool to equal 7.5% of the fully diluted number of shares
of Common Stock outstanding as of the Effective Date.



 






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7.            Options.


 


(a)            Generally.
Each Option shall be subject to the conditions set forth in the Plan and in the applicable Award Agreement. All Options granted under
the Plan shall be Nonqualified Stock Options unless the Award Agreement expressly states otherwise. Incentive Stock Options shall be granted
only subject to and in compliance with Section 422 of the Code, and only to Eligible Persons who are employees of the Company and
its Affiliates and who are eligible to receive an Incentive Stock Option under the Code. If for any reason an Option intended to be an
Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification,
such Option or portion thereof shall be regarded as a Nonqualified Stock Option properly granted under the Plan.


 


(b)            Exercise
Price. The exercise price (“Exercise Price”) per share of Common Stock for each Option (that is not a Substitute
Award) shall not be less than 100% of the Fair Market Value of such share, determined as of the date of grant. Any modification to the
Exercise Price of an outstanding Option shall be subject to the prohibition on repricing set forth in Section 13(b).


 


(c)            Vesting,
Exercise and Expiration. The Committee shall determine the manner and timing of vesting, exercise and expiration of Options. The period
between the date of grant and the scheduled expiration date of the Option (“Option Period”) shall not exceed
ten years, unless the Option Period (other than in the case of an Incentive Stock Option) would expire at a time when trading in the shares
of Common Stock is prohibited by the Company’s insider-trading policy or a Company-imposed “blackout period,” in which
case the Option Period shall be extended automatically (other than with respect to Options with an Exercise Price as of the end of the
Option Period (prior to any such extension) that is not less than the Fair Market Value of a share of Common Stock at such time) until
the 30th day following the expiration of such prohibition (so long as such extension shall not violate Section 409A of the Code).
The Committee may accelerate the vesting and/or exercisability of any Option, which acceleration shall not affect any other terms and
conditions of such Option.


 


(d)            Method
of Exercise and Form of Payment. No shares of Common Stock shall be delivered pursuant to any exercise of an Option until the
Participant has paid the Exercise Price to the Company in full, and an amount equal to any U.S. federal, state and local income and employment
taxes and non-U.S. income and employment taxes, social contributions and any other tax-related items required to be withheld. Options
may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third-party administrator)
in accordance with the terms of the Option and the Award Agreement accompanied by payment of the Exercise Price and such applicable taxes.
The Exercise Price shall be payable (i) in cash or by check, cash equivalent and/or shares of Common Stock valued at the Fair Market
Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership
of a sufficient number of shares of Common Stock in lieu of actual delivery of such shares to the Company) or any combination of the foregoing;
provided, that such shares of Common Stock are not subject to any pledge or other security interest; or (ii) by such other
method as elected by the Participant and that the Committee may permit, in its sole discretion, including without limitation: (A) in
the form of other property having a Fair Market Value on the date of exercise equal to the Exercise Price and all applicable required
withholding taxes; (B) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless
exercise” pursuant to which the Company or its designee (including third-party administrators) is delivered a copy of irrevocable
instructions to a stockbroker to sell the shares of Common Stock otherwise deliverable upon the exercise of the Option and to deliver
promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes against delivery of the shares
of Common Stock to settle the applicable trade; or (C) by means of a “net exercise” procedure effected by withholding
the minimum number of shares of Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price
and all applicable required withholding taxes. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan
or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu
of any fractional shares of Common Stock, or whether such fractional shares of Common Stock or any rights thereto shall be canceled, terminated
or otherwise eliminated.


 






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


 


(f)            Compliance
with Laws. Notwithstanding the foregoing, in no event shall the Participant be permitted to exercise an Option in a manner that the
Committee determines would violate the Sarbanes-Oxley Act of 2002, or any other applicable law or the applicable rules and regulations
of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer quotation
service on which the Common Stock of the Company is listed or quoted.


 


(g)            Incentive
Stock Option Grants to 10% Stockholders. Notwithstanding anything to the contrary in this Section 7, if an Incentive Stock Option
is granted to a Participant who owns stock representing more than ten percent of the voting power of all classes of stock of the Company
or of a parent or subsidiary of the Company (within the meaning of Sections 424(e) and 424(f) of the Code), the Option Period
shall not exceed five years from the date of grant of such Option and the Exercise Price shall be at least 110% of the Fair Market Value
(on the date of grant) of the shares subject to the Option.


 


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


 


8.            Stock
Appreciation Rights (SARs).


 


(a)            Generally.
Each SAR shall be subject to the conditions set forth in the Plan and the Award Agreement. Any Option granted under the Plan may include
a tandem SAR. The Committee also may award SARs independent of any Option.


 


(b)            Strike
Price. The strike price (“Strike Price”) per share of Common Stock for each SAR (that is not a Substitute
Award) shall not be less than 100% of the Fair Market Value of such share, determined as of the date of grant; provided, however,
that a SAR granted in tandem with (or in substitution for) an Option previously granted shall have a Strike Price equal to the Exercise
Price of the corresponding Option. Any modification to the Strike Price of an outstanding SAR shall be subject to the prohibition on repricing
set forth in Section 13(b).


 






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(c)            Vesting
and Expiration. A SAR granted in tandem with an Option shall vest and become exercisable and shall expire according to the same vesting
schedule and expiration provisions as the corresponding Option. A SAR granted independently of an Option shall vest and become exercisable
and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed
ten years, as may be determined by the Committee (the “SAR Period”); provided, however, that notwithstanding
any vesting or exercisability dates set by the Committee, the Committee may accelerate the vesting and/or exercisability of any SAR, which
acceleration shall not affect the terms and conditions of such SAR other than with respect to vesting and/or exercisability. If the SAR
Period would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s insider trading policy or
a Company-imposed “blackout period,” the SAR Period shall be automatically extended (other than with respect to SARs with
a Strike Price as of the end of the SAR Period (prior to any such extension) that is not less than the Fair Market Value of a share of
Common Stock at such time) until the 30th day following the expiration of such prohibition (so long as such extension shall not violate
Section 409A of the Code).


 


(d)            Method
of Exercise. SARs may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including
a third-party administrator) in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on
which such SARs were awarded.


 


(e)            Payment.
Upon the exercise of a SAR, the Company shall pay to the holder thereof an amount equal to the number of shares subject to the SAR that
are being exercised multiplied by the excess, if any, of the Fair Market Value of one share of Common Stock on the exercise date over
the Strike Price, less an amount equal to any U.S. federal, state and local income and employment taxes and non-U.S. income and employment
taxes, social contributions and any other tax-related items required to be withheld. The Company shall pay such amount in cash, in shares
of Common Stock valued at Fair Market Value as determined on the date of exercise, or any combination thereof, as determined by the Committee.
Any fractional shares of Common Stock shall be settled in cash.


 


9.            Restricted
Stock and Restricted Stock Units.


 


(a)            Generally.
Each Restricted Stock and Restricted Stock Unit Award shall be subject to the conditions set forth in the Plan and the applicable Award
Agreement. The Committee shall establish restrictions applicable to Restricted Stock and Restricted Stock Units, including the period
over which the restrictions shall apply (the “Restricted Period”), and the time or times at which Restricted
Stock or Restricted Stock Units shall become vested (which, for the avoidance of doubt, may include service- and/or performance-based
vesting conditions). To the extent permitted in the Committee’s sole discretion, and subject to such rules, approvals, and conditions
as the Committee may impose from time to time, an Eligible Person who is a non-employee director may elect to receive all or a portion
of such Eligible Person’s cash director fees and other cash director compensation payable for director services provided to the
Company by such Eligible Person in any fiscal year, in whole or in part, in the form of Restricted Stock Units (which may be fully vested
from the date of receipt). The Committee may accelerate the vesting and/or the lapse of any or all of the restrictions on Restricted Stock
and Restricted Stock Units which acceleration shall not affect any other terms and conditions of such Awards. No share of Common Stock
shall be issued at the time an Award of Restricted Stock Units is made, and the Company will not be required to set aside a fund for the
payment of any such Award.


 






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(b)            Stock
Certificates; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, the Committee shall cause share(s) of Common
Stock to be registered in the name of the Participant and held in book-entry form subject to the Company’s directions. The Committee
may also cause a stock certificate registered in the name of the Participant to be issued. In such event, the Committee may provide that
such certificates shall be held by the Company or in escrow rather than delivered to the Participant pending vesting and release of restrictions,
in which case the Committee may require the Participant to execute and deliver to the Company or its designee (including third-party administrators)
(i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate stock power (endorsed in blank)
with respect to the Restricted Stock. If the Participant shall fail to execute and deliver the escrow agreement and blank stock power
within the amount of time specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this
Section 9 and the Award Agreement, the Participant shall have the rights and privileges of a stockholder as to such Restricted Stock,
including without limitation the right to vote such Restricted Stock.


 


(c)            Restrictions;
Forfeiture. Restricted Stock and Restricted Stock Units awarded to the Participant shall be subject to forfeiture until the expiration
of the Restricted Period and the attainment of any other vesting criteria established by the Committee, and shall be subject to the restrictions
on transferability set forth in the Award Agreement. In the event of any forfeiture, all rights of the Participant to such Restricted
Stock (or as a stockholder with respect thereto), and to such Restricted Stock Units, as applicable, including to any dividends and/or
dividend equivalents that may have been accumulated and withheld during the Restricted Period in respect thereof, shall terminate without
further action or obligation on the part of the Company. The Committee shall have the authority to remove any or all of the restrictions
on the Restricted Stock and Restricted Stock Units whenever it may determine that, by reason of changes in applicable laws or other changes
in circumstances arising after the date of grant of the Restricted Stock Award or Restricted Stock Unit Award, such action is appropriate.


 


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


 


(i)       Upon
the expiration of the Restricted Period with respect to any shares of Restricted Stock and the attainment of any other vesting criteria,
the restrictions set forth in the applicable Award Agreement shall be of no further force or effect, except as set forth in the Award
Agreement. If an escrow arrangement is used, upon such expiration the Company shall deliver to the Participant or such Participant’s
beneficiary (via book-entry notation or, if applicable, in stock certificate form) the shares of Restricted Stock with respect to which
the Restricted Period has expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld by the Committee
and attributable to the Restricted Stock shall be distributed to the Participant in cash or in shares of Common Stock having a Fair Market
Value (on the date of distribution) (or a combination of cash and shares of Common Stock) equal to the amount of such dividends, upon
the release of restrictions on the Restricted Stock.


 


(ii)      Unless
otherwise provided by the Committee in an Award Agreement, upon the expiration of the Restricted Period and the attainment of any other
vesting criteria established by the Committee, with respect to any outstanding Restricted Stock Units, the Company shall deliver to the
Participant, or such Participant’s beneficiary (via book-entry notation or, if applicable, in stock certificate form), one share
of Common Stock (or other securities or other property, as applicable) for each such outstanding Restricted Stock Unit that has not then
been forfeited and with respect to which the Restricted Period has expired and any other such vesting criteria are attained (“Released
Unit”); provided, however, that the Committee may elect to (A) pay cash or part cash and part Common
Stock in lieu of delivering only shares of Common Stock in respect of such Released Units or (B) defer the delivery of Common Stock
(or cash or part Common Stock and part cash, as the case may be) beyond the expiration of the Restricted Period if such extension would
not cause adverse tax consequences under Section 409A of the Code. If a cash payment is made in lieu of delivering shares of Common
Stock, the amount of such payment shall be equal to the Fair Market Value of the Common Stock as of the date on which the shares of Common
Stock would have otherwise been delivered to the Participant in respect of such Restricted Stock Units.


 






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


 


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


 


TRANSFER OF THIS CERTIFICATE AND THE SHARES
REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE ROTECH HEALTHCARE HOLDINGS INC.
2021 OMNIBUS INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT, DATED AS OF __________, BETWEEN ROTECH
HEALTHCARE HOLDINGS INC. AND _________. A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF
ROTECH HEALTHCARE HOLDINGS INC.


 


10.            Other
Stock-Based Awards and Other Cash-Based Awards. The Committee may issue unrestricted Common Stock, rights to receive future grants
of Awards, or other Awards denominated in Common Stock (including performance shares or performance units), or Awards that provide for
cash payments based in whole or in part on the value or future value of shares of Common Stock (“Other Stock-Based Awards”)
and Other Cash-Based Awards under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts as the Committee
shall from time to time determine. Each Other Stock-Based Award shall be evidenced by an Award Agreement, which may include conditions
including, without limitation, the payment by the Participant of the Fair Market Value of such shares of Common Stock on the date of grant.


 


11.            Changes
in Capital Structure and Similar Events. In the event of (a) any dividend (other than regular cash dividends) or other distribution
(whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, amalgamation, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares
of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities
of the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the
shares of Common Stock, or (b) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the
Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations
or other requirements of any governmental body or securities exchange or inter-dealer quotation service, accounting principles or law,
such that in any case an adjustment is determined by the Committee to be necessary or appropriate, then the Committee shall (other than
with respect to Other Cash-Based Awards) make any such adjustments in such manner as it may deem equitable, including without limitation
any or all of the following:


 






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(i)            adjusting
any or all of (A) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities
or other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including,
without limitation, adjusting any or all of the limitations under Section 5 of the Plan) and (B) the terms of any outstanding
Award, including, without limitation, (1) the number of shares of Common Stock or other securities of the Company (or number and
kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (2) the Exercise
Price or Strike Price with respect to any Award and/or (3) any applicable performance measures (including, without limitation, Performance
Conditions and performance periods);


 






(ii)            providing
for a substitution or assumption of Awards (or awards of an acquiring company), accelerating the delivery, vesting and/or exercisability
of, lapse of restrictions and/or other conditions on, or termination of, Awards or providing for a period of time (which shall not be
required to be more than (10) days) for the Participants to exercise outstanding Awards prior to the occurrence of such event (and
any such Award not so exercised shall terminate or become no longer exercisable upon the occurrence of such event); and


 


(iii)            cancelling
any one or more outstanding Awards (or awards of an acquiring company) and causing to be paid to the holders thereof, in cash, shares
of Common Stock, other securities or other property, or any combination thereof, the value of such Awards, if any, as determined by the
Committee (which if applicable may be based upon the price per share of Common Stock received or to be received by other stockholders
of the Company in such event), including without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount
equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Common Stock subject
to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that,
in such event, any Option or SAR having a per-share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value (as
of the date specified by the Committee) of a share of Common Stock subject thereto may be canceled and terminated without any payment
or consideration therefor);


 


provided, however, that the Committee
shall make an equitable or proportionate adjustment to outstanding Awards to reflect any “equity restructuring” (within the
meaning of the Financial Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)). Except as otherwise determined
by the Committee, any adjustment in Incentive Stock Options under this Section 11 (other than any cancellation of Incentive Stock
Options) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of
the Code, and any adjustments under this Section 11 shall be made in a manner that does not adversely affect the exemption provided
pursuant to Rule 16b-3 promulgated under the Exchange Act. The Company shall give each Participant notice of an adjustment hereunder
and, upon notice, such adjustment shall be conclusive and binding for all purposes. In anticipation of the occurrence of any event listed
in the first sentence of this Section 11, for reasons of administrative convenience, the Committee in its sole discretion may refuse
to permit the exercise of any Award during a period of up to 30 days prior to, and/or up to 30 days after, the anticipated occurrence
of any such event.


 


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


 


(a)            Termination.
To the extent permitted under Section 409A of the Code, the Committee may provide, by rule or regulation or in any applicable
Award Agreement, or may determine in any individual case, the circumstances in which, and to the extent to which, an Award may be exercised,
settled, vested, paid or forfeited in the event of the Participant’s termination of service prior to the end of a performance period
or vesting, exercise or settlement of such Award.


 






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(b)            Change
in Control. In the event of a Change in Control, notwithstanding any provision of the Plan to the contrary, the Committee may provide
for: (i) continuation or assumption of such outstanding Awards under the Plan by the Company (if it is the surviving corporation)
or by the surviving corporation or its parent; (ii) substitution by the surviving corporation or its parent of awards with substantially
the same terms and value for such outstanding Awards (in the case of an Option or SAR, the Intrinsic Value at grant of such Substitute
Award shall equal the Intrinsic Value of the Award); (iii) acceleration of the vesting (including the lapse of any restrictions,
with any performance criteria or other performance conditions deemed met at target) or right to exercise such outstanding Awards immediately
prior to or as of the date of the Change in Control, and the expiration of such outstanding Awards to the extent not timely exercised
by the date of the Change in Control or other date thereafter designated by the Committee; or (iv) in the case of an Option or SAR,
cancelation in consideration of a payment in cash or other consideration to the Participant who holds such Award in an amount equal to
the Intrinsic Value of such Award (which may be equal to but not less than zero), which, if in excess of zero, shall be payable upon the
effective date of such Change in Control. For the avoidance of doubt, in the event of a Change in Control, the Committee may, in its sole
discretion, terminate any Option or SARs for which the Exercise Price or Strike Price is equal to or exceeds the per share value of the
consideration to be paid in the Change in Control transaction without payment of consideration therefor.


 


13.            Amendments
and Termination.


 


(a)            Amendment
and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any
time; provided, that no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder
approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation,
as necessary to comply with any applicable rules or requirements of any securities exchange or inter-dealer quotation service on
which the shares of Common Stock may be listed or quoted, for changes in GAAP to new accounting standards); provided, further,
that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of
any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent
of the affected Participant, holder or beneficiary, unless the Committee determines that such amendment, alteration, suspension, discontinuance
or termination is either required or advisable in order for the Company, the Plan or the Award to satisfy any applicable law or regulation.
Notwithstanding the foregoing, no amendment shall be made to the last proviso of Section 13(b) without stockholder approval.


 


(b)            Amendment
of Award Agreements. The Committee may, to the extent not inconsistent with the terms of any applicable Award Agreement or the Plan,
waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted
or the associated Award Agreement, prospectively or retroactively (including after the Participant’s termination of employment or
service with the Company); provided, that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination
that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that
extent be effective without the consent of the affected Participant unless the Committee determines that such waiver, amendment, alteration,
suspension, discontinuance, cancellation or termination is either required or advisable in order for the Company, the Plan or the Award
to satisfy any applicable law or regulation; provided, further, that except as otherwise permitted under Section 11
of the Plan, if (i) the Committee reduces the Exercise Price of any Option or the Strike Price of any SAR, (ii) the Committee
cancels any outstanding Option or SAR and replaces it with a new Option or SAR (with a lower Exercise Price or Strike Price, as the case
may be) or other Award or cash in a manner that would either (A) be reportable on the Company’s proxy statement or Form 10-K
(if applicable) as Options that have been “repriced” (as such term is used in Item 402 of Regulation S-K promulgated under
the Exchange Act), or (B) result in any “repricing” for financial statement reporting purposes (or otherwise cause the
Award to fail to qualify for equity accounting treatment), (iii) the Committee takes any other action that is considered a “repricing”
for purposes of the stockholder approval rules of the applicable securities exchange or inter-dealer quotation service on which the
Common Stock is listed or quoted, or (iv) the Committee cancels any outstanding Option or SAR that has a per-share Exercise Price
or Strike Price (as applicable) at or above the Fair Market Value of a share of Common Stock on the date of cancellation, and pays any
consideration to the holder thereof, whether in cash, securities, or other property, or any combination thereof, then, in the case of
the immediately preceding clauses (i) through (iv), any such action shall not be effective without stockholder approval.


 






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14.            General.


 


(a)            Award
Agreements; Other Agreements. Each Award under the Plan shall be evidenced by an Award Agreement, which shall be delivered to the
Participant and shall specify the terms and conditions of the Award and any rules applicable thereto. In the event of any conflict
between the terms of the Plan and any Award Agreement or employment, change-in-control, severance or other agreement in effect with the
Participant, the terms of the Plan shall control.


 


(b)            Nontransferability.


 


(i)         Each
Award shall be exercisable only by the Participant during the Participant’s lifetime, or, if permissible under applicable law, by
the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred
or encumbered by the Participant other than by will or by the laws of descent and distribution, and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided,
that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.


 


(ii)        Notwithstanding
the foregoing, the Committee may permit Awards (other than Incentive Stock Options) to be transferred by the Participant, without consideration,
subject to such rules as the Committee may adopt, to (A) any person who is a “family member” of the Participant,
as such term is used in the instructions to Form S-8 under the Securities Act or any successor form of registration statements promulgated
by the Securities and Exchange Commission (collectively, the “Immediate Family Members”); (B) a trust solely
for the benefit of the Participant or the Participant’s Immediate Family Members; (C) a partnership or limited liability company
whose only partners or stockholders are the Participant and the Participant’s Immediate Family Members; or (D) any other transferee
as may be approved either (1) by the Board or the Committee, or (2) as provided in the applicable Award Agreement (each transferee
described in clause (A), (B), (C) or (D) above is hereinafter referred to as a “Permitted Transferee”);
provided, that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer
and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.


 






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(iii)            The
terms of any Award transferred in accordance with the immediately preceding paragraph shall apply to the Permitted Transferee, and any
reference in the Plan, or in any applicable Award Agreement, to the Participant shall be deemed to refer to the Permitted Transferee,
except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and
distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect
a registration statement on an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise of such Option
if the Committee determines, consistent with any applicable Award Agreement, that such a registration statement is necessary or appropriate;
(C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice
is or would otherwise have been required to be given to the Participant under the Plan or otherwise; (D) the consequences of the
termination of the Participant’s employment by, or services to, the Company or an Affiliate under the terms of the Plan and the
applicable Award Agreement shall continue to be applied with respect to the transferred Award, including, without limitation, that an
Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable
Award Agreement; and (E) any non-competition, non-solicitation, non-disparagement, non-disclosure, or other restrictive covenants
contained in any Award Agreement or other agreement between the Participant and the Company or any Affiliate shall continue to apply to
the Participant and the consequences of the violation of such covenants shall continue to be applied with respect to the transferred Award,
including without limitation the clawback and forfeiture provisions of Section 14(t) of the Plan.


 


(c)            Dividends
and Dividend Equivalents. The Committee may provide the Participant with dividends or dividend equivalents as part of an Award, payable
in cash, shares of Common Stock, other securities, other Awards or other property, on a current or deferred basis, on such terms and conditions
as may be determined by the Committee, including, without limitation, payment directly to the Participant, withholding of such amounts
by the Company subject to vesting of the Award or reinvestment in additional shares of Common Stock, Restricted Stock or other Awards;
provided, that no dividends or dividend equivalents shall be payable (i) in respect of outstanding Options or SARs or (ii) in
respect of any other Award unless and until the Participant vests in such underlying Award; provided, further, that dividend
equivalents may be accumulated in respect of unearned Awards and paid as soon as administratively practicable, but no more than 60 days,
after such Awards are earned and become payable or distributable (and the right to any such accumulated dividends or dividend equivalents
shall be forfeited upon the forfeiture of the Award to which such dividends or dividend equivalents relate).


 


(d)            Tax
Withholding.


 


(i)            The
Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right (but not the
obligation) and is hereby authorized to withhold, from any cash, shares of Common Stock, other securities or other property deliverable
under any Award or from any compensation or other amounts owing to the Participant, the amount (in cash, Common Stock, other securities
or other property) of any required withholding taxes (up to the maximum permissible withholding amounts) in respect of an Award, its exercise,
or any payment or transfer under an Award or under the Plan and to take such other action that the Committee or the Company deem necessary
to satisfy all obligations for the payment of such withholding taxes.


 


(ii)            Without
limiting the generality of paragraph (i) above, the Committee may permit the Participant to satisfy, in whole or in part, the foregoing
withholding liability by (A) payment in cash, (B) the delivery of shares of Common Stock (which shares are not subject to any
pledge or other security interest) owned by the Participant having a Fair Market Value on such date equal to such withholding liability
or (C) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise
or settlement of the Award a number of shares with a Fair Market Value on such date equal to such withholding liability. In addition,
subject to any requirements of applicable law, the Participant may also satisfy the tax withholding obligations by other methods, including
selling shares of Common Stock that would otherwise be available for delivery, provided that the Board or the Committee has specifically
approved such payment method in advance.


 






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(e)            No
Claim to Awards; No Rights to Continued Employment, Directorship or Engagement. No employee, director of the Company, consultant providing
service to the Company or an Affiliate, or other person, shall have any claim or right to be granted an Award under the Plan or, having
been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment
of the Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations
and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among the Participants,
whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving
any Participant any right to be retained in the employ or service of the Company or an Affiliate, or to continue in the employ or the
service of the Company or an Affiliate, nor shall it be construed as giving any Participant who is a director any rights to continued
service on the Board.


 


(f)            International
Participants. With respect to the Participants who reside or work outside of the United States, the Committee may amend the terms
of the Plan or appendices thereto, or outstanding Awards, with respect to such Participants, in order to conform such terms with or accommodate
the requirements of local laws, procedures or practices or to obtain more favorable tax or other treatment for the Participant, the Company
or its Affiliates. Without limiting the generality of this subsection, the Committee is specifically authorized to adopt rules, procedures
and sub-plans with provisions that limit or modify rights on death, disability, retirement or other terminations of employment, available
methods of exercise or settlement of an Award, payment of income, social insurance contributions or payroll taxes, withholding procedures
and handling of any stock certificates or other indicia of ownership that vary with local requirements. The Committee may also adopt rules,
procedures or sub-plans applicable to particular Affiliates or locations.


 


(g)            Beneficiary
Designation. The Participant’s beneficiary shall be the Participant’s spouse (or domestic partner if such status is recognized
by the Company and in such jurisdiction), or if the Participant is otherwise unmarried at the time of death, the Participant’s estate,
except to the extent that a different beneficiary is designated in accordance with procedures that may be established by the Committee
from time to time for such purpose. Notwithstanding the foregoing, in the absence of a beneficiary validly designated under such Committee-established
procedures and/or applicable law who is living (or in existence) at the time of death of a Participant residing or working outside the
United States, any required distribution under the Plan shall be made to the executor or administrator of the estate of the Participant,
or to such other individual as may be prescribed by applicable law.


 


(h)            Termination
of Employment or Service. The Committee, in its sole discretion, shall determine the effect of all matters and questions related to
the termination of employment of or service of a Participant. Except as otherwise provided in an Award Agreement, or any employment, consulting,
change-in-control, severance or other agreement between the Participant and the Company or an Affiliate, unless determined otherwise by
the Committee: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence (including,
without limitation, a call to active duty for military service through a Reserve or National Guard unit) nor a transfer from employment
or service with the Company to employment or service with an Affiliate (or vice versa) shall be considered a termination of employment
or service with the Company or an Affiliate; and (ii) if the Participant’s employment with the Company or its Affiliates terminates,
but such Participant continues to provide services with the Company or its Affiliates in a non-employee capacity (including as a non-employee
director) (or vice versa), such change in status shall not be considered a termination of employment or service with the Company or an
Affiliate for purposes of the Plan.


 


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


 






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(j)            Government
and Other Regulations.


 


(i)            Nothing
in the Plan shall be deemed to authorize the Committee or Board or any members thereof to take any action contrary to applicable law or
regulation, or rules of the NASDAQ or any other securities exchange or inter-dealer quotation service on which the Common Stock is
listed or quoted.


 


(ii)            The
obligation of the Company to settle Awards in Common Stock or other consideration shall be subject to all applicable laws, rules, and
regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to
the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling,
any shares of Common Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act
with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that
such shares may be offered or sold without such registration pursuant to and in compliance with the terms of an available exemption. The
Company shall be under no obligation to register for sale under the Securities Act any of the shares of Common Stock to be offered or
sold under the Plan. The Committee shall have the authority to provide that all shares of Common Stock or other securities of the Company
or any Affiliate delivered under the Plan shall be subject to such stop-transfer orders and other restrictions as the Committee may deem
advisable under the Plan, the applicable Award Agreement, U.S. federal securities laws, or the rules, regulations and other requirements
of the U.S. Securities and Exchange Commission, any securities exchange or inter-dealer quotation service upon which such shares or other
securities of the Company are then listed or quoted and any other applicable federal, state, local or non-U.S. laws, rules, regulations
and other requirements, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends
to be put on any such certificates of Common Stock or other securities of the Company or any Affiliate delivered under the Plan to make
appropriate reference to such restrictions or may cause such Common Stock or other securities of the Company or any Affiliate delivered
under the Plan in book-entry form to be held subject to the Company’s instructions or subject to appropriate stop-transfer orders.
Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions
to any Award granted under the Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with
the legal requirements of any governmental entity to whose jurisdiction the Award is subject.


 


(iii)            The
Committee may cancel an Award or any portion thereof if it determines that legal or contractual restrictions and/or blockage and/or other
market considerations would make the Company’s acquisition of shares of Common Stock from the public markets, the Company’s
issuance of Common Stock to the Participant, the Participant’s acquisition of Common Stock from the Company and/or the Participant’s
sale of Common Stock to the public markets illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion
of an Award in accordance with the foregoing, unless prevented by applicable laws, the Company shall pay to the Participant an amount
equal to the excess (if any) of (A) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion
thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or delivered, as applicable),
over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a
condition of delivery of shares of Common Stock (in the case of any other Award). Such amount shall be delivered to the Participant as
soon as practicable following the cancellation of such Award or portion thereof.


 






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


 


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


 


(m)            No
Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind
or a fiduciary relationship between the Company or any Affiliate, on the one hand, and the Participant or other person or entity, on the
other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan,
to purchase assets or place any assets in a trust or other entity to which contributions are made or to otherwise segregate any assets,
nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately
maintained or administered fund for such purposes. The Participants shall have no rights under the Plan other than as unsecured general
creditors of the Company.


 


(n)            Reliance
on Reports. Each member of the Committee and each member of the Board (and each such member’s respective designees) shall be
fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good
faith, in reliance upon any report made by the independent registered public accounting firm of the Company and its Affiliates and/or
any other information furnished in connection with the Plan by any agent of the Company or the Committee or the Board, other than such
member or designee.


 


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


 


(p)            Governing
Law. The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles
of conflicts of laws thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws
of any jurisdiction other than the State of Delaware.


 


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


 






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


 


(s)            Section 409A
of the Code.


 


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


 


(ii)            Notwithstanding
anything in the Plan to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of
the Code, no payments or deliveries in respect of any Awards that are “deferred compensation” subject to Section 409A
of the Code shall be made to such Participant prior to the date that is six months after the date of such Participant’s “separation
from service” within the meaning of Section 409A of the Code or, if earlier, the Participant’s date of death. All such
delayed payments or deliveries will be paid or delivered (without interest) in a single lump sum on the earliest date permitted under
Section 409A of the Code that is also a business day.


 


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


 






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(t)            Clawback/Forfeiture.
Notwithstanding anything to the contrary contained herein, the Committee may cancel an Award if the Participant, without the consent of
the Company, (A) has engaged in or engages in activity that is in conflict with or adverse to the interests of the Company or any
Affiliate while employed by or providing services to the Company or any Affiliate, including fraud or conduct contributing to any financial
restatements or irregularities or (B) violates a non-competition, non-solicitation, non-disparagement or non-disclosure covenant
or agreement with the Company or any Affiliate, as determined by the Committee, or if the Participant’s employment or service is
terminated for Cause. The Committee may also provide in an Award Agreement that in any such event the Participant will forfeit any compensation,
gain or other value realized thereafter on the vesting, exercise or settlement of such Award, the sale or other transfer of such Award,
or the sale of shares of Common Stock acquired in respect of such Award, and must promptly repay such amounts to the Company. The Committee
may also provide in an Award Agreement that if the Participant receives any amount in excess of what the Participant should have received
under the terms of the Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations
or other administrative error), all as determined by the Committee, then the Participant shall be required to promptly repay any such
excess amount to the Company. In addition, the Company shall retain the right to bring an action at equity or law to enjoin the Participant’s
activity and recover damages resulting from such activity. Further, to the extent required by applicable law (including, without limitation,
Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) and/or
the rules and regulations of the NASDAQ or any other securities exchange or inter-dealer quotation service on which the Common Stock
is listed or quoted, or if so required pursuant to a written policy adopted by the Company, Awards shall be subject (including on a retroactive
basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into all outstanding
Award Agreements).


 


(u)            No
Representations or Covenants With Respect to Tax Qualification. Although the Company may endeavor to (i) qualify an Award for
favorable U.S. or non-U.S. tax treatment or (ii) avoid adverse tax treatment, the Company makes no representation to that effect
and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment. The Company shall be unconstrained in its
corporate activities without regard to the potential negative tax impact on holders of Awards under the Plan.


 


(v)            No
Interference. The existence of the Plan, any Award Agreement, and the Awards granted hereunder shall not affect or restrict in any
way the right or power of the Company, the Board, the Committee, 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, or preferred or prior
preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or that are convertible into or exchangeable
for Common Stock, or the dissolution or liquidation of the Company or any Affiliate, or any sale or transfer of all or any part of their
assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.


 


(w)            Expenses;
Titles and Headings. The expenses of administering the Plan shall be borne by the Company and its Affiliates. 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.


 


(x)            Whistleblower
Acknowledgments. Notwithstanding anything to the contrary herein, nothing in this Plan or any Award Agreement will (i) prohibit
a Participant from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance
with the provisions of and rules promulgated under Section 21F of the Exchange Act or Section 806 of the Sarbanes-Oxley
Act of 2002, or of any other whistleblower protection provisions of federal law or regulation, or (ii) require prior approval by
the Company or any of its Affiliates of any reporting described in clause (i).


 


* * *


 


As adopted by the Board of Directors of the Company
on [______], 2021.


 


As approved by the stockholders of the Company
on [______], 2021.


 






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