Exhibit 10.18


 


Rotech Healthcare Holdings Inc.

Employee Stock Purchase Plan


 


1.            Purpose.
The purpose of this Employee Stock Purchase Plan (the “Plan”) of Rotech Healthcare Holdings Inc., a Delaware corporation
(the “Company”), is to provide eligible Employees of the Company and its Designated Subsidiaries with a convenient
opportunity to purchase Common Stock of the Company. It is the intention of the Company to have the Plan qualify as an “Employee
Stock Purchase Plan” under Section 423 of the Code. The provisions of the Plan shall, accordingly, be construed so as to extend
and limit participation in a manner consistent with the requirements of that section of the Code.


 


2.            Definitions.
The following definitions shall apply throughout the Plan.


 


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


 


(b)           “Code”
means the United States 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.


 


(c)           “Committee”
means a committee appointed by the Board. In the absence of a contrary designation by the Board, the Compensation Committee of the Board
shall be the Committee hereunder.


 


(d)           “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).


 


(e)           “Company”
has the meaning set forth in Section 1.


 


(f)            “Compensation”
means the base pay (determined on such date as may be established by the Committee) received by an Employee from the Company or a Designated
Subsidiary. Base pay shall (i) be determined prior to any salary reduction contributions under a cafeteria plan pursuant to Section 125
of the Code, any salary reduction amounts pursuant to a qualified transportation benefit program pursuant to Section 132(f) of
the Code, and any elective deferrals to a nonqualified deferred compensation plan and to a cash or deferred plan pursuant to Section 401(k) of
the Code and (ii) exclude any imputed income arising under any group insurance or benefit program, travel expenses, business and
relocation expense, and income received in connection with stock options or other equity-based awards.


 


(g)           “Continuous
Status as an Employee” means the absence of any interruption or termination of service as an Employee. Continuous Status as
an Employee shall not be considered interrupted in the case of (i) sick leave, military leave, or other bona fide leave of absence
that is required by law to be considered uninterrupted service or that is otherwise approved by the Committee if the period of such leave
does not exceed 90 days, or if longer, so long as the individual’s right to reemployment as an Employee is guaranteed either by
contract or statute; or (ii) transfers between locations of the Company or between and among the Company and its Designated Subsidiaries.
For purposes of clarification, the disposition of a Designated Subsidiary shall constitute a termination of the Continuous Status as an
Employee of any Employee employed by such Designated Subsidiary.


 






    


     


    

 


(h)           “Contributions”
means all amounts credited to the notional account of a Participant pursuant to the Plan.


 


(i)            “Corporate
Transaction” means a sale of all or substantially all of the Company’s assets, or a merger, consolidation, or other capital
reorganization of the Company with or into another corporation, or any other transaction or series of related transactions in which the
Company’s stockholders immediately prior thereto own less than 50% of the voting stock of the Company (or its successor or ultimate
parent company) immediately thereafter, but excluding any acquisition of voting stock by the Company or any of its affiliates or by any
employee benefit plan sponsored or maintained by the Company or any of its affiliates.


 


(j)            “Designated
Subsidiaries” means all Subsidiaries, except with respect to any of such Subsidiaries that the Committee has determined is not
eligible to participate in the Plan.


 


(k)           “Employee”
means any person who (i) has had Continuous Status as an Employee of the Company or one of its Designated Subsidiaries for a period
of at least sixty (60) days, (ii) is customarily employed thereby for at least 20 hours per week and more than five (5) months
in a calendar year, and (iii) is classified as an employee for tax purposes.


 


(l)            “Exchange
Act” means the United States 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.


 


(m)          “Fair
Market Value” means, for any date, with respect to a Share, the closing sales price of a Share on the primary exchange on which
the Common Stock is traded on such date or, in the event that the Common Stock is not traded on such date, then the immediately preceding
trading date. In the absence of an established market for Common Stock, the Fair Market Value of a Share shall be determined in good faith
by the Committee and such determination shall be conclusive and binding on all persons. The “Fair Market Value” of
all other property shall be determined in good faith by the Committee, and such determination shall be conclusive and binding on all persons.


 


(n)           “Indemnifiable
Person” shall have the meaning ascribed to it in Section 27.


 






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(o)           “Maximum
Number of Shares” means, with respect to a given Offering Period, a number of Shares equal to the quotient of (x) $25,000
divided by (y) the Fair Market Value of a Share on the Offering Date, which Maximum Number of Shares may be pro-rated by the Committee
for an Offering Period that is less than one (1) year in duration.


 


(p)           “New
Purchase Date” shall have the meaning ascribed to it in Section 16(b).


 


(q)           “Offering
Date” means the first day of each Offering Period, as determined in accordance with Section 3.


 


(r)            “Offering
Period” means a period described in Section 3.


 


(s)           “Plan”
has the meaning set forth in Section 1.


 


(t)            “Plan
Administrator” means the Committee, or such other institution selected by the Committee.


 


(u)           “Participant”
means an eligible Employee who has elected to participate in the Plan in accordance with Section 5.


 


(v)           “Purchase
Date” means, unless otherwise determined by the Committee, December 31 of each calendar year or, in the event that the
Common Stock is not traded on such date, the immediately preceding trading date, as applicable.


 


(w)          “Purchase
Price” means, with respect to a given Offering Period, an amount equal to 85% (or such greater percentage as designed by the
Committee) of the Fair Market Value of a Share on (i) the Purchase Date or (ii) the Offering Date, whichever amount is lower;
provided, that the Purchase Price will in no event be less than the par value of a Share.


 


(x)           “Reserves”
shall have the meaning ascribed to it in Section 16(a).


 


(y)          “Rule 16b-3”
means Rule 16b-3 adopted under Section 16 of the Exchange Act.


 


(z)           “Securities
Act” means the United States Securities Act of 1933, as amended, and any successor thereto. References 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 successors thereto.


 


(aa)        “Share”
means a share of Common Stock, as adjusted in accordance with Section 16.


 


(bb)       “Subsidiary”
means a corporation which is a “subsidiary corporation” of the Company within the meaning of Section 424(f) of the
Code.


 






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3.         Offering
Periods. The Plan shall be implemented by a series of consecutive Offering Periods commencing
on January 1 and ending on December 31 of each calendar year, subject to commencement of the initial Offering Period, if any,
on such date and for such duration, if any, as determined by the Committee in its sole discretion. The Committee shall have the authority
to change the duration (subject to a maximum Offering Period of 27 months), frequency, start date, and end dates of any Offering Periods.


 


4.         Eligibility.
Subject to the requirements of Section 5 and the limitations imposed by Section 423(b) of the Code (and unless different
dates are established by the Committee in respect of any Offering Period), a person shall be eligible to participate in an Offering Period
if such person is an Employee as of the date on which an election for participation in the Offering is required pursuant to Section 5(b) below;
provided, however, that the Committee may provide that an Employee shall not be eligible to participate in an Offering Period
if: (i) such Employee is a highly compensated employee within the meaning of Section 423(b)(4)(D) of the Code; (ii) such
Employee has not met a service requirement designated by the Committee pursuant to Section 423(b)(4) (A) of the Code (which
service requirement may not exceed two years); and/or (iii) such Employee is a citizen or resident of a foreign jurisdiction and
the grant of a right to purchase Common Stock under the Plan to such Employee would be prohibited under the laws of such foreign jurisdiction
or the grant of a right to purchase Common Stock under the Plan to such Employee in compliance with the laws of such foreign jurisdiction
would cause the Plan to violate the requirements of Section 423 of the Code, as determined by the Committee in its sole discretion;
provided, further, that any exclusion in clause (i), (ii) or (iii) shall be applied in an identical manner under
each Offering Period to all Employees, in accordance with Treasury Regulation Section 1.423-2(e).


 


5.         Participation.


 


(a)        Participation
in the Plan is completely voluntary. Except as set forth in Section 7(b) below, participation in one or more of the offerings
under the Plan shall neither limit, nor require, participation in any other offering.


 


(b)        An
eligible Employee may become a Participant in respect of an Offering Period by electing to participate in the manner approved by the Committee.
An Employee who elects to participate in an Offering Period shall do so at least ten (10) days prior to the Offering Date, unless
a different time for electing to participate (including following the Offering Date) is set by the Committee.


 


(c)        A
Participant’s election shall indicate either a fixed dollar amount or a percentage of such Participant’s Compensation, in
either case, as may be determined by the Committee, to be contributed during the applicable Offering Period; provided, however,
that a Participant’s election shall be subject to the limitations of Section 7(b).


 


(d)        The
deduction rate selected by a Participation shall remain in effect for subsequent Offering Periods unless the Participant (i) submits
a new election in the manner approved by the Committee, (ii) withdraws from the Plan, or (iii) terminates employment or otherwise
becomes ineligible to participate in the Plan.


 






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6.          Method
of Payment of Contributions.


 


(a)         Payroll
deductions shall be made from a Participant’s Compensation during an Offering Period in an aggregate amount equal to the Participant’s
contribution election for such Offering Period. All payroll deductions made by a Participant shall be credited to his or her notional
account under the Plan. Participant may not make a prepayment or any additional payments into such notional account. Payroll deductions
in respect of any Offering Period shall commence on the Offering Date and shall end on the final day of the final payroll period ending
on or prior to the applicable Purchase Date, unless sooner terminated by the Participant as provided in Section 10.


 


(b)         Participants
on an authorized leave of absence during an Offering Period may continue to participate in such Offering Period; provided, however,
that a Participant on an authorized leave of absence will have contributions suspended during such leave of absence and, absent any other
instruction from such Participant, such contributions will resume upon the next payroll following such Participant’s return from
such leave of absence.


 


(c)         Notwithstanding
the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 7(b) herein, a Participant’s
payroll deductions may be decreased by the Company to zero during any Offering Period.


 


7.          Grant
of Option.


 


(a)         On
each Offering Date, each Participant shall be deemed to have been granted an option to purchase as many Shares (rounded down to the nearest
whole Share) as may be purchased with his or her Contributions during the related Offering Period at the Purchase Price; provided,
however, that such option shall be subject to the limitations set forth in Section 7(b) below and Section 11, and
may be reduced pursuant to Section 6, in each case, if applicable.


 


(b)         Notwithstanding
any contrary provisions of the Plan, each option to purchase Shares under the Plan shall be limited as necessary to prevent any Employee
from (i) immediately after the grant, owning capital stock of the Company and holding outstanding options to purchase capital stock
of the Company possessing, in the aggregate, more than 5% of the total combined voting power or value of all classes of stock of the Company
or of any Subsidiary, including for this purpose any stock attributed to such Employee pursuant to Section 424(d) of the Code,
(ii) acquiring rights to purchase stock under all employee stock purchase plans (as described in Section 423 of the Code or
any other similar arrangements maintained by the Company or any of its Subsidiaries) of the Company and its Subsidiaries which accrue
at a rate that exceeds $25,000 of the Fair Market Value of such stock (determined at the time such option is granted) for each calendar
year in which such option is outstanding and exercisable at any time, or (iii) purchasing, in respect of any Offering Period, more
than the Maximum Number of Shares.


 






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8.          Exercise
of Option; Interest.


 


(a)         Unless
a Participant withdraws from the Plan as provided in Section 10, his or her option for the purchase of Shares will be exercised automatically
on the applicable Purchase Date, and the number of full Shares subject to the option will be purchased at the applicable Purchase Price
with the accumulated Contributions in his or her notional account. No fractional Shares shall be issued. Any amounts accumulated in a
Participant’s notional account that are not used to purchase Shares (other than any amount that is not sufficient to purchase a
full Share, which shall be automatically carried forward to the next Offering Period) shall be refunded to the Participant as soon as
practicable following the Purchase Date. Notwithstanding Section 9 below, the Shares purchased upon exercise of an option hereunder
shall be deemed to be transferred to the Participant as of the Purchase Date. During his or her lifetime, a Participant’s option
to purchase Shares hereunder is exercisable only by him or her.


 


(b)         At
the time an option granted under the Plan is exercised, in whole or in part, or at the time some or all of the Common Stock issued to
a Participant under the Plan is disposed of, the Participant must make adequate provisions for any applicable federal, state, or other
tax withholding obligations, if any, that arise upon the Purchase Date or the disposition of the Common Stock. At any time, the Company
or a Designated Subsidiary may, but will not be obligated to, withhold from the Participant’s compensation the amount necessary
to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or
benefits attributable to the sale or disposition of Common Stock by the Participant earlier than as described in Section 423(a)(1) of
the Code.


 


(c)         No
interest will be paid or allowed on any money paid into the Plan or credited to the notional account of any Participant.


 


9.          Delivery.
As promptly as practicable after each Purchase Date, the number of Shares purchased by each Participant upon exercise of his or her option
shall be deposited into an account established in the Participant’s name with the Plan Administrator. The Committee may determine
that no Share purchased in respect of an offering may be transferred out of such Participant’s account with the Plan Administrator
other than in connection with a “disposition” (as such term is used in Section 423(a)(1) of the Code) of such Share
for the longer of (x) two (2) years following the Offering Date applicable to such Share and (y) one (1) year following
the Purchase Date applicable to such Share.


 


10.        Voluntary
Withdrawal; Termination of Employment.


 


(a)         A
Participant may withdraw all but not less than all the Contributions credited to his or her notional account under the Plan at any time
prior to the applicable Purchase Date by giving written notice to the Plan Administrator in the manner directed by the Company. All of
the Participant’s Contributions credited to his or her notional account with respect to an Offering Period will be paid to him or
her as soon as administratively practicable after receipt of his or her notice of withdrawal, his or her option for the current Offering
Period will be automatically terminated, and no further Contributions for the purchase of Shares may be made by the Participant with respect
to such Offering Period. A Participant’s withdrawal from the Plan during an Offering Period will not have any effect upon his or
her eligibility to participate in a succeeding Offering Period or in any similar plan that may hereafter be adopted by the Company.


 






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(b)          Upon
termination of the Participant’s Continuous Status as an Employee prior to a Purchase Date for any reason, including retirement
or death, the Contributions credited to his or her notional account will be returned to him or her, and his or her option will be automatically
terminated; provided, however, that in the event of the death of a Participant, the Company shall deliver the Contributions
to the executor or administrator of the estate of the Participant or, if no such executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its sole discretion, may deliver such amounts to the spouse or to any one or more dependents
or relatives of the Participant.


 


11.         Shares.


 


(a)          Subject
to adjustment as provided in Section 16, the maximum number of Shares that shall be made available for sale under the Plan shall
be [              ].1 If the Committee determines at any time that, on
a given Purchase Date, the number of Shares with respect to which options are to be exercised may exceed the number of Shares that are
available for sale under the Plan on such Purchase Date, the Company shall make a pro rata allocation of the Shares available for purchase
on such Purchase Date, in as uniform a manner as shall be practicable and as it shall determine to be equitable among all Participants
exercising options to purchase Common Stock on such Purchase Date, and the Committee may, in its sole discretion (x) continue all
Offering Periods then in effect, or (y) terminate any or all Offering Periods then in effect pursuant to Section 17 below.


 


(b)          Shares
to be delivered to a Participant under the Plan will be registered in the name of the Participant.


 


12.         Administration.


 


(a)          Subject
to the express provisions of the Plan, the Committee shall administer the Plan and shall have the sole and plenary power to (i) interpret
and administer, reconcile any inconsistency in, correct any defect in, and supply any omission in the Plan; (ii) 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; and (iii) make any other determination and take any other action that the Committee deems necessary or desirable for
the administration of the Plan, including, without limitation to the foregoing, by changing the duration (subject to a maximum Offering
Period of 27 months), frequency, start date, and end dates of Offering Periods and/or the Purchase Dates. The authority of the Committee
includes, without limitation, the authority to (x) determine procedures for setting or changing payroll deduction percentages, and
obtaining necessary tax withholdings, and (y) adopt amendments to the Plan in accordance with Section 17. All designations,
determinations, interpretations, and other decisions by the Committee (or its delegate) regarding 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 or entities, including, without
limitation, the Company, any affiliate, any Participant, any holder or beneficiary of any option, and any shareholder of the Company.
The expenses of administering the Plan shall be borne by the Company.


 





 



1
NTD: Share Pool to equal 2.5% of the fully diluted number of shares of Common Stock outstanding as of the Effective Date.


 






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(b)         The
Committee may delegate any or all of its authority and obligations under this Plan to such committee or committees (including without
limitation, a committee of the Board) or officer(s) of the Company as they may designate.


 


(c)         Nothing
in the Plan shall be deemed to authorize the Committee 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.


 


(d)         Notwithstanding
any delegation of authority hereunder, the Board may itself take any action permitted under the Plan in its sole discretion at any time,
and any reference in this Plan document to the rights and obligations of the Committee shall be construed to apply equally to the Board.
Any references to the Board mean the Board only.


 


13.        Transferability.
Neither amounts accumulated in a Participant’s notional account nor any rights with regard to the exercise of an option or to receive
Shares under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way (other than by will or by the laws of
descent and distribution, or as provided in Section 10) by the Participant. Any such attempt at assignment, transfer, pledge, or
other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds in accordance with
Section 10.


 


14.        Use
of Funds. All Contributions received or held by the Company under the Plan may be used by the
Company for any corporate purpose, and the Company shall not be obligated to segregate such Contributions.


 


15.        Reports.
Statements of account will be made available to Participants by the Company or the Plan Administrator in the form and manner designated
by the Committee.


 






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16.           Adjustments
Upon Changes in Capitalization; Corporate Transactions.


 


(a)            Subject
to any required action by the stockholders of the Company, (i)  the number of Shares covered by each option under the Plan that has
not yet been exercised, (ii) the number of Shares that have been authorized for issuance under the Plan but that have not yet been
placed under option (collectively, the “Reserves”), (iii) the number of Shares set forth in Section 11 above,
and (iv) the Purchase Price for each then-current Offering Period shall, if applicable, be proportionately adjusted for any increase
or decrease in the number of issued Shares resulting from a stock split, a reverse stock split, a stock dividend, a subdivision, combination,
or reclassification of the Common Stock (including any such change in the number of shares of Common Stock effected in connection with
a change in domicile of the Company), or any other increase or decrease in the number of Shares effected without receipt of consideration
by the Company, or any increase or decrease in the value of a Share resulting from a spinoff or split-up; provided, however,
that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.”
Such adjustment shall be made by the Committee, whose determination in that respect shall be final, binding, and conclusive. Except as
expressly provided above, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an option.


 


(b)            In
the event of a dissolution or liquidation of the Company, any Offering Period then in progress will terminate immediately prior to the
consummation of such action, unless otherwise provided by the Committee. In the event of a Corporate Transaction, each option outstanding
under the Plan shall be assumed or an equivalent option shall be substituted by the successor corporation or a parent or subsidiary of
such successor corporation. If the successor corporation (or its parent or subsidiary) refuses to assume or substitute for outstanding
options, each Offering Period then in progress shall be shortened and a new Purchase Date shall be set by the Committee (the “New
Purchase Date”), as of which New Purchase Date any Offering Period then in progress will terminate. The New Purchase Date shall
be on or before the date of consummation of the Corporate Transaction, and the Company shall notify each Participant in writing, at least
ten (10) days prior to the New Purchase Date, that the Purchase Date for his or her option has been changed to the New Purchase Date
and that his or her option will be exercised automatically on the New Purchase Date, unless prior to such date he or she has withdrawn
from the Offering Period as provided in Section 10. For purposes of this Section 16, an option granted under the Plan shall
be deemed to be assumed, without limitation, if at the time of issuance of the stock or other consideration upon a Corporate Transaction,
each holder of an option under the Plan would be entitled to receive upon exercise of the option the same number and kind of Shares or
the same amount of property or cash, or number of securities (or combination thereof) as such holder would have been entitled to receive
upon the occurrence of the transaction if the holder had been, immediately prior to the transaction, the holder of the number of shares
of Common Stock covered by the option at such time (after giving effect to any adjustments in the number of Shares covered by the option
as provided for in this Section 16); provided, however, that if the consideration received in the transaction is not
solely common stock of the successor corporation or its parent (as defined in Section 424(e) of the Code), the Committee may,
with the consent of the successor corporation, provide for the consideration to be received upon exercise of the option to be solely common
stock of the successor corporation or its parent or subsidiary equal in Fair Market Value to the per-Share consideration received by holders
of Common Stock in the transaction.


 






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(c)          If
the Company consummates the sale or transfer of a Designated Subsidiary, business unit, or division to an unaffiliated person or entity,
or the spin-off of a Designated Subsidiary, business unit, or division to shareholders during an Offering Period, the Contributions credited
to the notional account of each Participant employed by such Designated Subsidiary, business unit, or division, as applicable, as of the
time of such sale, transfer, or spin-off with respect the offering to which such Offering Period relates will be returned to the Participant
without interest, and the Participant’s option will be automatically terminated.


 


(d)          The
existence of the Plan shall not affect or restrict in any way the right or power of the Company, the Board, the Committee, or the shareholders
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 Shares or the rights thereof
or that are convertible into or exchangeable for Common Shares, 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.


 


17.           Amendment
or Termination.


 


(a)            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 shareholder 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 may be listed or
quoted); provided, further, that any such amendment, alteration, suspension, discontinuance, or termination that would materially
and adversely affect the rights of any Participant shall not to that extent be effective without the consent of the affected Participant
unless the Committee determines that such amendment, alteration, suspension, discontinuance, or termination is either required or advisable
in order for the Company or the Plan to satisfy any applicable law or regulation.


 


(b)            Except
as provided in Section 16, no such termination of the Plan may affect options previously granted, provided that the Plan or an Offering
Period may be terminated by the Board on a Purchase Date or by the Board’s setting a new Purchase Date with respect to an Offering
Period then in progress if the Board determines that termination of the Plan and/or the Offering Period is in the best interests of the
Company and the stockholders or if continuation of the Plan and/or the Offering Period would cause the Company to incur adverse accounting
charges as a result of a change after the effective date of the Plan in the generally accepted accounting principles applicable to the
Plan.


 






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(c)           Without
stockholder consent and without regard to whether any Participant rights may be considered to have been adversely affected, the Committee
shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld that may be made
during an Offering Period, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays
or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment
periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant
properly correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures
as the Committee determines in its sole discretion advisable that are consistent with the Plan.


 


18.          No
Rights to Continued Employment. 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.


 


19.          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.


 


20.          Equal
Rights and Privileges. Notwithstanding any provision of the Plan to the contrary and in accordance
with Section 423 of the Code, all eligible Employees who are granted options under the Plan shall have the same rights and privileges.


 


21.          No
Rights as a Shareholder. Except as otherwise specifically provided in the Plan, no person shall
be entitled to the privileges of ownership in respect of Shares that are subject to options hereunder until such Shares have been issued
or delivered to that person.


 


22.          Withholding.
To the extent required by applicable federal, state, or local law, a Participant must make arrangements
satisfactory to the Company for the payment of any withholding or similar tax obligations that arise in connection with the Plan.


 


23.          Notices.
All notices or other communications by a Participant to the Company under or in connection with
the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.


 






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24.         Conditions
Upon Issuance of Shares.


 


(a)           The
Plan and the issuance and delivery of Shares under the Plan are subject to compliance with all applicable U.S. federal, state, local,
and non-U.S. laws, rules, and regulations (including but not limited to state, U.S. federal, and non-U.S. securities law, and margin requirements)
and to such approvals by any listing, regulatory, or governmental authority as may, in the opinion of counsel for the Company, be necessary
or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring
such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem
necessary or desirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan
shall be deemed amended to the extent necessary to conform to such laws, rules, and regulations.


 


(b)           Notwithstanding
any terms or conditions of the Plan 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 pursuant to the Plan 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 to be offered or sold
under the Plan. The Committee shall have the authority to provide that all Shares delivered under the Plan shall be subject to such stop-transfer
orders and other restrictions as the Committee may deem advisable under the Plan, U.S. federal securities laws, or the rules, regulations,
and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation service upon which
such Shares are then listed or quoted and any other applicable federal, state, local or non-U.S. laws, rules, regulations, and other requirements,
and the Committee may cause a legend or legends to be put on any such certificates of Common Stock delivered under the Plan to make appropriate
reference to such restrictions or may cause such Common Stock delivered under the Plan in book-entry form to be held subject to the Company’s
instructions or subject to appropriate stop-transfer orders.


 


25.          Term
of Plan; Effective Date. The Plan was adopted by the Board on [       ], 2021, and approved by the
Company’s stockholders [         ], 2021. The Plan shall be effective on [            ], 2021 (the “Effective Date”), and shall
continue in force and effect until terminated under Section 17. Unless sooner terminated by the Board, the Plan shall terminate upon
the ten (10) year anniversary of the Effective Date.


 


26.          Additional
Restrictions of Rule 16b-3. The terms and conditions of options granted hereunder to, and
the purchase of Shares by, persons subject to Section 16 of the Exchange Act shall comply with the applicable provisions of Rule 16b-3.
This Plan shall be deemed to contain, and such options shall contain, and the Shares issued upon exercise thereof shall be subject to,
such additional conditions and restrictions as may be required by Rule 16b-3 to qualify for the maximum exemption from Section 16
of the Exchange Act with respect to Plan transactions.


 






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27.            Indemnification.
No member of the Board or the Committee, nor any employee or agent of the Company exercising authority delegated by the Board or the Committee
hereunder (each such person, an “Indemnifiable Person”), shall be liable for any action taken or omitted to be taken
or any determination made in the administration of the Plan (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 or witness or otherwise by reason of any
action taken or omitted to be taken or determination made under the Plan 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.


 


28.            Nonexclusivity
of the Plan. Neither the adoption of the Plan by the Board nor the submission of the Plan to
the shareholders 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.


 






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29.           No
Trust or Fund Created. The Plan shall not 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 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. Participants shall have no rights under the Plan other than as unsecured
general creditors of the Company.


 


30.           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.


 


31.           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.


 


32.           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.


 


33.           Severability.
If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person
or entity, or would disqualify the Plan 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, such provision shall be construed or deemed stricken as to such jurisdiction, person, or entity,
and the remainder of the Plan shall remain in full force and effect.


 


34.           Titles
and Headings. 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.


 


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