EX-10.2





 Exhibit 10.2 
  





 
 2021 Stock Option Plan 
  

	1.	 Purposes of the Plan 



The purposes of this 2021 Stock Option Plan (the “Plan”) are to promote the long-term success of
Teads B.V. (to be converted into and renamed, Teads N.V., the “Company”), and its direct and indirect Subsidiaries (collectively, the “Group”), to further the best interests of the Company, its
business and its stakeholders by providing Eligible Individuals with incentives to contribute to the long-term growth and profitability of the Group and to enhance the Group’s ability to attract, retain and motivate Eligible Individuals who
make or are expected to make important contributions to the Group. 
 The Plan was approved by the Board and adopted by the
general meeting of the Company. The Plan shall become effective on the Effective Date. 
  

	2.	 Definitions and Rules of Construction 



(a) Definitions. For purposes of the Plan, the following capitalized words shall have the meanings set forth below: 

“Articles of Association” means the articles of association of the Company, as amended
from time to time. 
 “Award” means an Option or Other Award granted pursuant to the
Plan. 
 “Award Document” means an agreement, certificate or other type or form of
document or documentation approved by the Competent Body that sets forth the terms and conditions of an Award. An Award Document may be in written, electronic or other media. 

“Beneficial Owner” and “Beneficially Owned” have the meaning
set forth in Rule 13d-3 under the Exchange Act. 

“Board” means the Board of Directors of the Company, as constituted from time to time.

 “Cause” means: 

(i) If the Participant is a party to an employment or services agreement with the Company or a Subsidiary and
such agreement provides for a definition of Cause, the definition contained therein; 












 (ii) If no such agreement exists, or if such agreement does
not define Cause: 
 (1) the Participant’s substantial failure to perform his or her primary duties as
an employee or service provider of the Company or its Subsidiaries; 
 (2) the Participant’s
performance of any act or failure to perform any act that is materially injurious or to the detriment of the Company or its Subsidiaries; 

(3) the Participant’s intentional misconduct or a breach of any material policy of the Company or its
Subsidiaries relating to its or their business, customers, vendors or employees; 
 (4) the
Participant’s commission of, admission to, conviction of, or entering a plea of nolo contendere to, any felony or crime involving moral turpitude, or the commission of any other act involving dishonesty, conflict of interest, breach of
trust or physical or emotional harm to any person or property; 
 (5) the Participant’s
misappropriation of funds or fraud with respect to the Company or its Subsidiaries or any person with which the Company or its Subsidiaries does business; or 

(6) the Participant’s performance of any act or omission that would qualify as “cause” or
“urgent cause” under the laws of the jurisdiction governing the Participant’s employment or service relationship. 

Whether or not an event giving rise to “Cause” occurs will be determined by the Competent Body in its good faith and
reasonable judgment. 
 “Change in Control” means: 

(i) the following individuals cease, for any reason, to constitute a majority of the number of Directors then
serving: individuals who, on the Effective Date, constitute the Board and any new Director (other than a Director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a
consent solicitation, relating to the election of Directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least a majority of the
Directors then still in office who either were Directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended; or 

  
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 (ii) a bona fide negotiated transaction to: 

(1) transfer, sell or otherwise dispose of all or substantially all of the assets of the Company and its
subsidiaries on a consolidated basis provided, however, that with respect to this clause (1), any such transfer, sale or disposition whereby the shareholders of the Company immediately prior to such transaction constitute holders of a
majority of the voting power of all classes of shares of the surviving entity immediately after such transaction shall not constitute a Change in Control for purposes of this Plan; 

(2) sell shares of the Company to a third-party purchaser constituting all or substantially all classes of the
then issued and outstanding shares of the Company, in a single transaction or series of related transactions (including, a tender offer); or 

(3) cause the Company to engage in a merger, consolidation, recapitalization, reorganization, liquidation or
dissolution; provided, however, that with respect to this clause (3), any merger, consolidation, recapitalization or reorganization of the Company whereby the shareholders of the Company immediately prior to such transaction constitute
holders of a majority of the voting power of all classes of shares of the surviving entity immediately after such transaction shall not constitute a Change in Control for purposes of this Plan. 

Notwithstanding the foregoing, with respect to an Award that is subject to Section 409A and for which payment or
settlement of the Award will accelerate upon a Change in Control, no event set forth herein will constitute a Change in Control for purposes of the Plan or any Award Document unless such event also constitutes a “change in ownership,”
“change in effective control” or “change in the ownership of a substantial portion of the Company’s assets” as defined under Section 409A. 

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time,
including any regulations or authoritative guidance promulgated thereunder and successor provisions thereto. 

“Committee” means the Board, or any committee appointed from time to time by the Board
to administer the Plan, including the compensation committee of the Board, or any successor committee thereto. For purposes of the Plan, reference to the Committee shall be deemed to refer to any subcommittee, subcommittees or other persons or
groups of persons to whom the Competent Body delegates authority pursuant to Section 3(e). 

  
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 “Competent Body” means (i) with
respect to Awards made to Participants other than Directors, the Board; (ii) with respect to Awards made to Directors, the general meeting of the Company on the proposal of the Board and based on a recommendation of the compensation committee
of the Board; or (iii) the delegate of the Board or the general meeting of the Company, which may be a committee of the Board, including the compensation committee, or one or more other persons. 

“Director” means any individual who is a member of the Board. 

“Disability” means (i) for Participants covered by the long term disability plan
of the Company or a Subsidiary, disability as defined in such plan and (ii) for all other Participants, a physical or mental condition of the Participant resulting from bodily injury, disease or mental disorder which renders the Participant
incapable of continuing the usual or customary duties of the Participant’s position with the Group for a period of not less than 6 consecutive months. 

Subject to applicable local laws in the jurisdiction in which the Participant resides, the disability of the
Participant shall be determined by the Competent Body in good faith after reasonable medical inquiry, including consultation with a licensed physician as chosen by the Competent Body, and a fair evaluation of the Participant’s ability to
perform the Participant’s duties. Notwithstanding the previous two sentences, with respect to an Award that is subject to Section 409A where the payment or settlement of the Award will accelerate upon termination of employment as a result
of the Participant’s Disability, no such termination will constitute a Disability for purposes of the Plan or any Award Document unless such event also constitutes a “disability” as defined under Section 409A. 

“Effective Date” means the date of the filing of the notice of effectiveness of the
Company’s Form F-1 registration statement by the Securities and Exchange Commission. 

“Eligible Individuals” means the individuals described in Section 4(a) who are
eligible for Awards under the Plan. 
 “Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder, as amended from time to time. 

“Fair Market Value” with respect to a Share, means, unless the Competent Body in its
discretion approves an alternative valuation methodology: 
 (i) the closing price of a Share on the NASDAQ
at the conclusion of regular trading hours on the relevant date of determination, as reported by the NASDAQ (or, if not so reported, as reported by a successor reporting service selected by the Company, or if not reported by any successor service,
as reported on any domestic stock exchanges on which Shares are then listed); 

  
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 (ii) if Shares are not listed on any domestic stock
exchange, the closing price of a Share as reported in the domestic over-the-counter market on such date or the last previous date reported (or, if not so reported, by
the system then regarded as the most reliable source of such quotations) or, if there are no reported sales on such date, the mean of the closing bid and asked prices as so reported; 

(iii) if Shares are listed on a domestic exchange or quoted in the domestic over-the-counter market, but there are not reported sales or quotations, as the case may be, on the given date, the value determined pursuant to (i) or (ii) above using the reported closing prices or
quotations on the last previous date on which so reported; or 
 (iv) if none of the foregoing clauses
applies, the fair market value of a Share as determined in good faith by the Competent Body. 

“Incentive Stock Option” means an Option that is intended to comply with the
requirements of Section 422 of the Code or any successor provision thereto. 

“NASDAQ” means the National Association of Securities Dealers Automated Quotations
Global Select Market. 
 “Non-Executive
Director” means a non-executive member of the Board who is not an officer or employee of the Company or any of its Subsidiaries. 

“Nonqualified Stock Option” means an Option that is not intended to comply with the
requirements of Section 422 of the Code or any successor provision thereto. 

“Option” means an Incentive Stock Option or a Nonqualified Stock Option granted
pursuant to Section 8. 
 “Other Award” means any form of Award (other than an
Option) granted pursuant to Section 9. 
 “Participant” means an Eligible
Individual who has been granted an Award under the Plan and has accepted such Award. 

“Performance Criteria” means a goal or goals established by the Competent Body and
measured over a Performance Period. The Competent Body may establish Performance Targets based on any Performance Criteria it deems appropriate. The Performance Criteria shall be subject to adjustment by the Competent Body to remove the effect of
charges for restructurings, discontinued operations and all items of gain, loss or expense determined to be unusual in nature or infrequent in occurrence, related to the disposal of a segment or a business, or related to a change in accounting
principle or otherwise. 

  
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 “Performance Period” means the
period established by the Competent Body and set forth in the applicable Award Document over which Performance Targets are measured. 

“Performance Target” means the goals selected by the Competent Body, in its discretion,
from among the Performance Criteria, and set forth in the applicable Award Document. Performance Targets shall be based upon one or more Performance Criteria. 

“Person” means any person, entity or “group” within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, 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 Subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially
the same proportions as their ownership of shares of the Company, or (v) a person or group as used in Rule 13d-1(b) under the Exchange Act. 

“Plan Limit” means the maximum aggregate number of Shares that may be issued for all
purposes under the Plan as set forth in Section 5(a). 

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

 “Share” means a Class A common share of the Company, par value €0.01 per
share, or such other class of shares or other securities of the Company as may be applicable under Section 11, and as may be adjusted pursuant to Section 11(b). 

“Subsidiary” means (i) a legal person in which the Company or one or more of its
subsidiaries, pursuant to an agreement with other legal persons entitled to vote or otherwise, can exercise, solely or jointly, more than one half of the voting rights at a general meeting or (ii) a legal person of which the Company or one or
more of its subsidiaries is a member or shareholder and, pursuant to an agreement with other legal persons entitled to vote or otherwise, can appoint or dismiss, solely or jointly, more than one half of the directors, officers or supervisory board
members, if all persons entitled to vote were to cast their vote. For purposes of determining eligibility for the grant of Incentive Stock Options under the Plan, the term “Subsidiary” shall be defined in the manner required by
Section 424(f) of the Code. 
 “Substitute Award” means any Award granted upon
assumption of, or in substitution or exchange for, outstanding employee or director equity awards previously granted by a company or other entity acquired by the Company or with which the Company combines in connection with a corporate transaction
pursuant to the terms of an equity compensation plan that was approved by the shareholders of such company or other entity. 

  
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 “Target Amount” means the target
number of Shares, target number of Options or Other Award rights, or target cash value established by the Competent Body and set forth in the applicable Award Document. 

(b) Rules of Construction. The masculine pronoun shall be deemed to include the feminine pronoun, and the singular form
of a word shall be deemed to include the plural form, unless the context requires otherwise. Unless the text indicates otherwise, references to sections are to sections of the Plan. 

 

	3.	 Administration 



(a) Competent Body. The Plan shall be administered by the Competent Body, which, in addition to the other express powers
conferred on the Competent Body by the Plan, shall have full power and authority, subject to applicable laws and the express provisions hereof, to: 

(i) select the Participants from the Eligible Individuals; 

(ii) grant Awards in accordance with the Plan; 

(iii) determine the number of Shares subject to each Award or the cash amount payable in connection with an
Award; 
 (iv) determine the terms and conditions of each Award, including, without limitation, those related
to term, permissible methods of exercise, vesting, cancellation, forfeiture, payment, settlement, exercisability, Performance Periods, Performance Targets, and the effect or occurrence, if any, of a Participant’s termination of employment,
separation from service or leave of absence with the Company or any of its Subsidiaries or, subject to Section 7, a Change in Control of the Company; 

(v) subject to Sections 13 and 14(f), amend the terms and conditions of an Award after the granting
thereof; 
 (vi) specify and approve the provisions of the Award Documents delivered to Participants in
connection with their Awards (which may vary among Participants); 
 (vii) make factual determinations in
connection with the administration or interpretation of the Plan; 

  
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 (viii) adopt, prescribe, establish, amend, waive and rescind
administrative regulations, rules and procedures relating to the Plan; 
 (ix) employ such legal counsel,
independent auditors and consultants as it deems desirable for the administration of the Plan and to rely upon any advice, opinion or computation received therefrom; 

(x) vary the terms of Awards to take into account tax and securities laws (or changes thereto) and other
regulatory requirements or to procure favorable tax treatment for Participants; 
 (xi) correct any defects,
supply any omission or reconcile any inconsistency in any Award Document or the Plan; 
 (xii) suspend the
right to exercise during any blackout period, and extend the period of exercise by an equal period of time; and 

(xiii) make all other determinations and take any other action desirable or necessary to interpret, construe
or implement properly the provisions of the Plan or any Award Document. 
 (b) Plan Construction and
Interpretation. The Competent Body shall have full power and authority, subject to the express provisions hereof, to construe and interpret the Plan and any Award Document delivered under the Plan. 

(c) Prohibited Actions. Notwithstanding the authority granted to the Competent Body pursuant to Section 3(a), the
Competent Body, with respect to Awards granted to Participants other than Directors, shall not have the authority, without obtaining approval of the general meeting of the Company, to (i) reprice or cancel Options in violation of
Section 8(e), (ii) amend Section 5 to increase the Plan Limit or any of the other limits listed therein; provided, however, that approval of the general meeting of the Company shall not be required to increase the limits
listed in Section 5(c) or (iii) grant Options with an exercise price that is in violation of Section 8(a). 

(d) Determinations of Competent Body Final and Binding. All determinations by the Competent Body in carrying out and
administering the Plan and in construing and interpreting the Plan shall be made in the Competent Body’s sole discretion and shall be final, binding and conclusive for all purposes and upon all persons interested herein. 

(e) Delegation of Authority. To the extent not prohibited by applicable laws, rules and regulations, the Competent Body
may, from time to time, delegate some or all of its authority under the Plan to the Committee or a subcommittee or subcommittees thereof or other persons or groups of persons as it deems necessary, appropriate or advisable under such conditions or
limitations as it may set at the time of such delegation or thereafter. 

  
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 Notwithstanding the foregoing, no Person to whom authority has been delegated pursuant to
this Section 3(e) shall make any Award to himself or herself or to any other Person to whom authority to make Awards has been so delegated. 

(f) Liability of Competent Body and its Delegates. Subject to applicable laws, rules and regulations: (i) no
member of the Competent Body (or its delegates pursuant to Section 3(e)) shall be liable for any good faith action, omission or determination made in connection with the operation, administration or interpretation of the Plan and (ii) the
members of the Competent Body (and its delegates) shall be entitled to indemnification and reimbursement in accordance with applicable law in the manner provided in the Company’s by-laws and any
indemnification agreements as they may be amended from time to time. In the performance of its responsibilities with respect to the Plan, the Competent Body shall be entitled to rely upon information and/or advice furnished by the Company’s
officers or employees, the Company’s accountants, the Company’s counsel and any other party the Competent Body deems necessary, and no member of the Competent Body shall be liable for any action taken or not taken in reliance upon any such
information and/or advice.  
 (g) Recharge of costs. The Competent Body shall ensure that all expenses
incurred by the Company in connection with Awards granted to officers, Directors, employees and consultants in connection with work performed for a Subsidiary shall be recharged to the relevant Subsidiary in a recognizable and identifiable manner.

  

	4.	 Eligibility 



(a) Eligible Individuals. Awards may be granted to officers, employees, Directors and consultants of the Company or any
of its Subsidiaries. The Competent Body shall have the authority to select the persons to whom Awards may be granted and to determine the type, number and terms of Awards to be granted to each such Participant. 

(b) Grants to Participants. The Competent Body shall not have an obligation to grant any Eligible Individual an Award
or to designate an Eligible Individual as a Participant solely by reason of such Eligible Individual having received a prior Award or having been previously designated as a Participant. The Competent Body may grant more than one Award to a
Participant and may designate an Eligible Individual as a Participant for overlapping periods of time. 
  

	5.	 Shares Subject to the Plan 



(a) Plan Limit. Subject to adjustment in accordance with Section 11, the maximum aggregate number of Shares that
may be issued for all purposes under the Plan shall be equal to 28,678,138 Shares. Shares issued pursuant to Awards under the Plan may be either authorized and unissued Shares or Shares held by the Company in its treasury, or a combination thereof.
All of the Shares subject to the Plan Limit may be issued as Incentive Stock Options. To the extent required by applicable law or the NASDAQ or other regulatory requirements, Options, Awards and Shares may only be issued under the Plan if authorized
pursuant to the Articles of Association, a resolution of the general meeting of the Company (or, if authorized to do so by the Articles of Association or a general meeting of the Company, by the Board). 

  
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 (b) Rules Applicable to Determining Shares Available for Issuance.
The number of Shares remaining available for issuance shall be reduced by the number of Shares subject to outstanding Awards and, for Awards that are not denominated by Shares, by the number of Shares actually delivered upon settlement or payment of
the Award. For purposes of determining the number of Shares that remain available for issuance under the Plan, the number of Shares corresponding to Awards under the Plan that are forfeited or cancelled or otherwise expire for any reason without
having been exercised or settled or that are settled through the issuance of consideration other than Shares (including, without limitation, cash) shall be added back to the Plan Limit and again be available for the grant of Awards. In addition,
(i) the number of Shares that are tendered by a Participant or withheld by the Company to pay the exercise price of an Award or to satisfy the Participant’s tax withholding obligations in connection with the vesting, exercise or settlement
of an Award and (ii) shares subject to an Option but not issued or delivered as a result of the net settlement of such Option shall be added back to the Plan Limit and again be available for the grant of Awards. 

(c) Individual Limits. Subject to adjustment under Section 11, special limits shall apply to Shares available for
Awards under the Plan to Eligible Individuals other than Non-Executive Directors (to whom the limit set forth in Section 5(d) shall apply). Specifically, no Participant may be granted under the Plan in
any fiscal year Awards covering more than 10,000,000 Shares. 
 (d) Non-Executive
Director Limit. Subject to adjustment under Section 11, no Non-Executive Director shall receive regular annual Awards for any fiscal year having a grant date fair value, determined using assumptions
and methods that are consistent in all material respects with the assumptions used to disclose such grants in the Company’s proxy statement for the year to which such grants relate, that exceeds $500,000 or any special or one-time Award upon election or appointment to the Board having a grant date fair value, determined as described above, that exceeds $1,000,000, provided, however, that no Non-Executive Director shall receive Awards for any fiscal year having a grant date fair value that exceeds $1,000,000 in the aggregate. 

(e) Substitute Awards. To the extent not prohibited by applicable laws, rules and regulations, any Shares underlying
Substitute Awards shall not be counted against the number of Shares remaining for issuance and shall not be subject to Sections 5(c) or (d). 

  
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	6.	 Awards in General 



(a) Types of Awards. Awards under the Plan may consist of Options or Other Awards. Any Award described in
Sections 8 and 9 may be granted singly or in combination or tandem with any other Award, as the Competent Body may determine. Subject to Section 6(g), Awards under the Plan may be made in combination with, in replacement of, or as
alternatives to Awards or rights under any other compensation or benefit plan of the Company, including the plan of any acquired entity. 

(b) Vesting and Exercise. The Competent Body shall set the vesting criteria applicable to an Award, which, depending on
the extent to which the criteria are met, will determine the extent to which the Award becomes exercisable or the number of Shares or the amount of cash that will be distributed or paid out to the Participant with respect to the Award. The Competent
Body may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment or provision of services), or any other basis determined by the Competent Body in its
discretion. 
 (c) Terms Set Forth in Award Documents. The terms and conditions of each Award shall be set forth in
an Award Document in a form approved by the Committee for such Award, which Award Document shall contain terms and conditions not inconsistent with the Plan and the resolution of the Competent Body granting the Award. Notwithstanding the foregoing,
and subject to applicable laws, rules and regulations, the Competent Body may at any time following the grant (i) accelerate the vesting, exercisability, lapse of restrictions, settlement or payment of any Award, (ii) eliminate the
restrictions and conditions applicable to an Award or (iii) extend the post-termination exercise period of an outstanding Award (subject to the limitations of Section 409A). The terms of Awards may
vary among Participants, and the Plan does not impose upon the Competent Body any requirement to make Awards subject to uniform terms. Accordingly, the terms of individual Award Documents may vary. 

(d) Termination of Employment. Except as otherwise set forth in an applicable Award Document, upon expiration,
resignation, or termination of employment or provision of services of the Participant for any reason, the unvested portion of an Award will automatically be forfeited. The Competent Body shall specify at or after the time of grant of an Award the
provisions governing the disposition of an Award in the event of a Participant’s termination of employment (including by reason of retirement) with the Company or any of its Subsidiaries or the Participant’s death or Disability. Subject to
applicable laws, rules and regulations, in connection with a Participant’s termination of employment or service, the Competent Body shall have the discretion to accelerate the vesting, exercisability or settlement of, eliminate the restrictions
or conditions applicable to, or extend the post-termination exercise period of an outstanding Award (subject to the limitations of Section 409A). Such provisions may be specified in the applicable Award Document or determined at a subsequent
time. 

  
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 (e) Dividends and Dividend Equivalents. The Competent Body may
provide Participants with the right to receive dividends or payments equivalent to dividends or interest with respect to an outstanding Award, which payments can either be paid currently or deemed to have been reinvested in Shares, and can be made
in Shares, cash or a combination thereof, as the Competent Body shall determine; provided, however, that (i) no payments of dividends or dividend equivalents may be made unless and until the related Award is earned and vested and
(ii) the terms of any reinvestment of dividends must comply with all applicable laws, rules and regulations, including, without limitation, Section 409A. Any such entitlement to receive dividends or payments equivalent to dividends or
interest shall be specified in the Award Document. Notwithstanding the foregoing, no dividends or dividend equivalents shall be paid with respect to Options. 

(f) Rights of a Shareholder. A Participant shall have no rights as a shareholder with respect to Shares covered by an
Award until the date the Participant or his nominee becomes the holder of record of such Shares. No adjustment shall be made for dividends or other rights for which the record date is prior to such date, except as provided in Section 11. 

(g) Performance-Based Awards. The Competent Body may establish
Performance Targets and goals based on any Performance Criteria it deems appropriate. Performance Targets and Performance Criteria will be specified in the Award Document. 

(1) To the extent applicable, the Performance Targets shall be determined in accordance with generally accepted
accounting principles (subject to adjustments and modifications for specified types of events or circumstances approved by the Competent Body in advance) consistently applied on a business unit, divisional, Subsidiary or consolidated basis or any
combination thereof. 
 (2) The Performance Targets may be described in terms of objectives that are related
to the individual Participant or objectives that are Company-wide or related to a Subsidiary, business unit, or region and may be measured on an absolute or cumulative basis or on the basis of percentage of
improvement over time, and may be measured in terms of Company performance (or performance of the applicable Subsidiary, business unit, or region) or measured relative to selected peer companies or a market index. 

(3) The Participants will be designated, and the applicable Performance Targets will be established, by the
Competent Body. Any payment of an Award granted with Performance Targets shall be conditioned on the written certification of the Competent Body in each case that the Performance Targets and any other material conditions were satisfied. 

  
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	7.	 Change in Control 



In the event of a Change in Control, the Competent Body, in its sole discretion, may take such actions, if any, as it deems
necessary or desirable with respect to any Award that is outstanding. Such actions may include, without limitation: (i) the acceleration of the vesting, settlement and/or exercisability of an Award; (ii) the payment of a cash amount in
exchange for the cancellation of an Award; (iii) the cancellation of Options without the payment of consideration therefor if the exercise price of such Options equals or exceeds the price paid for a Share in connection with the Change in
Control; (iv) the cancellation of any unvested awards without the payment of consideration therefor and/or (v) the issuance of substitute Awards that substantially preserve the value, rights and benefits of any affected Awards. 

 

	8.	 Terms and Conditions of Options 



(a) General. The Competent Body, in its discretion, may grant Options to Eligible Individuals and shall determine
whether such Options shall be Incentive Stock Options or Nonqualified Stock Options. Each Option shall be evidenced by an Award Document that shall expressly identify the Option as an Incentive Stock Option or Nonqualified Stock Option and be in
such form and contain such provisions as the Competent Body shall from time to time deem appropriate, and must include the exercise price per Share of an Option, which shall not be less than 100% of the Fair Market Value of a Share on the date of
grant to the extent required by Section 409A or other applicable law. 
 (b) Term of Options. An Option shall be
effective for such term as shall be determined by the Competent Body and as set forth in the Award Document relating to such Award. The Competent Body may extend the term of an Option after the time of grant; provided, however, that
the term of an Option may in no event extend beyond the 10th anniversary of the date of grant of such Award. 

(c) Payment of Exercise Price. Subject to the provisions of the applicable Award Document and Company policy in effect
from time to time, the exercise price of an Option may be paid: (i) in cash or cash equivalents; (ii) by actual delivery or attestation to ownership of freely transferable Shares already owned by the person exercising the Option;
(iii) by a combination of cash and Shares equal in value to the exercise price; (iv) through net share settlement or similar procedure involving the withholding of Shares subject to the Option with a value equal to the exercise price; or
(v) by such other means as the Competent Body may authorize. In accordance with the rules and procedures authorized by the Competent Body for this purpose, the Option may also be exercised through a “cashless exercise” procedure
authorized by the Competent Body from time to time that permits Participants to exercise Options by delivering irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the exercise
price and the amount of any required tax or other withholding obligations or such other procedures determined by the Company from time to time. The Competent Body may provide that
in-the-money Options will be exercised automatically, with no action required on the part of a Participant, using a net share settlement or similar procedure immediately
(or shortly) before their scheduled expiration date where Participants are precluded from using other methods of exercise due to legal restrictions or Company policy (including policies on trading in Shares). 

  
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 (d) Incentive Stock Options. The exercise price per Share of an
Incentive Stock Option shall be fixed by the Competent Body at the time of grant or shall be determined by a method specified by the Competent Body at the time of grant, but in no event shall the exercise price of an Option be less than the minimum
exercise price specified in Section 8(a). No Incentive Stock Option may be issued to any individual who, at the time the Incentive Stock Option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of
stock of the Company or any of its Subsidiaries, unless (i) the exercise price determined as of the date of grant is at least 110% of the Fair Market Value on the date of grant of the Shares subject to such Incentive Stock Option and
(ii) the Incentive Stock Option is not exercisable more than five (5) years from the date of grant thereof. No Participant shall be granted any Incentive Stock Option that would result in such Participant receiving a grant of Incentive
Stock Options that would have an aggregate Fair Market Value in excess of $100,000, determined as of the time of grant, that would be exercisable for the first time by such Participant during any fiscal year. Any grants in excess of this limit shall
be treated as Nonqualified Stock Options. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, as amended from time to
time. 
 (e) No Repricing of Options. Except for adjustments pursuant to Section 11, the per Share exercise
price of any Option may not be decreased after the grant of the Award, and an Option whose per share exercise price is greater than the Fair Market Value of a Share on the relevant date of determination may not be surrendered as consideration in
exchange for cash (for the sake of clarity, including cash buyouts), the grant of a new Option with a lower exercise price per Share or the grant of a share award, without approval of the general meeting of the Company. 

 

	9.	 Other Awards 



The Competent Body shall have the authority to establish the terms and provisions of other forms of Awards, including
restricted shares, restricted share units, stock appreciation rights, performance shares, or performance share units (such terms and provisions to be specified in the applicable Award Document) not described above that the Competent Body determines
to be consistent with the purpose of the Plan and the interests of the Company, which Awards may provide for: (i) payments in the form of cash, Shares, notes or other property as the Competent Body may determine based in whole or in part on the
value or future value of Shares or on any amount that the Company pays as dividends or otherwise distributes with respect to Shares; (ii) the acquisition or future acquisition of Shares; (iii) cash, Shares, notes or other property as the
Competent Body may determine 

  
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(including payment of dividend equivalents in cash or Shares) based on one or more criteria determined by the Competent Body unrelated to the value of Shares; or (iv) any combination of the
foregoing. Awards pursuant to this Section 9 may, among other things, be made subject to restrictions on transfer, vesting requirements or cancellation under specified circumstances. 

 

	10.	 Certain Restrictions 



(a) Transfers. A Participant’s rights and interests under the Plan, including any Award previously made to such
Participant or any amounts payable under the Plan may not be assigned, pledged, or transferred, except, in the event of the Participant’s death, to a designated beneficiary in accordance with the Plan, or in the absence of such designation, by
will or the laws of descent or distribution or, except in the case of an Incentive Stock Option, pursuant to a domestic relations order, as the case may be; provided, however, that the Competent Body may, subject to applicable laws,
rules and regulations and such terms and conditions as it shall specify, permit the transfer of an Award, other than an Incentive Stock Option, for no consideration to a permitted transferee. 

(b) Award Exercisable Only by Participant. During the lifetime of a Participant, an Award shall be exercisable only by
the Participant or by a permitted transferee to whom such Award has been transferred in accordance with Section 10(a) above. The grant of an Award shall impose no obligation on a Participant to exercise or settle the Award. 

(c) Section 83(b) Election. If a Participant makes an election under Section 83(b) of the Code to be taxed with
respect to any Award as of the date of transfer of the Award rather than as of the date or dates upon which the Participant would otherwise be taxable under Section 83 of the Code, the Participant shall be required to deliver a copy of such
election to the Company promptly after filing such election with the Internal Revenue Service. 
  

	11.	 Recapitalization or Reorganization 



(a) Authority of the Company and Shareholders. The existence of the Plan, the Award Documents and the Awards granted
hereunder shall not affect or restrict in any way the right or power of the Company or the general meeting of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure
or business, any merger or consolidation of the Company, any issue of shares or of options, warrants or rights to purchase shares or bonds, debentures, preferred or prior preference shares whose rights are superior to or affect the Shares or the
rights thereof or which are convertible into or exchangeable for Shares, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise. 
 (b) Change in Capitalization. Notwithstanding any provision of the Plan or any
Award Document, the number and kind of Shares authorized for issuance under Section 5, including the maximum number of Shares available under the special limits provided for in Sections 5(c) and 5(d), shall be equitably adjusted by the
Competent Body in the event of a stock split, reverse stock split, stock dividend, recapitalization, reorganization, partial or complete liquidation, reclassification, merger, consolidation, separation, extraordinary stock or cash dividend, split-up, spin-off, combination, exchange of Shares, warrants or rights offering to purchase Shares at a price substantially below Fair Market Value, or any other corporate
event or distribution of shares or property of the Company affecting the Shares in order to materially preserve, but not increase, the benefits or potential benefits intended to be made available under the Plan. In addition, upon the occurrence of
any of the foregoing events, the number and kind of Shares subject to any outstanding Award and the exercise price per Share (or the grant price per Share, as the case may be), if any, under any outstanding Award shall be equitably adjusted in the
manner deemed necessary by the Competent Body (including by payment of cash to a Participant) in order to materially preserve, but not increase, the benefits or potential benefits intended to be made available to Participants. Any such
determinations made by the Competent Body may be made on an Award-by-Award basis. Unless otherwise determined by the Competent Body, such adjusted Awards shall be
subject to the same restrictions and vesting or settlement schedule to which the underlying Award is subject (subject to the limitations of Section 409A). 

  
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	12.	 Term of the Plan 



Unless earlier terminated pursuant to Section 13, the Plan shall terminate on the 10th anniversary of the Effective Date, except with respect to Awards then outstanding. No Awards may be granted under the Plan after the 10th
anniversary of the Effective Date. 
  

	13.	 Amendment and Termination 



If the closing of the Company’s initial public offering does not occur, the Plan shall automatically terminate and any
Award granted hereunder shall be cancelled for no consideration without any further action from the Competent Body. Subject to applicable laws, rules and regulations, the Board may at any time terminate or, from time to time, amend, modify or
suspend the Plan; provided, however, that no termination, amendment, modification or suspension (i) will be effective without the approval of the general meeting of the Company if such approval is required under applicable laws,
rules and regulations, including the rules of the NASDAQ and such other securities exchanges, if any, as may be designated by the Board from time to time, and (ii) shall materially and adversely alter or impair the rights of a Participant in
any Award previously made under the Plan without the consent of the holder thereof. Notwithstanding the foregoing, the Competent Body shall have broad authority to amend the Plan or any Award under the Plan without the consent of a Participant to
the extent it deems necessary or desirable, including to comply with, or take into account changes in, or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and regulations,
including without limitation, to avoid, in the reasonable, good faith judgment of the Company, the imposition on any Participant of any tax, interest or penalty under Section 409A, or to take into account unusual or nonrecurring events or
market conditions (including, without limitation, the events described in Section 11(b)). 

  
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	14.	 Miscellaneous 



(a) Compliance with Legal Requirements. The Plan and the granting of Awards shall be subject to all applicable federal
and state laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required. 

(b) Tax Withholding. The Company or one of its Subsidiaries, as appropriate, may require any individual entitled to
receive a payment of an Award to remit to the Company, prior to payment, an amount sufficient to satisfy any applicable tax required or permitted to be withheld (up to the maximum statutory tax rate in the relevant jurisdiction). In the case of an
Award payable in Shares, the Company or one of its Subsidiaries, as appropriate, may permit or require a Participant to satisfy, in whole or in part, such obligation to remit taxes by directing the Company to withhold shares that would otherwise be
received by such individual or to repurchase shares that were issued to the Participant to satisfy the minimum statutory withholding rates for any applicable tax withholding purposes, in accordance with all applicable laws and pursuant to such rules
as the Competent Body may establish from time to time. The Company or one of its Subsidiaries, as appropriate, shall also have the right to deduct from all cash payments made to a Participant (whether or not such payment is made in connection with
an Award) any applicable taxes required or permitted to be withheld (up to the maximum statutory tax rate in the relevant jurisdiction) with respect to such payments. 

(c) No Right to Awards or Employment. No person shall have any claim or right to receive Awards under the Plan. Neither
the Plan, the grant of Awards under the Plan nor any action taken or omitted to be taken under the Plan shall be deemed to create or confer on any Eligible Individual any right to be retained in the employ of the Company or any of its Subsidiaries,
or to interfere with or to limit in any way the right of the Company or any of its Subsidiaries to terminate the employment of such Eligible Individual at any time. No Award shall constitute salary, recurrent compensation or contractual compensation
for the year of grant, any later year or any other period of time. Payments received by a Participant under any Award made pursuant to the Plan shall not be included in, nor have any effect on, the determination of
employment-related rights or benefits under any other employee benefit plan or similar arrangement provided by the Company and its Subsidiaries, including the calculation of any severance, unless otherwise
specifically provided for under the terms of such plan or arrangement or by the Competent Body. 
 (d) Securities Law
Restrictions. An Award may not be granted, exercised or settled, and no Shares may be issued in connection with an Award, unless the grant of the Award or the issuance of such Shares, to the extent applicable, (i) has been registered under
the Securities Act of 1933, as amended, (ii) has qualified under applicable state “blue sky” laws (or the Company has determined that an exemption from registration and from qualification under such state “blue sky” laws is
available) and (iii) complies with all applicable securities laws. The Competent Body may require each Participant purchasing or acquiring Shares pursuant to an Award under the Plan to represent to and agree with the Company in writing that
such Eligible Individual is acquiring the Shares for investment purposes and not with a view to the distribution thereof. All Shares delivered under the Plan shall be subject to such stock-transfer orders and
other restrictions as the Competent Body may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any exchange upon which the Shares are then listed, and any applicable securities law
restrictions. 

  
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 (e) Section 16 of the Exchange Act.
Notwithstanding anything contained in the Plan or any Award Document under the Plan to the contrary, if the consummation of any transaction under the Plan, or the taking of any action by the Competent Body in connection with a Change in Control of
the Company, would result in the possible imposition of liability on a Participant pursuant to Section 16(b) of the Exchange Act, the Competent Body shall have the right, in its discretion, but shall not be obligated, to defer such transaction
or the effectiveness of such action to the extent necessary to avoid such liability, but in no event for a period longer than 180 days. 

(f) Section 409A. To the extent that the Competent Body determines that any Award granted under the
Plan is subject to Section 409A, the Award Document evidencing such Award shall incorporate the terms and conditions required by Section 409A. To the extent applicable, the Plan and Award Documents shall be interpreted in accordance with
Section 409A and interpretive guidance issued thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Competent Body determines that any provision of the Plan or an Award Document contravenes any regulations
or guidance promulgated under Section 409A or would cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under Section 409A, the Competent Body may modify or amend such provision of the Plan or
Award Document without the consent of the Participant in any manner the Competent Body deems reasonable or necessary. In making such modifications, the Competent Body shall attempt, but shall not be obligated, to maintain, to the maximum extent
practicable, the original intent of the applicable provision without contravening the provisions of Section 409A. Moreover, any discretionary authority that the Competent Body may have pursuant to the Plan shall not be applicable to an Award
that is subject to Section 409A to the extent such discretionary authority would contravene Section 409A. 
 (g)
Awards to Individuals Subject to Laws of a Jurisdiction Outside of the United States. To the extent that Awards under the Plan are awarded to Eligible Individuals who are domiciled or resident outside of the United States or to persons who
are domiciled or resident in the United States but who are subject to the tax laws of a jurisdiction outside of the United States, the Competent Body may adjust the terms of the Awards granted hereunder to such person (i) to comply with the
laws, rules and regulations of such jurisdiction and (ii) to permit the grant of the Award not to be a taxable event to the Participant. The authority granted under the previous sentence shall include the discretion for the Competent Body to
adopt, on behalf of the Company, one or more sub-plans applicable to separate classes of Eligible Individuals who are subject to the laws of jurisdictions outside of the United States. 

  
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 (h) References to Termination of Employment. References to
“termination of employment” shall also mean termination of any other service relationship of the Participant with the Company or any of its Subsidiaries, as applicable. 

(i) No Limitation on Corporate Actions. Nothing contained in the Plan shall be construed to prevent the Company or any
Subsidiary from taking any corporate action, whether or not such action would have an adverse effect on any Awards made under the Plan. No Participant, beneficiary or other person shall have any claim against the Company or any Subsidiary as a
result of any such action. 
 (j) Unfunded Plan. Nothing contained in the Plan, and no action taken pursuant to its
provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between the Company and any Participant, beneficiary or legal representative or any other person. To the extent that a person acquires a right to
receive payments under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company, and no special or separate fund
shall be established, and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan. The Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended.

 (k) Application of Funds. The proceeds received by the Company from the sale of Shares pursuant to Awards will be
used for general corporate purposes. 
 (l) Satisfaction of Obligations. Subject to applicable laws, rules and
regulations, the Company may apply any cash, Shares, securities or other consideration received upon exercise of settlement of an Award to any obligations a Participant owes to the Company and its Subsidiaries in connection with the Plan or
otherwise. 
 (m) Award Document. In the event of any conflict or inconsistency between the Plan and any Award
Document, the Plan shall govern, and the Award Document shall be interpreted to minimize or eliminate any such conflict or inconsistency. 

(n) Successors. All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding
on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. 

(o) Headings. The headings of Sections herein are included solely for convenience of reference and shall not affect the
meaning of any of the provisions of the Plan. 

  
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 (p) Clawback. Notwithstanding anything in the Plan to the contrary,
all Awards granted under the Plan, any payments made pursuant to the Plan and any gains realized upon exercise or settlement of an Award shall be subject to clawback, adjustment or recoupment, as permitted or mandated by applicable law, rules,
regulations or any Company policy as enacted, adopted or modified from time to time. 
 (q) Severability. If any
provision of this Plan is held unenforceable, the remainder of the Plan shall continue in full force and effect without regard to such unenforceable provision and shall be applied as though the unenforceable provision were not contained in the Plan.

 (r) Data Privacy. To administer the Plan and the Awards granted thereunder and to implement or structure future
grants, the Company, its Subsidiaries and certain agents thereof may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and
other information that is necessary or desirable for the administration of the Plan or the Awards granted thereunder. By accepting an Award, Participants (i) authorize the Company to collect, process, register and transfer all personal and
professional data; (ii) waive any privacy rights Participants may have with respect to the personal and professional data; (iii) authorize the Company, its Subsidiaries and certain agents thereof to store and transmit such information in
electronic form; and (iv) authorize the transfer of such personal and professional information to any jurisdiction in which the Company, its Subsidiaries and certain agents thereof consider appropriate. Participants shall have access to, and
the right to change, the personal and professional information collected and processed during the administration of the Plan. Personal and professional information shall only be used in accordance with applicable law. 

(s) Governing Law. Except as to matters of federal law, the Plan and all actions taken thereunder shall be governed by
and construed in accordance with the laws of the State of Delaware (other than its conflict of law rules). 

  
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