Exhibit 10.8


 


QUALTEK
SERVICES INC.

2022 EMPLOYEE STOCK PURCHASE PLAN


 


Section 1.     Purpose.
The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock
through accumulated payroll deductions. The Company intends for the Plan to have two components: a Code Section 423 Component (“423 Component”)
and a non-Code Section 423 Component (“Non-423 Component”). The Company’s intention is to have the
423 Component of the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code to the extent
possible. The provisions of the 423 Component, accordingly, will be construed so as to extend and limit Plan participation in a
uniform and nondiscriminatory basis consistent with the requirements of Section 423 of the Code. In addition, the Plan authorizes
the grant of an option to purchase shares of Common Stock under the Non-423 Component that does not qualify as an “employee
stock purchase plan” under Section 423 of the Code; such an option will be granted pursuant to rules, procedures, or sub-plans
adopted by the Administrator designed to achieve tax, non-U.S. exchange, or securities laws or other objectives for Eligible Employees
and the Company. Except as otherwise provided, the Non-423 Component, to the extent utilized by the Company, will operate and be
administered in the same manner as the 423 Component.


 


Section 2.     Definitions.
For purposes of the Plan, the following terms will have the following meanings:


 


“Administrator”
means the Board or any Committee designated to administer the Plan pursuant to Section 13.


 


“Affiliate”
means any entity, other than a Subsidiary, in which the Company has an equity or other ownership interest.


 


“Applicable Laws”
means the requirements relating to the administration of equity-based awards and the related issuance of shares of Common Stock under
U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common
Stock is listed or quoted, and the applicable securities and exchange control laws of any non-U.S. country or jurisdiction where options
are, or will be, granted under the Plan.


 


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


 


“Code”
means the U.S. Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder will include
such section or regulation, any valid regulation, or other official applicable guidance promulgated under such section, and any comparable
provision of any future legislation or regulation amending, supplementing, or superseding such section or regulation.


 


“Committee”
means a committee of the Board appointed in accordance with Section 13.


 


“Common Stock”
means the common stock, par value $0.001 per share, of the Company.


 


“Company”
means QualTek Services Inc., a Delaware corporation, or any successor thereto.


 






     


     


    

 


“Compensation”
means an Eligible Employee’s regular and recurring straight time gross earnings, payments for overtime and shift premium, but exclusive
of payments for incentive compensation, bonuses, equity compensation, and other similar compensation. The Administrator, in its discretion,
may, on a uniform and nondiscriminatory basis, establish a different definition of Compensation for a subsequent Offering Period.


 


“Designated Company”
means any Subsidiary or Affiliate that has been designated by the Administrator in its sole discretion as eligible to participate in
the Plan. For purposes of the 423 Component, only the Company and its Subsidiaries may be Designated Companies; provided
that a Subsidiary that is a Designated Company under the 423 Component may not simultaneously be a Designated Company under the
Non-423 Component.


 


“Effective Date”
means February 14, 2022, subject to approval by the stockholders of the Company in the manner and to the degree required under Applicable
Laws.


 


“Eligible Employee”
means any individual who is a common law employee (and, with respect to the Non-423 Component, is not classified by the Company
as an intern or temporary employee) providing services to the Company or a Designated Company and is customarily employed for more than
six months in any calendar year by the Employer, or any greater or lesser number of months in any calendar year established by the Administrator
in its discretion. For purposes of the Plan, the employment relationship will be treated as continuing intact while the individual is
on sick leave or other leave of absence that the Employer approves or that is legally protected under applicable local laws. Where the
period of leave exceeds three months and the individual’s right to reemployment is not guaranteed either by statute or by contract,
the employment relationship will be deemed to have terminated three months and one day following the commencement of such leave. The
Administrator, in its discretion, from time to time may, prior to an Enrollment Date for all options to be granted on such Enrollment
Date in an Offering, determine (for each Offering under the 423 Component, on a uniform and nondiscriminatory basis or as otherwise
permitted by Section 423 of the Code) that the definition of Eligible Employee will or will not include an individual if he or she:
(a) has not completed at least one year of service since his or her last hire date (or such lesser period of time as may be determined
by the Administrator in its discretion), (b) customarily works not more than 20 hours per week (or such lesser period of time
as may be determined by the Administrator in its discretion), (c) customarily works not more than six months per calendar year (or
such lesser period of time as may be determined by the Administrator in its discretion), (d) is a highly compensated employee within
the meaning of Section 414(q) of the Code, or (e) is a highly compensated employee within the meaning of Section 414(q) of
the Code with compensation above a certain level or is an officer or subject to the disclosure requirements of Section 16(a) of
the Exchange Act; provided the exclusion is applied with respect to each Offering under the 423 Component in an identical
manner to all highly compensated individuals of the Employer whose employees are participating in that Offering. Such exclusions may
be applied with respect to an Offering under a 423 Component in a manner complying with Section 423 of the Code. Such exclusions
may be applied with respect to an Offering under the Non-423 Component without regard to the limitations of Section 423 of
the Code.


 


“Employer”
means the employer of an Eligible Employee.


 


 



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“Enrollment Date”
means the first Trading Day of each Offering Period.


 


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


 


“Exercise Date”
means the last Trading Day of each Offering Period.


 


“Fair Market Value”
means, as of any date and unless the Administrator determines otherwise, the value of Common Stock determined as follows:


 


(a)            if
the Common Stock is listed on any established stock exchange or a national market system, including, without limitation, the New York
Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market of the Nasdaq Stock Market, its
Fair Market Value will be the closing sales price for such stock as quoted on such exchange or system on the date of determination (or
the closing bid, if no sales were reported);


 


(b)            if
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value will
be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or if no bids and asks were
reported on that date, as applicable, on the last Trading Day such bids and asks were reported), as reported in The Wall Street Journal
or such other source as the Administrator deems reliable; or


 


(c)            in
the absence of an established market for the Common Stock, the Fair Market Value thereof will be determined in good faith by the Administrator.


 


Notwithstanding the foregoing,
if the determination date for the Fair Market Value occurs on a weekend or holiday, the Fair Market Value will be the price as determined
in accordance with subsections (a) through (c) above (as applicable) on the next business day, unless otherwise
determined by the Administrator.


 


“New Exercise Date”
means a new Exercise Date if the Administrator shortens any Offering Period then in progress.


 


“Offering”
means an offer under the Plan of an option that may be exercised during an Offering Period. For purposes of the Plan, the Administrator
may designate separate Offerings under the Plan (the terms of which need not be identical) in which Eligible Employees of one or more
Employers will participate, even if the dates of the applicable Offering Periods of each such Offering are identical and the provisions
of the Plan will separately apply to each Offering. If an Offering under the 423 Component is made, to the extent permitted by Section 423
of the Code, the terms of each Offering need not be identical provided that the terms of the Plan and an Offering together satisfy Section 423
of the Code.


 


“Offering Periods”
means the periods of approximately six months during which an option granted pursuant to the Plan may be exercised, commencing on such
Trading Day as designated by the Administrator and terminating on a Trading Day approximately six (6) months later, each as determined
by the Administrator in its sole discretion.. The duration and timing of Offering Periods may be established or changed by the Administrator
at any time, in its sole discretion and may consist of one or more Purchase Periods. Notwithstanding the foregoing, in no event may an
Offering Period exceed 27 months.


 






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“Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.


 


“Participant”
means an Eligible Employee who participates in the Plan.


 


“Plan”
means this QualTek Services Inc. 2022 Employee Stock Purchase Plan.


 


“Purchase Period”
means the approximately six-month period commencing after one Exercise Date and ending with the next Exercise Date, except that the first
Purchase Period of any Offering Period will commence on the Enrollment Date and end with the next Exercise Date. Unless the Administrator
provides otherwise, the Purchase Period will have the same duration and coincide with the length of the Offering Period.


 


“Purchase Price”
means an amount equal to 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever
is lower; provided, however, that the Purchase Price may be determined for subsequent Offering Periods by the Administrator
subject to compliance with Section 423 of the Code (or any successor rule or provision or any other Applicable Law) or pursuant
to Section 19.


 


“Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.


 


“Trading Day”
means a day on which the national stock exchange upon which the Common Stock is listed is open for trading.


 


Section 3.     Eligibility.


 


(a)            Any
Eligible Employee on a given Enrollment Date will be eligible to participate in the Plan, subject to the requirements of Section 4.


 


(b)            Eligible
Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to whether they also are citizens or residents of
the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from participation
in the Plan or an Offering if the participation of such Eligible Employees is prohibited under the laws of the applicable jurisdiction
or if complying with the laws of the applicable jurisdiction would cause the Plan or an Offering to violate Section 423 of the Code.
In the case of the Non-423 Component, an Eligible Employee may be excluded from participation in the Plan or an Offering at the
discretion of the Administrator.


 


(c)            Any
provisions of the Plan to the contrary notwithstanding, with respect to any Offering under the 423 Component, no Eligible Employee
will be granted an option under the Plan (i) to the extent that, immediately after the grant, such Eligible Employee (or any other
person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital
stock of the Company or any Parent or Subsidiary of the Company and/or hold outstanding options to purchase such stock possessing 5%
or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Parent or Subsidiary
of the Company, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans (as defined
in Section 423 of the Code) of the Company or any Parent or Subsidiary of the Company accrues at a rate that exceeds $25,000 worth
of stock (determined based on the Fair Market Value of the Common Stock at the time such option is granted) for each calendar year in
which such option is outstanding at any time, as determined in accordance with Section 423 of the Code and the regulations thereunder.


 






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Section 4.     Participation.


 


(a)            An
Eligible Employee will be entitled to participate in the first Offering Period specified in Section 2 only if such individual
submits a subscription agreement authorizing payroll deductions in a form determined by the Administrator to the Company’s designated
stock administrator or completes an electronic or other enrollment procedure determined by the Administrator, in each case during such
period of time as the Administrator may determine (the “Enrollment Window”). An Eligible Employee’s failure
to submit the subscription agreement or complete the enrollment procedure during the Enrollment Window will result in such individual
being disqualified from participation in the first Offering Period under the Plan.


 


(b)            An
Eligible Employee may participate in the Plan in any Offering Period following the first Offering Period by (i) submitting to the
Company’s stock administrator (or its designee), on or before a date prescribed by the Administrator prior to an applicable Enrollment
Date, a properly completed subscription agreement authorizing payroll deductions in the form provided by the Administrator for such purpose,
or (ii) completing an electronic or other enrollment procedure determined by the Administrator, in each case during the applicable
Enrollment Window. Unless otherwise determined by the Administrator, a Participant’s subscription agreement and the designated
rate of payroll deduction by a Participant shall continue for future Offering Periods unless the Participant changes or cancels, in accordance
with procedures established by the Administrator, prior to the Enrollment Date with respect to a future Offering Period or elects to
withdraw from the Plan in accordance with Section 9.


 


Section 5.     Payroll
Deductions.


 


(a)            At
the time a Participant enrolls in the Plan pursuant to Section 4, he or she will elect to have payroll deductions made on
each pay day during the Offering Period in an amount not exceeding 15% of the Compensation that he or she receives on each pay day during
the Offering Period; provided, however, that should a pay day occur on an Exercise Date, a Participant will have the payroll
deductions made on such day applied to his or her account under the subsequent Offering Period. A Participant’s subscription agreement
will remain in effect for successive Offering Periods unless terminated as provided in Section 9.


 


(b)            Payroll
deductions for a Participant will commence on the first pay day following the Enrollment Date and will end on the last pay day prior
to the Exercise Date of such Offering Period to which such authorization is applicable, unless sooner terminated by the Participant as
provided in Section 9; provided, however, that for the first Offering Period, payroll deductions will commence
on the first pay day on or following the later of (i) the end of the Enrollment Window, or (ii) the Enrollment Date of the
first Offering Period.


 






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(c)            All
payroll deductions made for a Participant will be credited to his or her account under the Plan and will be withheld in whole percentages
only. A Participant may not make any additional payments into such account.


 


(d)            A
Participant may discontinue his or her participation in the Plan as provided in Section 9. If permitted by the Administrator,
as determined in its sole discretion, during a Purchase Period, a Participant may increase or decrease the rate of his or her payroll
deductions during the Purchase Period by (i) properly completing and submitting to the Company’s stock administrator (or its
designee), on or before a date prescribed by the Administrator prior to an applicable Exercise Date, a new subscription agreement authorizing
the change in payroll deduction rate in the form provided by the Administrator for such purpose, or (ii) completing an electronic
or other procedure prescribed by the Administrator. If a Participant has not followed such procedures to change the rate of payroll deductions,
the rate of his or her payroll deductions will continue at the originally elected rate throughout the Purchase Period and future Offering
Periods and Purchase Periods (unless terminated as provided in Section 9). The Administrator may, in its sole discretion,
limit the nature and/or number of payroll deduction rate changes that may be made by Participants during any Offering Period or Purchase
Period. Any change in payroll deduction rate made pursuant to this Section 5(d) will be effective as of the first full
payroll period following five business days after the date on which the change is made by the Participant (unless the Administrator,
in its sole discretion, elects to process a given change in payroll deduction rate more quickly).


 


(e)            Notwithstanding
the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(c), a Participant’s
payroll deductions may be decreased to 0% by the Administrator at any time during a Purchase Period. To the extent necessary, and subject
to Section 423(b)(8) of the Code, payroll deductions will recommence at the rate originally elected by the Participant effective
as of the beginning of the first Purchase Period scheduled to end in the following calendar year, unless terminated by the Participant
as provided in Section 9.


 


(f)            Notwithstanding
any provisions or limits to the contrary in the Plan, the Administrator may allow Eligible Employees to participate in the Plan via cash
contributions or other methods instead of payroll deductions if (i) payroll deductions are not permitted under applicable local
law, (ii) the Administrator determines that cash contributions are permissible under Section 423 of the Code, or (iii) for
Participants participating in the Non-423 Component.


 


(g)            At
the time the option is exercised, in whole or in part, or at the time some or all of the Common Stock issued under the Plan is disposed
of (or any other time that a taxable event related to the Plan occurs), the Participant must make adequate provision for the Company’s
or Employer’s federal, state, local, or any other tax liability payable to any authority, including taxes imposed by jurisdictions
outside of the U.S., national insurance, social security, or other tax withholding obligations, if any, which arise upon the exercise
of the option or the disposition of the Common Stock (or any other time that a taxable event related to the Plan occurs). At any time,
the Company or the Employer may, but will not be obligated to, withhold from the Participant’s compensation the amount necessary
for the Company or the Employer to meet applicable withholding obligations, including any withholding required to make available to the
Company or the Employer any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Eligible Employee.
In addition, the Company or the Employer may, but will not be obligated to, withhold from the proceeds of the sale of Common Stock or
any other method of withholding the Company or the Employer deems appropriate to the extent permitted by Section 423 of the Code.


 






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Section 6.     Grant
of Options. On the Enrollment Date of each Offering Period, each Eligible Employee participating
in such Offering Period will be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase
Price) up to a number of shares of Common Stock determined by dividing such Eligible Employee’s payroll deductions accumulated
prior to such Exercise Date and retained in the Eligible Employee’s account as of the Exercise Date by the applicable Purchase
Price; provided that in no event will an Eligible Employee be permitted to purchase under the Plan during each Purchase Period
more than 1,000 shares of Common Stock (subject to any adjustment pursuant to Section 18); and provided, further,
that such purchase will be subject to the limitations set forth in Sections 3(c) and 12. The Eligible Employee
may accept the grant of such option in accordance with the requirements of Section 4. The Administrator may, for future Offering
Periods, increase or decrease, in its absolute discretion, the maximum number of shares of Common Stock that an Eligible Employee may
purchase during each Purchase Period. Exercise of the option will occur as provided in Section 7, unless the Participant
has withdrawn pursuant to Section 9. The option will expire on the last day of the Offering Period.


 


Section 7.     Exercise
of Option.


 


(a)            Unless
a Participant withdraws from the Plan as provided in Section 9, his or her option for the purchase of shares of Common Stock
will be exercised automatically on the Exercise Date, and the maximum number of full shares subject to the option will be purchased for
such Participant at the applicable Purchase Price with the accumulated payroll deductions in his or her account. No fractional shares
of Common Stock will be purchased; any payroll deductions accumulated in a Participant’s account that are not sufficient to purchase
a full share will be retained in the Participant’s account for the subsequent Purchase Period or Offering Period, as applicable,
subject to earlier withdrawal by the Participant as provided in Section 9. Any other funds left over in a Participant’s
account after the Exercise Date will be returned to the Participant. During a Participant’s lifetime, a Participant’s option
to purchase shares hereunder is exercisable only by him or her.


 


 


(b)            If
the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect to which options are to
be exercised may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Enrollment Date
of the applicable Offering Period, or (ii) the number of shares of Common Stock available for sale under the Plan on such Exercise
Date, the Administrator may in its sole discretion (A) provide that the Company will make a pro rata allocation of the shares of
Common Stock available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will be practicable
and as it will determine in its sole discretion to be equitable among all Participants exercising options to purchase Common Stock on
such Exercise Date, and continue all Offering Periods then in effect or (B) provide that the Company will make a pro rata allocation
of the shares available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will be practicable
and as it will determine in its sole discretion to be equitable among all Participants exercising options to purchase Common Stock on
such Exercise Date, and terminate any or all Offering Periods then in effect pursuant to Section 19. The Company may make
a pro rata allocation of the shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence,
notwithstanding any authorization of additional shares for issuance under the Plan by the Company’s stockholders subsequent to
such Enrollment Date.


 






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Section 8.     Delivery.
As soon as reasonably practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company will arrange
the delivery to each Participant of the shares purchased upon exercise of his or her option in a form determined by the Administrator
(in its sole discretion) and pursuant to rules established by the Administrator. The Company may permit or require that shares be
deposited directly with a broker designated by the Company or with a trustee or designated agent of the Company, and the Company may
utilize electronic or automated methods of share transfer. The Company may require that shares be retained with such broker, trustee,
or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying dispositions or other
dispositions of such shares. No Participant will have any voting, dividend, or other stockholder rights with respect to shares of Common
Stock subject to any option granted under the Plan until such shares have been purchased and delivered to the Participant as provided
in this Section 8.


 


Section 9.     Withdrawal.


 


(a)            A
Participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to exercise
his or her option under the Plan at any time by (i) submitting to the Company’s stock administrator (or its designee) a written
notice of withdrawal in the form determined by the Administrator for such purpose, or (ii) completing an electronic or other withdrawal
procedure determined by the Administrator. The Administrator may set forth a deadline of when a withdrawal must occur to be effective
prior to a given Exercise Date in accordance with policies it may approve from time to time. All of the Participant’s payroll deductions
credited to his or her account will be paid to such Participant promptly after receipt of notice of withdrawal and such Participant’s
option for the Offering Period will be automatically terminated, and no further payroll deductions for the purchase of shares will be
made for such Offering Period. If a Participant withdraws from an Offering Period, payroll deductions will not resume at the beginning
of the succeeding Offering Period, unless the Participant re-enrolls in the Plan in accordance with the provisions of Section 4.


 






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(b)            A
Participant’s withdrawal from an Offering Period will not have any effect upon his or her eligibility to participate in any similar
plan that may hereafter be adopted by the Company or in succeeding Offering Periods that commence after the termination of the Offering
Period from which the Participant withdraws.


 


Section 10.     Termination
of Employment. Upon a Participant’s ceasing to be an Eligible Employee for any reason,
he or she will be deemed to have elected to withdraw from the Plan, and the payroll deductions credited to such Participant’s account
during the Offering Period but not yet used to purchase shares of Common Stock under the Plan will be returned to such Participant or,
in the case of his or her death, to the person or persons entitled thereto under Section 14, and such Participant’s
option will be automatically terminated. Unless determined otherwise by the Administrator in a manner that, with respect to an Offering
under the 423 Component, is permitted by, and compliant with, Section 423 of the Code, a Participant whose employment transfers
between entities through a termination with an immediate rehire (with no break in service) by the Company or a Designated Company shall
not be treated as terminated under the Plan; however, no Participant shall be deemed to switch from an Offering under the Non-423 Component
to an Offering under the 423 Component or vice versa unless (and then only to the extent) such switch would not cause the 423 Component
or any option thereunder to fail to comply with Section 423 of the Code.


 


Section 11.     Interest.
No interest will accrue on the payroll deductions of a Participant in the Plan, except as may be required by Applicable Law, as determined
by the Company, and if so required by the laws of a particular jurisdiction, shall, with respect to Offerings under the 423 Component,
apply to all Participants in the relevant Offering, except to the extent otherwise permitted by Section 423 of the Code.


 


Section 12.     Stock.


 


(a)            Subject
to adjustment upon changes in capitalization of the Company as provided in Section 18, the maximum number of shares of
Common Stock that will be made available for sale under the Plan will be equal to 1,195,552 shares of Common Stock (the
 “Available Shares”). In addition, on each January 1 for the first 10 calendar years after the Effective
Date, the aggregate number of shares of Common Stock reserved for issuance under the Plan will be increased automatically by the
lesser of (i) a number of shares equal to 1% of the total number of outstanding shares of the Common Stock on the immediately
preceding December 31 (rounded down to the nearest whole share) and (ii) such number of Shares that would result in the
number of Available Shares being equal to 2% of the aggregate number of shares of Common Stock outstanding on the final day of the
immediately preceding calendar year; provided that the Administrator may in its sole discretion reduce the amount of the
increase in any particular year; and provided, further, that the aggregate number of shares issued pursuant to the
423 Component over the term of the Plan will not exceed 1,186,780 shares of Common Stock.


 


(b)            Until
the shares of Common Stock are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), a Participant will only have the rights of an unsecured creditor with respect to such shares, and no right to
vote or receive dividends or any other rights as a stockholder will exist with respect to such shares.


 






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(c)            Shares
of Common Stock to be delivered to a Participant under the Plan will be registered in the name of the Participant or in the name of the
Participant and his or her spouse.


 


Section 13.     Administration.
The Plan will be administered by the Board or a Committee appointed by the Board, which Committee will be constituted to comply with
Applicable Laws. To the extent permitted by Applicable Laws, the Administrator will have full and exclusive discretionary authority to
construe, interpret and apply the terms of the Plan, to delegate ministerial duties to any of the Company’s employees, to designate
separate Offerings under the Plan, to designate Subsidiaries and Affiliates as participating in the 423 Component or Non-423 Component,
to determine eligibility, to adjudicate all disputed claims filed under the Plan, and to establish such procedures that it deems necessary
or advisable for the administration of the Plan (including, without limitation, to adopt such procedures, sub-plans, and appendices to
the subscription agreement as are necessary or appropriate to permit the participation in the Plan by employees who are non-U.S. nationals
or employed outside the U.S., the terms of which sub-plans and appendices may take precedence over other provisions of the Plan, with
the exception of Section 12(a), but unless otherwise superseded by the terms of such sub-plan or appendix, the provisions
of the Plan shall govern the operation of such sub-plan or appendix). Unless otherwise determined by the Administrator, the employees
eligible to participate in each sub-plan will participate in a separate Offering under the 423 Component, or if the terms would
not qualify under the 423 Component, in the Non-423 Component, in either case, unless such designation would cause the 423 Component
to violate the requirements of Section 423 of the Code. Without limiting the generality of the foregoing, the Administrator is specifically
authorized to adopt rules and procedures regarding eligibility to participate, the definition of Compensation, handling of payroll
deductions, making of contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment
of bank or trust accounts to hold payroll deductions, payment of interest, conversion of local currency, obligations to pay payroll tax,
determination of beneficiary designation requirements, withholding procedures, and handling of stock certificates that vary with applicable
local requirements. The Administrator also is authorized to determine that, to the extent permitted by Section 423 of the Code,
the terms of an option granted under the Plan or an Offering to citizens or residents of a non-U.S. jurisdiction will be less favorable
than the terms of options granted under the Plan or the same Offering to employees resident solely in the U.S. Every finding, decision,
and determination made by the Administrator will, to the full extent permitted by law, be final, binding, and conclusive upon all parties.


 


Section 14.     Designation
of Beneficiary.


 


(a)            If
permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any shares of Common Stock and
cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent to an Exercise
Date on which the option is exercised but prior to delivery to such Participant of such shares and cash. In addition, if permitted by
the Administrator, a Participant may file a designation of a beneficiary who is to receive any cash from the Participant’s account
under the Plan in the event of such Participant’s death prior to exercise of the option. If a Participant is married and the designated
beneficiary is not the spouse, spousal consent will be required for such designation to be effective.


 






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(b)            Such
designation of beneficiary may be changed by the Participant at any time by notice in a form determined by the Administrator. In the
event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of
such Participant’s death, the Company will deliver such shares and/or cash 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 discretion,
may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse,
dependent, or relative is known to the Company, then to such other person as the Company may designate.


 


(c)            All
beneficiary designations will be in such form and manner as the Administrator may designate from time to time. Notwithstanding Sections 14(a) and
(b), the Company and/or the Administrator may decide not to permit such designations by Participants in non-U.S. jurisdictions
to the extent permitted by Section 423 of the Code.


 


Section 15.     Transferability.
Neither payroll deductions credited to a Participant’s account nor any rights with regard to the exercise of an option or to receive
shares of Common Stock under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way (other than by will,
the laws of descent and distribution or as provided in Section 14) by the Participant. Any such attempt at assignment, transfer,
pledge, or other disposition will be without effect, except that the Company may treat such act as an election to withdraw funds from
an Offering Period in accordance with Section 9.


 


Section 16.     Use
of Funds. The Company may use all payroll deductions received or held by it under the Plan for
any corporate purpose, and the Company will not be obligated to segregate such payroll deductions except under Offerings or for Participants
in the Non-423 Component for which Applicable Laws require that contributions to the Plan by Participants be segregated from the
Company’s or the Employer’s general corporate funds and/or deposited with an independent third party; provided that,
if such segregation or deposit with an independent third party is required by Applicable Laws, it will apply to all Participants in the
relevant Offering under the 423 Component, except to the extent otherwise permitted by Section 423 of the Code. Until shares
of Common Stock are issued, Participants will only have the rights of an unsecured creditor with respect to such shares.


 


Section 17.     Reports.
Individual accounts will be maintained for each Participant in the Plan. Statements of account will be given to participating Eligible
Employees at least annually, which statements will set forth the amounts of payroll deductions, the Purchase Price, the number of shares
of Common Stock purchased, and the remaining cash balance, if any.


 


Section 18.     Adjustments,
Dissolution, Liquidation, Certain Transactions.


 


(a)            In
the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of
Common Stock or other securities of the Company, or other change in the corporate structure of the Company affecting the Common Stock
occurs, the Administrator, to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under
the Plan, will, in such manner as it may deem equitable, adjust the number and class of Common Stock that may be delivered under the
Plan, the Purchase Price per share, and the class and the number of shares of Common Stock covered by each option under the Plan that
has not yet been exercised, and the numerical limits of Sections 5 and 12.


 






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(b)            In
the event of the proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by setting
a New Exercise Date, and will terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided
otherwise by the Administrator. The New Exercise Date will be before the date of the Company’s proposed dissolution or liquidation.
The Administrator will notify each Participant in writing or electronically, prior to the New Exercise Date, that the Exercise Date for
the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically
on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 9.


 


(c)            In
the event of a merger, consolidation, or similar transaction directly or indirectly involving the Company in which the Company is not
the surviving corporation, each outstanding option will be assumed or an equivalent option substituted by the acquiring or successor
corporation or a Parent or Subsidiary of the acquiring or successor corporation. If the acquiring or successor corporation does not assume
or substitute the option for another award, the Offering Period with respect to which such option relates will be shortened by setting
a New Exercise Date on which such Offering Period shall end. The New Exercise Date will occur before the date of the proposed transaction.
The Administrator will notify each Participant, in writing or electronically prior to the New Exercise Date, that the Exercise Date for
the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically
on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 9.


 


Section 19.     Amendment
or Termination.


 


(a)            The
Administrator, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time and for any reason.
If the Plan is terminated, the Administrator, in its discretion, may elect to terminate all outstanding Offering Periods, either immediately
or upon completion of the purchase of shares of Common Stock on the next Exercise Date (which may be sooner than originally scheduled,
if determined by the Administrator in its discretion), or may elect to permit Offering Periods to expire in accordance with their terms
(and subject to any adjustment pursuant to Section 18). If the Offering Periods are terminated prior to expiration, all amounts
then credited to Participants’ accounts that have not been used to purchase shares of Common Stock will be returned to the Participants
(without interest thereon, except as otherwise required under Applicable Laws, as further set forth in Section 11) as soon
as administratively practicable.


 






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(b)            Without
stockholder consent and without limiting Section 19(a), the Administrator will be entitled to change the Offering Periods
or Purchase Periods, designate separate Offerings, limit the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange rate applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding
in excess of the amount designated by a Participant 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 Administrator determines in its sole discretion advisable that
are consistent with the Plan.


 


(c)            If
the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the
Administrator may, in its discretion and, to the extent necessary or desirable, modify, amend, or terminate the Plan to reduce or eliminate
such accounting consequence, including, but not limited to:


 


(i)            amending
the Plan to conform with the safe harbor definition under the Financial Accounting Standards Board Accounting Standards Codification
Topic 718 (or any successor thereto), including with respect to an Offering Period underway at the time;


 


(ii)            altering
the Purchase Price for any Offering Period or Purchase Period, including an Offering Period underway at the time of the change in Purchase
Price, but, with respect to any existing Offerings under the 423 Component, in no event below the lowest Purchase Price permitted
by Section 423 of the Code;


 


(iii)            shortening
any Offering Period by setting a New Exercise Date, including an Offering Period underway at the time of the Administrator action;


 


(iv)            reducing
the maximum percentage of Compensation a Participant may elect to set aside as payroll deductions; and


 


(v)            reducing
the maximum number of shares of Common Stock a Participant may purchase during any Offering Period.


 


Such modifications or amendments will not require stockholder
approval or the consent of any Participants.


 


Section 20.     Notices.
All notices or other communications by a Participant to the Company under or in connection with the Plan will be deemed to have been
duly given when received in the form and manner specified by the Company at the location, or by the person, designated by the Company
for the receipt thereof.


 


Section 21.     Conditions
upon Issuance of Shares. Shares of Common Stock will not be issued with respect to an option
unless the exercise of such option and the issuance and delivery of such shares pursuant thereto will comply with all applicable provisions
of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and
regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and will be
further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an option,
the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are
being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel
for the Company, such a representation is required by any of the aforementioned applicable provisions of law.


 






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Section 22.     Section 409A
of the Code. The 423 Component of the Plan is intended to be exempt from the application of
Section 409A of the Code pursuant to Treasury Regulations § 1.409A-1(b)(5)(ii), and any ambiguities herein will be interpreted
to so be exempt from Section 409A of the Code. To the extent the options granted under the Non-423 Component are subject to
U.S. taxation, the Non-423 Component is intended to be exempt from the application of Section 409A of the Code as options granted
thereunder are intended to constitute “short term deferrals,” and any ambiguities herein will be interpreted such that those
options shall so be exempt from Section 409A of the Code. In furtherance of the foregoing and notwithstanding any provision in the
Plan to the contrary, if the Administrator determines that an option granted under the Plan may be subject to Section 409A of the
Code or that any provision in the Plan would cause an option under the Plan to be subject to Section 409A of the Code, the Administrator
may amend the terms of the Plan and/or of an outstanding option granted under the Plan, or take such other action the Administrator determines
is necessary or appropriate, in each case, without the Participant’s consent, to exempt any outstanding option or future option
that may be granted under the Plan from or to allow any such options to comply with Section 409A of the Code, but only to the extent
any such amendments or action by the Administrator would not violate Section 409A of the Code. Notwithstanding the foregoing, the
Company and any of its Parent or Subsidiaries shall have no liability to a Participant or any other party if the option to purchase Common
Stock under the Plan that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant
or for any action taken by the Administrator with respect thereto. The Company and any of its Parent or Subsidiaries makes no representation
that the option to purchase Common Stock under the Plan is compliant with Section 409A of the Code.


 


Section 23.     Term
of Plan. The Plan will become effective as of the Effective Date, and will continue in effect
until the tenth anniversary thereof, unless earlier terminated under Section 19.


 


Section 24.     Governing
Law. The Plan shall be governed by, and construed in accordance with, the laws of the State
of Delaware without giving effect to any conflict of law provisions (whether of the State of Delaware or any other jurisdiction).


 


Section 25.     No
Right to Employment. Participation in the Plan by a Participant shall not be construed as giving
a Participant the right to be retained as an employee of the Company or a Subsidiary or Affiliate, as applicable. Furthermore, the Company
or a Subsidiary or Affiliate may dismiss a Participant from employment at any time, free from any liability or any claim under the Plan.


 






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Section 26.     Severability.
If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any jurisdiction or
as to any Participant, such invalidity, illegality, or unenforceability shall not affect the remaining parts of the Plan, and the Plan
shall be construed and enforced as to such jurisdiction or Participant as if the invalid, illegal, or unenforceable provision had not
been included.


 


Section 27.     Compliance
with Applicable Laws. The terms of the Plan are intended to comply with all Applicable Laws
and will be construed accordingly.


 


*     *     *     *


 






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