Exhibit 10.10


 


Faraday
Future Intelligent Electric, Inc


 


Amended
and restated 2021 STOCK INCENTIVE PLAN


 


I.
INTRODUCTION


 


1.1 Purposes.
The purposes of the Faraday Future Intelligent Electric, Inc. Amended and Restated 2021 Stock Incentive Plan (this “Plan”)
are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the
proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company
by attracting and retaining Non-Employee Directors, officers, other employees, consultants, independent contractors and agents and (iii) to
motivate such persons to act in the long-term best interests of the Company and its stockholders.


 


1.2 Certain
Definitions.


 


“Acquisition”
shall have the meaning set forth in Section 5.8.


 


“Agreement”
shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award.


 


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


 


“Change
in Control” shall have the meaning set forth in Section 5.8(b).


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


“Committee”
shall mean the Compensation Committee of the Board, or a subcommittee thereof, or such other committee designated by the Board, in
each case, consisting of two or more members of the Board, each of whom is intended to be (i) a “Non-Employee Director”
within the meaning of Rule 16b-3 under the Exchange Act and (ii) “independent” within the meaning of the rules of the
NASDAQ Capital Market or, if the Common Stock is not listed on the NASDAQ Capital Market, within the meaning of the rules of the principal
stock exchange on which the Common Stock is then traded.


 


“Common
Stock” shall mean the Class A common stock, par value $ 0.0001 per share, of the Company, and all rights appurtenant thereto.


 


“Company”
shall mean Faraday Future Intelligent Electric, Inc., a corporation organized under the laws of the State of Delaware, or any successor
thereto.


 


“Data”
shall have the meaning set forth in Section 5.15.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 



      


     

    

 


“Fair
Market Value” shall mean the closing transaction price of a share of Common Stock as reported on the NASDAQ Capital Market
on the date as of which such value is being determined or, if the Common Stock is not listed on the NASDAQ Capital Market, the closing
transaction price of a share of Common Stock on the principal national stock exchange on which the Common Stock is traded on the date
as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for
which transactions were reported; provided, however, that if the Common Stock is not listed on a national stock exchange
or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee by whatever means
or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate and in compliance with
Section 409A of the Code.


 


“Free-Standing
SAR” shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder thereof
to receive, upon exercise, shares of Common Stock (which may be Restricted Stock) or, to the extent set forth in the applicable Agreement,
cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one (1) share of Common Stock
on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised.


 


“Incentive
Stock Option” shall mean an option to purchase shares of Common Stock that meets the requirements of Section 422 of
the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option.


 


“Non-Employee
Director” shall mean any director of the Company who is not an officer or employee of the Company or any Subsidiary.


 


“Nonqualified
Stock Option” shall mean an option to purchase shares of Common Stock which is not an Incentive Stock Option.


 


“Other
Stock Award” shall mean an award granted pursuant to Section 3.4 of the Plan.


 


“Performance
Award” shall mean a right to receive an amount of cash, Common Stock, or a combination of both, contingent upon the attainment
of specified Performance Measures within a specified Performance Period.


 



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“Performance
Measures” shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as
a condition to the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction Period
or Performance Period as a condition to the vesting of the holder’s interest, in the case of a Restricted Stock Award, of the shares
of Common Stock subject to such award, or, in the case of a Restricted Stock Unit Award, Other Stock Award or Performance Award, to the
holder’s receipt of the shares of Common Stock subject to such award or of payment with respect to such award. One or more of the
following business criteria for the Company, on a consolidated basis, and/or for specified Subsidiaries, business or geographical units
or operating areas of the Company (except with respect to the total shareholder return and earnings per share criteria) or individual
basis, may be used by the Committee in establishing Performance Measures under this Plan: the attainment by a share of Common Stock of
a specified Fair Market Value for a specified period of time; increase in stockholder value; earnings per share; return on or net assets;
return on equity; return on investments; return on capital or invested capital; total stockholder return; earnings or income of the Company
before or after taxes and/or interest; earnings before interest, taxes, depreciation and amortization (“EBITDA”);
EBITDA margin; operating income; revenues; operating expenses, attainment of expense levels or cost reduction goals; market share; cash
flow, cash flow per share, cash flow margin or free cash flow; interest expense; economic value created; gross profit or margin; operating
profit or margin; net cash provided by operations; price-to-earnings growth; and strategic business criteria, consisting of one or more
objectives based on meeting specified goals relating to market penetration, customer acquisition, business expansion, cost targets, customer
satisfaction, reductions in errors and omissions, reductions in lost business, management of employment practices and employee benefits,
supervision of litigation, supervision of information technology, quality and quality audit scores, efficiency, commercial launch of
new products, completion of projects, and closing of acquisitions, divestitures, financings or other transactions, or such other goals
as the Committee may determine whether or not listed herein. Each such goal may be determined on a pre-tax or post-tax basis or on an
absolute or relative basis, and may include comparisons based on current internal targets, the past performance of the Company (including
the performance of one or more Subsidiaries, divisions, or operating units) or the past or current performance of other companies or
market indices (or a combination of such past and current performance). In addition to the ratios specifically enumerated above, performance
goals may include comparisons relating to capital (including, but not limited to, the cost of capital), shareholders’ equity, shares
outstanding, assets or net assets, sales, or any combination thereof. In establishing a Performance Measure or determining the achievement
of a Performance Measure, the Committee may provide that achievement of the applicable Performance Measures may be amended or adjusted
to include or exclude components of any Performance Measure, including, without limitation, foreign exchange gains and losses, asset
write-downs, acquisitions and divestitures, change in fiscal year, unbudgeted capital expenditures, special charges such as restructuring
or impairment charges, debt refinancing costs, extraordinary or noncash items, unusual, infrequently occurring, nonrecurring or one-time
events affecting the Company or its financial statements or changes in law or accounting principles. Performance Measures shall be subject
to such other special rules and conditions as the Committee may establish at any time.


 


“Performance
Period” shall mean any period designated by the Committee during which (i) the Performance Measures applicable to
an award shall be measured and (ii) the conditions to vesting applicable to an award shall remain in effect.


 


“Person”
shall have the meaning set forth in Section 5.8.


 


“Prior
Plans” shall mean the Smart King Ltd. Equity Incentive Plan, the Smart King Ltd. Special Talent Incentive Plan and
each other equity plan maintained by FF Intelligent Mobility Global Holdings Ltd. under which awards are outstanding as of the effective
date of this Plan.


 


“Restricted
Stock” shall mean shares of Common Stock which are subject to a Restriction Period and which may, in addition thereto,
be subject to the attainment of specified Performance Measures within a specified Performance Period.


 


“Restricted
Stock Award” shall mean an award of Restricted Stock under this Plan.


 


“Restricted
Stock Unit” shall mean a right to receive one (1) share of Common Stock or, in lieu thereof and to the extent set
forth in the applicable Agreement, the Fair Market Value of such share of Common Stock in cash, which shall be contingent upon the expiration
of a specified Restriction Period and which may, in addition thereto, be contingent upon the attainment of specified Performance Measures
within a specified Performance Period.


 



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“Restricted
Stock Unit Award” shall mean an award of Restricted Stock Units under this Plan.


 


“Restriction
Period” shall mean any period designated by the Committee during which (i) the Common Stock subject to a Restricted
Stock Award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided
in this Plan or the Agreement relating to such award, or (ii) the conditions to vesting applicable to a Restricted Stock Unit Award
or Other Stock Award shall remain in effect.


 


“SAR”
shall mean a stock appreciation right which may be a Free-Standing SAR or a Tandem SAR.


 


“Stock
Award” shall mean a Restricted Stock Award, Restricted Stock Unit Award or Other Stock Award.


 


“Subsidiary”
shall mean any corporation, limited liability company, partnership, joint venture or similar entity in which the Company owns, directly
or indirectly, an equity interest possessing more than 50% of the combined voting power of the total outstanding equity interests of
such entity.


 


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


 


“Tandem
SAR” shall mean an SAR which is granted in tandem with, or by reference to, an option (including a Nonqualified Stock Option
granted prior to the date of grant of the SAR), which entitles the holder thereof to receive, upon exercise of such SAR and surrender
for cancellation of all or a portion of such option, shares of Common Stock (which may be Restricted Stock) or, to the extent set forth
in the applicable Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one
(1) share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of shares of Common
Stock subject to such option, or portion thereof, which is surrendered.


 


“Tax
Date” shall have the meaning set forth in Section 5.5.


 


“Ten
Percent Holder” shall have the meaning set forth in Section 2.1(a).


 



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1.3 Administration.
This Plan shall be administered by the Committee. Any one or a combination of the following awards may be made under this Plan to eligible
persons: (i) options to purchase shares of Common Stock in the form of Incentive Stock Options or Nonqualified Stock Options; (ii) SARs
in the form of Tandem SARs or Free-Standing SARs; (iii) Stock Awards in the form of Restricted Stock, Restricted Stock Units or
Other Stock Awards; and (iv) Performance Awards. The Committee shall, subject to the terms of this Plan, select eligible persons
for participation in this Plan and determine the form, amount and timing of each award to such persons and, if applicable, the number
of shares of Common Stock subject to an award, the number of SARs, the number of Restricted Stock Units, the dollar value subject to
a Performance Award, the purchase price or base price associated with the award, the time and conditions of exercise or settlement of
the award and all other terms and conditions of the award, including, without limitation, the form of the Agreement evidencing the award.
The Committee may, in its sole discretion and for any reason at any time, take action such that (i) any or all outstanding options
and SARs shall become exercisable in part or in full, (ii) all or a portion of the Restriction Period applicable to any outstanding
awards shall lapse, (iii) all or a portion of the Performance Period applicable to any outstanding awards shall lapse and (iv) the
Performance Measures (if any) applicable to any outstanding awards shall be deemed to be satisfied at the target, maximum or any other
level. The Committee shall, subject to the terms of this Plan, interpret this Plan and the application thereof, establish rules and regulations
it deems necessary or desirable for the administration of this Plan and may impose, incidental to the grant of an award, conditions with
respect to the award, such as limiting competitive employment or other activities. All such interpretations, rules, regulations and conditions
shall be conclusive and binding on all parties.


 


The
Committee may delegate some or all of its power and authority hereunder to the Board (or any members thereof) or, subject to applicable
law, to a subcommittee of the Board, a member of the Board, the Chief Executive Officer or other executive officer of the Company as
the Committee deems appropriate; provided, however, that the Committee may not delegate its power and authority to a member
of the Board, the Chief Executive Officer or other executive officer of the Company with regard to the selection for participation in
this Plan of an officer, director or other person subject to Section 16 of the Exchange Act or decisions concerning the timing,
pricing or amount of an award to such an officer, director or other person.


 


No
member of the Board or Committee, and neither the Chief Executive Officer nor any other executive officer to whom the Committee delegates
any of its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination made in
connection with this Plan in good faith, and the members of the Board and the Committee and the Chief Executive Officer or other executive
officer shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including
attorneys’ fees) arising therefrom to the full extent permitted by law (except as otherwise may be provided in the Company’s
Certificate of Incorporation and/or By-laws) and under any directors’ and officers’ liability insurance that may be in effect
from time to time.


 



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1.4 Eligibility.
Participants in this Plan shall consist of such officers, other employees, Non-Employee Directors, consultants, independent contractors,
agents, and persons expected to become officers, other employees, Non-Employee Directors, consultants, independent contractors and agents
of the Company and its Subsidiaries as the Committee in its sole discretion may select from time to time, provided such persons are eligible
to receive awards of shares of Common Stock that are registered on a Form S-8 registration statement. The Committee’s selection
of a person to participate in this Plan at any time shall not require the Committee to select such person to participate in this Plan
at any other time. Except as otherwise provided for in an Agreement, for purposes of this Plan, references to employment by the Company
shall also mean employment by a Subsidiary, and references to employment shall include service as a Non-Employee Director, consultant,
independent contractor or agent. The Committee shall determine, in its sole discretion, the extent to which a participant shall be considered
employed during an approved leave of absence. The aggregate value of cash compensation and the grant date fair value of shares of Common
Stock that may be awarded or granted during any fiscal year of the Company to any Non-Employee Director shall not in the aggregate exceed
$750,000.


 


1.5 Shares
Available. Subject to adjustment as provided in Section 5.7 and to all other limits set forth in this Plan, 49,573,570
shares of Common Stock shall initially be available for all awards under this Plan, other than Substitute Awards. Subject to adjustment
as provided in Section 5.7, no more than 49,573,570 shares of Common Stock in the aggregate may be issued under the Plan in connection
with Incentive Stock Options. The number of shares of Common Stock available under the Plan shall increase annually on the first day
of each calendar year, beginning with the calendar year ending December 31, 2022, and continuing until (and including) the calendar year
ending December 31, 2031, with such annual increase equal to the lesser of (i) 5% of the number of shares of Stock issued and outstanding
on December 31 of the immediately preceding fiscal year and (ii) an amount determined by the Board. The number of shares of Common
Stock that remain available for future grants under the Plan shall be reduced by the sum of the aggregate number of shares of Common
Stock that become subject to outstanding options, outstanding Free-Standing SARs, outstanding Stock Awards and outstanding Performance
Awards denominated in shares of Common Stock, other than Substitute Awards. 


 


Following
approval of the Plan by the stockholders of the Company, the Company shall cease granting awards under the Prior Plans. However, outstanding
awards previously granted under the Prior Plans shall remain subject to the terms and conditions of the Prior Plans and shall not be
not be subject to the terms and conditions of the Plan.


 


To
the extent that shares of Common Stock subject to an outstanding option, SAR, Stock Award or Performance Award granted under the Plan
or a Prior Plan, other than Substitute Awards, are not issued or delivered by reason of (i) the expiration, termination, cancellation
or forfeiture of such award (excluding shares subject to an option cancelled upon settlement in shares of a related Tandem SAR or shares
subject to a Tandem SAR cancelled upon exercise of a related option) or (ii) the settlement of such award in cash, then such shares
of Common Stock shall again be available under this Plan. In addition, shares of Common Stock subject to an award under this Plan or
a Prior Plan shall again be available for issuance under this Plan if such shares are (x) shares that were subject to an option
or stock-settled SAR and were not issued or delivered upon the net settlement or net exercise of such option or SAR or (y) shares
delivered to or withheld by the Company to pay the purchase price or the withholding taxes related to an outstanding award. Notwithstanding
the foregoing, shares repurchased by the Company on the open market with the proceeds of an option exercise shall not again be available
for issuance under this Plan.


 



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The
number of shares of Common Stock available for awards under this Plan shall not be reduced by (i) the number of shares of Common
Stock subject to Substitute Awards or (ii) available shares under a stockholder approved plan of a company or other entity which
was a party to a corporate transaction with the Company (as appropriately adjusted to reflect such corporate transaction) which become
subject to awards granted under this Plan (subject to applicable stock exchange requirements).


 


Shares
of Common Stock to be delivered under this Plan shall be made available from authorized and unissued shares of Common Stock, or authorized
and issued shares of Common Stock reacquired and held as treasury shares or otherwise or a combination thereof.


 


II.
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS


 


2.1 Stock
Options. The Committee may, in its discretion, grant options to purchase shares of Common Stock to such eligible persons as may be
selected by the Committee. Each option, or portion thereof, that is not an Incentive Stock Option, shall be a Nonqualified Stock Option.
To the extent that the aggregate Fair Market Value (determined as of the date of grant) of shares of Common Stock with respect to which
options designated as Incentive Stock Options are exercisable for the first time by a participant during any calendar year (under this
Plan or any other plan of the Company, or any parent or Subsidiary) exceeds the amount (currently $100,000) established by the Code,
such options shall constitute Nonqualified Stock Options.


 


Options
shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with
the terms of this Plan, as the Committee shall deem advisable:


 


(a) Number
of Shares and Purchase Price. The number of shares of Common Stock subject to an option and the purchase price per share of Common
Stock purchasable upon exercise of the option shall be determined by the Committee; provided, however, that the purchase
price per share of Common Stock purchasable upon exercise of an option shall not be less than 100% of the Fair Market Value of a share
of Common Stock on the date of grant of such option; provided further, that if an Incentive Stock Option shall be granted to any
person who, at the time such option is granted, owns capital stock possessing more than 10 percent of the total combined voting power
of all classes of capital stock of the Company (or of any parent or Subsidiary) (a “Ten Percent Holder”), the purchase
price per share of Common Stock shall not be less than the price (currently 110% of Fair Market Value) required by the Code in order
to constitute an Incentive Stock Option.


 


Notwithstanding
the foregoing, in the case of an option that is a Substitute Award, the purchase price per share of the shares subject to such option
may be less than 100% of the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair
Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate
purchase price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding
the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor
company or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate purchase
price of such shares.


 



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(b) Option
Period and Exercisability. The period during which an option may be exercised shall be determined by the Committee; provided,
however, that no option shall be exercised later than 10 years after its date of grant; provided further, that if
an Incentive Stock Option shall be granted to a Ten Percent Holder, such option shall not be exercised later than five (5) years after
its date of grant. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition
to the grant of an option or to the exercisability of all or a portion of an option. The Committee shall determine whether an option
shall become exercisable in cumulative or non-cumulative installments and in part or in full at any time. An exercisable option, or portion
thereof, may be exercised only with respect to whole shares of Common Stock.


 


(c) Method
of Exercise. An option may be exercised (i) by giving written notice to the Company specifying the number of whole shares of
Common Stock to be purchased and accompanying such notice with payment therefor in full (or arrangement made for such payment to the
Company’s satisfaction) either (A) in cash or check, (B) by delivery (either actual delivery or by attestation procedures
established by the Company) of shares of Common Stock having a Fair Market Value, determined as of the date of exercise, equal to the
aggregate purchase price payable by reason of such exercise, (C) authorizing the Company to withhold whole shares of Common Stock
which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount
necessary to satisfy such obligation, (D) in cash by a broker-dealer acceptable to the Company to whom the participant has submitted
an irrevocable notice of exercise, (E) such other methods permitted by applicable law, or (F) a combination of the foregoing, in
each case, to the extent set forth in the Agreement relating to the option, (ii) if applicable, by surrendering to the Company any
Tandem SARs which are cancelled by reason of the exercise of the option and (iii) by executing such documents as the Company may
reasonably request. Any fraction of a share of Common Stock which would be required to pay such purchase price shall be disregarded and
the remaining amount due shall be paid in cash by the participant. No shares of Common Stock shall be issued and no certificate representing
Common Stock shall be delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 5.5,
have been paid (or arrangement made for such payment to the Company’s satisfaction).


 


2.2 Stock
Appreciation Rights. The Committee may, in its discretion, grant SARs to such eligible persons as may be selected by the Committee.
The Agreement relating to an SAR shall specify whether the SAR is a Tandem SAR or a Free-Standing SAR.


 


SARs
shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with
the terms of this Plan, as the Committee shall deem advisable:


 



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(a) Number
of SARs and Base Price. The number of SARs subject to an award shall be determined by the Committee. Any Tandem SAR related to an
Incentive Stock Option shall be granted at the same time that such Incentive Stock Option is granted. The base price of a Tandem SAR
shall be the purchase price per share of Common Stock of the related option. The base price of a Free-Standing SAR shall be determined
by the Committee; provided, however, that such base price shall not be less than 100% of the Fair Market Value of a share
of Common Stock on the date of grant of such SAR (or, if earlier, the date of grant of the option for which the SAR is exchanged or substituted).


 


Notwithstanding
the foregoing, in the case of an SAR that is a Substitute Award, the base price per share of the shares subject to such SAR may be less
than 100% of the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value
(as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate base price
thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction
giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company
or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate base price of such
shares.


 


(b) Exercise
Period and Exercisability. The period for the exercise of an SAR shall be determined by the Committee; provided, however,
that (i) no Tandem SAR shall be exercised later than the expiration, cancellation, forfeiture or other termination of the related
option and (ii) no Free-Standing SAR shall be exercised later than 10 years after its date of grant. The Committee may, in
its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an SAR or to the exercisability
of all or a portion of an SAR. The Committee shall determine whether an SAR may be exercised in cumulative or non-cumulative installments
and in part or in full at any time. An exercisable SAR, or portion thereof, may be exercised, in the case of a Tandem SAR, only with
respect to whole shares of Common Stock and, in the case of a Free-Standing SAR, only with respect to a whole number of SARs. If an SAR
is exercised for shares of Restricted Stock, a certificate or certificates representing such Restricted Stock shall be issued in accordance
with Section 3.2(c), or such shares shall be transferred to the holder in book entry form with restrictions on the shares
duly noted, and the holder of such Restricted Stock shall have such rights of a stockholder of the Company as determined pursuant to
Section 3.2(d). Prior to the exercise of a stock-settled SAR, the holder of such SAR shall have no rights as a stockholder
of the Company with respect to the shares of Common Stock subject to such SAR.


 


(c) Method
of Exercise. A Tandem SAR may be exercised (i) by giving written notice to the Company specifying the number of whole SARs which
are being exercised, (ii) by surrendering to the Company any options which are cancelled by reason of the exercise of the Tandem
SAR and (iii) by executing such documents as the Company may reasonably request. A Free-Standing SAR may be exercised (A) by
giving written notice to the Company specifying the whole number of SARs which are being exercised and (B) by executing such documents
as the Company may reasonably request. No shares of Common Stock shall be issued and no certificate representing Common Stock shall be
delivered until any withholding taxes thereon, as described in Section 5.5, have been paid (or arrangement made for such
payment to the Company’s satisfaction).


 



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2.3 Termination
of Employment or Service. All of the terms relating to the exercise, cancellation or other disposition of an option or SAR (i) upon
a termination of employment with or service to the Company of the holder of such option or SAR, as the case may be, whether by reason
of termination, resignation, disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence,
shall be determined by the Committee and set forth in the applicable Agreement.


 


2.4 Repricing.
The Committee shall have the discretion, without the approval of the stockholders of the Company, to (i) reduce the purchase price
or base price of any previously granted option or SAR, (ii) cancel any previously granted option or SAR in exchange for another
option or SAR with a lower purchase price or base price or (iii) cancel any previously granted option or SAR in exchange for cash
or another award if the purchase price of such option or the base price of such SAR exceeds the Fair Market Value of a share of Common
Stock on the date of such cancellation.


 


2.5 No
Dividend Equivalents. Notwithstanding anything in an Agreement to the contrary, the holder of an option or SAR shall not be entitled
to receive dividend equivalents with respect to the number of shares of Common Stock subject to such option or SAR.


 


III.
STOCK AWARDS


 


3.1 Stock
Awards. The Committee may, in its discretion, grant Stock Awards to such eligible persons as may be selected by the Committee. The
Agreement relating to a Stock Award shall specify whether the Stock Award is a Restricted Stock Award, a Restricted Stock Unit Award
or, in the case of an Other Stock Award, the type of award being granted.


 


3.2 Terms
of Restricted Stock Awards. Restricted Stock Awards shall be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.


 


(a) Number
of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Award and the Restriction Period, Performance
Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Award shall be determined by the Committee.


 


(b) Vesting
and Forfeiture. The Agreement relating to a Restricted Stock Award shall provide, in the manner determined by the Committee, in its
discretion, and subject to the provisions of this Plan, for the vesting of the shares of Common Stock subject to such award (i) if
the holder of such award remains continuously in the employment of the Company during the specified Restriction Period or (ii) if
specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares
of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment of the Company
during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified
Performance Period.


 



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(c) Stock
Issuance. During the Restriction Period, the shares of Restricted Stock shall be held by a custodian in book entry form with restrictions
on such shares duly noted or, alternatively, a certificate or certificates representing a Restricted Stock Award shall be registered
in the holder’s name and may bear a legend, in addition to any legend which may be required pursuant to Section 5.6,
indicating that the ownership of the shares of Common Stock represented by such certificate is subject to the restrictions, terms and
conditions of this Plan and the Agreement relating to the Restricted Stock Award. All such certificates shall be deposited with the Company,
together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee
of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common
Stock subject to the Restricted Stock Award in the event such award is forfeited in whole or in part. Upon termination of any applicable
Restriction Period (and the satisfaction or attainment of applicable Performance Measures), subject to the Company’s right to require
payment of any taxes in accordance with Section 5.5, the restrictions shall be removed from the requisite number of any shares
of Common Stock that are held in book entry form, and all certificates evidencing ownership of the requisite number of shares of Common
Stock shall be delivered to the holder of such award.


 


(d) Rights
with Respect to Restricted Stock Awards. Unless otherwise set forth in the Agreement relating to a Restricted Stock Award, and subject
to the terms and conditions of a Restricted Stock Award, the holder of such award shall have all rights as a stockholder of the Company,
including, but not limited to, voting rights, the right to receive dividends and the right to participate in any capital adjustment applicable
to all holders of Common Stock; provided, however, that a distribution or dividend with respect to shares of Common Stock,
including a regular cash dividend, shall be deposited with the Company and shall be subject to the same restrictions as the shares of
Common Stock with respect to which such distribution was made.


 


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


 


3.3 Terms
of Restricted Stock Unit Awards. Restricted Stock Unit Awards shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.


 


(b) Number
of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Unit Award, including the number of
shares that are earned upon the attainment of any specified Performance Measures, and the Restriction Period, Performance Period (if
any) and Performance Measures (if any) applicable to a Restricted Stock Unit Award shall be determined by the Committee.


 


(c) Vesting
and Forfeiture. The Agreement relating to a Restricted Stock Unit Award shall provide, in the manner determined by the Committee,
in its discretion, and subject to the provisions of this Plan, for the vesting of such Restricted Stock Unit Award (i) if the holder
of such award remains continuously in the employment of the Company during the specified Restriction Period or (ii) if specified
Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common
Stock subject to such award (x) if the holder of such award does not remain continuously in the employment of the Company during
the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance
Period.


 



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(d) Settlement
of Vested Restricted Stock Unit Awards. The Agreement relating to a Restricted Stock Unit Award shall specify (i) whether such
award may be settled in shares of Common Stock or cash or a combination thereof and (ii) whether the holder thereof shall be entitled
to receive, on a current or deferred basis, dividend equivalents, and, if determined by the Committee, interest on, or the deemed reinvestment
of, any deferred dividend equivalents, with respect to the number of shares of Common Stock subject to such award. Any dividend equivalents
with respect to Restricted Stock Units shall be subject to the same vesting conditions as the underlying awards. Prior to the settlement
of a Restricted Stock Unit Award, the holder of such award shall have no rights as a stockholder of the Company with respect to the shares
of Common Stock subject to such award.


 


3.4 Other
Stock Awards.  Subject to the limitations set forth in the Plan, the Committee is authorized to grant other awards that may
be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of Common Stock,
including without limitation shares of Common Stock granted as a bonus and not subject to any vesting conditions, dividend equivalents,
deferred stock units, stock purchase rights and shares of Common Stock issued in lieu of obligations of the Company to pay cash under
any compensatory plan or arrangement, subject to such terms as shall be determined by the Committee.  The Committee shall determine
the terms and conditions of such awards, which may include the right to elective deferral thereof, subject to such terms and conditions
as the Committee may specify in its discretion. Any distribution, dividend or dividend equivalents with respect to Other Stock Awards
shall be subject to the same vesting conditions as the underlying awards.


 


3.5 Termination
of Employment or Service. All of the terms relating to the satisfaction of Performance Measures and the termination of the Restriction
Period or Performance Period relating to a Stock Award, or any forfeiture and cancellation of such award (i) upon a termination
of employment with or service to the Company of the holder of such award, whether by reason of termination, resignation, disability,
retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and
set forth in the applicable Agreement.


 


IV.
PERFORMANCE AWARDS


 


4.1 Performance
Awards. The Committee may, in its discretion, grant Performance Awards to such eligible persons as may be selected by the Committee.


 


4.2 Terms
of Performance Awards. Performance Awards shall be subject to the following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.


 


(a) Value
of Performance Awards and Performance Measures. The method of determining the value of the Performance Award and the Performance
Measures and Performance Period applicable to a Performance Award shall be determined by the Committee.


 



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(b) Vesting
and Forfeiture. The Agreement relating to a Performance Award shall provide, in the manner determined by the Committee, in its discretion,
and subject to the provisions of this Plan, for the vesting of such Performance Award if the specified Performance Measures are satisfied
or met during the specified Performance Period and for the forfeiture of such award if the specified Performance Measures are not satisfied
or met during the specified Performance Period.


 


(c) Settlement
of Vested Performance Awards. The Agreement relating to a Performance Award shall specify whether such award may be settled in shares
of Common Stock (including shares of Restricted Stock) or cash or a combination thereof. If a Performance Award is settled in shares
of Restricted Stock, such shares of Restricted Stock shall be issued to the holder in book entry form or a certificate or certificates
representing such Restricted Stock shall be issued in accordance with Section 3.2(c) and the holder of such Restricted Stock
shall have such rights as a stockholder of the Company as determined pursuant to Section 3.2(d). Any dividends or dividend
equivalents with respect to a Performance Award shall be subject to the same vesting restrictions as such Performance Award. Prior to
the settlement of a Performance Award in shares of Common Stock, including Restricted Stock, the holder of such award shall have no rights
as a stockholder of the Company.


 


4.3 Termination
of Employment or Service. All of the terms relating to the satisfaction of Performance Measures and the termination of the Performance
Period relating to a Performance Award, or any forfeiture and cancellation of such award (i) upon a termination of employment with
or service to the Company of the holder of such award, whether by reason of termination, resignation, disability, retirement, death or
any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable
Agreement.


 


V.
GENERAL


 


5.1 Effective
Date and Term of Plan. This Plan shall be submitted to the stockholders of the Company for approval at a special meeting of stockholders
in 2021 and shall become effective as of the closing of the business combination consummated pursuant to the Agreement and Plan of Merger,
dated as of January 27, 2021, as amended by the First Amendment to Agreement and Plan of Merger dated as of February 25, 2021,
the Second Amendment to Agreement and Plan of Merger dated as of May 3, 2021, the Third Amendment to Agreement and Plan of Merger
dated as of June 14, 2021 and the Fourth Amendment to Agreement and Plan of Merger dated as of July 12, 2021, by and among  Property
Solutions Acquisition Corp., PSAC Merger Sub Ltd., and FF Intelligent Mobility Global Holdings Ltd. This Plan shall terminate on the
10th anniversary of the date on which the Plan was approved by stockholders, unless terminated earlier by the Board. Termination of this
Plan shall not affect the terms or conditions of any award granted prior to termination.


 


Awards
hereunder may be made at any time prior to the termination of this Plan, provided that no Incentive Stock Option may be granted later
than 10 years after the date on which the Plan was approved by the Board. In the event that this Plan is not approved by the stockholders
of the Company, this Plan and any awards hereunder shall be void and of no force or effect.


 



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5.2 Amendments.
The Board or, subject to applicable law, the Committee may amend, modify, or terminate this Plan or any Agreement as it shall deem advisable;
provided, however, that no amendment to the Plan or any Agreement shall be effective without the approval of the Company’s
stockholders if (i) stockholder approval is required by applicable law, rule or regulation, including any rule of the NASDAQ Capital
Market, or any other stock exchange on which the Common Stock is then traded, or (ii) such amendment seeks to modify the Non-Employee
Director compensation limit set forth in Section 1.3; provided further, that no amendment may materially impair the rights
of a holder of an outstanding award without the consent of such holder. Notwithstanding anything herein to the contrary, the Board may
amend the Plan or any Agreement at any time without the consent of a holder of an outstanding award to company with applicable law, including
Section 409A of the Code.


 


5.3 Agreement.
Each award under this Plan shall be evidenced by an Agreement setting forth the terms and conditions applicable to such award. No award
shall be valid until an Agreement is executed by the Company and, to the extent required by the Company, executed or electronically accepted
by the recipient of such award. Upon such execution or acceptance and delivery of the Agreement to the Company within the time period
specified by the Company, such award shall be effective as of the effective date set forth in the Agreement.


 


5.4 Non-Transferability.
No award shall be transferable other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures
approved by the Company or, to the extent expressly permitted in the Agreement relating to such award, to the holder’s family members,
a trust or entity established by the holder for estate planning purposes, a charitable organization designated by the holder or pursuant
to a domestic relations order, in each case, without consideration. Except to the extent permitted by the foregoing sentence or the Agreement
relating to an award, each award may be exercised or settled during the holder’s lifetime only by the holder or the holder’s
legal representative or similar person. Except as permitted by the second preceding sentence, no award may be sold, transferred, assigned,
pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment
or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any award, such
award and all rights thereunder shall immediately become null and void.


 


5.5 Tax
Withholding. The Company shall have the right to require, prior to the issuance or delivery of any shares of Common Stock or the
payment of any cash pursuant to an award made hereunder, payment by the holder of such award of any federal, state, local or other taxes
which may be required to be withheld or paid in connection with such award. An Agreement may provide that (i) the Company shall
withhold whole shares of Common Stock which would otherwise be delivered to a holder, having an aggregate Fair Market Value determined
as of the date the obligation to withhold or pay taxes arises in connection with an award (the “Tax Date”), or withhold
an amount of cash which would otherwise be payable to a holder, in the amount necessary to satisfy any such obligation or (ii) the
holder may satisfy any such obligation by any of the following means: (A) a cash or check payment to the Company; (B) delivery
(either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Common
Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation;
(C) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair
Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to a holder, in either case
equal to the amount necessary to satisfy any such obligation; (D) a cash payment by a broker-dealer acceptable to the Company to
whom the participant has submitted an irrevocable notice of exercise or sale, (E) such other methods permitted by applicable law, or
(F) a combination of the foregoing, in each case to the extent set forth in the Agreement relating to the award. Shares of Common
Stock to be delivered or withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum
statutory withholding rate (or, if permitted by the Company, such other rate as will not cause adverse accounting consequences under
the accounting rules then in effect, and is permitted under applicable Internal Revenue Service withholding rules). Any fraction of a
share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be
paid in cash by the holder.


 



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5.6 Restrictions
on Shares. Each award made hereunder shall be subject to the requirement that if at any time the Company determines that the listing,
registration or qualification of the shares of Common Stock subject to such award upon any securities exchange or under any law, or the
consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection
with, the delivery of shares thereunder, such shares shall not be delivered unless such listing, registration, qualification, consent,
approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company may
require that certificates evidencing shares of Common Stock delivered pursuant to any award made hereunder bear a legend indicating that
the sale, transfer or other disposition thereof by the holder is prohibited except in compliance with the Securities Act of 1933, as
amended, and the rules and regulations thereunder.


 


5.7 Adjustment.
In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification
Topic 718, Compensation — Stock Compensation or any successor or replacement accounting standard) that causes the per share value
of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary
cash dividend, the number and class of securities available under this Plan, the terms of each outstanding option and SAR (including
the number and class of securities subject to each outstanding option or SAR and the purchase price or base price per share), the terms
of each outstanding Stock Award (including the number and class of securities subject thereto), and the terms of each outstanding Performance
Award (including the number and class of securities subject thereto, if applicable), shall be appropriately adjusted by the Committee,
such adjustments to be made in the case of outstanding options and SARs in accordance with Section 409A of the Code. In the event
of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation
of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable
by the Committee to prevent dilution or enlargement of rights of participants. In either case, the decision of the Committee regarding
any such adjustment shall be final, binding and conclusive.


 



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5.8 Change
in Control.


 


(a) Subject
to the terms of the applicable Agreements, in the event of a “Change in Control,” the Board, as constituted prior to the
Change in Control, may, in its discretion:


 


(1)   require that (i) some or all outstanding options and SARs shall become exercisable in full or in part, either immediately or upon
a subsequent termination of employment, (ii) the Restriction Period applicable to some or all outstanding Stock Awards shall lapse
in full or in part, either immediately or upon a subsequent termination of employment, (iii) the Performance Period applicable to
some or all outstanding awards shall lapse in full or in part, and (iv) the Performance Measures applicable to some or all outstanding
awards shall be deemed to be satisfied at the target, maximum or any other level;


 


(2)   require that shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such
Change in Control (or a parent corporation thereof) or other property be substituted for some or all of the shares of Common Stock subject
to an outstanding award, with an appropriate and equitable adjustment to such award as determined by the Board in accordance with Section 5.7;
and/or


 


(3)   require outstanding awards, in whole or in part, to be surrendered to the Company by the holder, and to be immediately cancelled by the
Company, and to provide for the holder to receive (i) a cash payment in an amount equal to (A) in the case of an option or
an SAR, the aggregate number of shares of Common Stock then subject to the portion of such option or SAR surrendered, whether or not
vested or exercisable, multiplied by the excess, if any, of the Fair Market Value of a share of Common Stock as of the date of the Change
in Control, over the purchase price or base price per share of Common Stock subject to such option or SAR; provided, however,
that if the purchase price or base price per share of Common Stock subject to such option or SAR exceeds the Fair Market Value of a share
of Common Stock as of the date of the Change in Control, such option or SAR may be cancelled for no consideration, (B) in the case
of a Stock Award or a Performance Award denominated in shares of Common Stock, the number of shares of Common Stock then subject to the
portion of such award surrendered to the extent the Performance Measures applicable to such award have been satisfied or are deemed satisfied
pursuant to Section 5.8(a)(i), whether or not vested, multiplied by the Fair Market Value of a share of Common Stock as of
the date of the Change in Control, and (C) in the case of a Performance Award denominated in cash, the value of the Performance
Award then subject to the portion of such award surrendered to the extent the Performance Measures applicable to such award have been
satisfied or are deemed satisfied pursuant to Section 5.8(a)(i); (ii) shares of capital stock of the corporation resulting
from or succeeding to the business of the Company pursuant to such Change in Control (or a parent corporation thereof) or other property,
having a fair market value not less than the amount determined under clause (i) above; or (iii) a combination of the payment
of cash pursuant to clause (i) above and the issuance of shares or other property pursuant to clause (ii) above.


 






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(b) For
purposes of this Plan, a “Change in Control” shall be deemed to have occurred under the following circumstances:


 


(1)  
Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or
more than one person acting as a group (“Person”), acquires ownership of the shares of the Company that, together
with the shares held by such Person, constitutes more than fifty percent (50%) of the total voting power of the shares of the Company
(an “Acquisition”); provided, however, that for purposes of this subsection, the acquisition of additional
shares by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the shares of the Company
will not be considered an Acquisition; provided, further, that any change in the ownership of the shares of the Company
as a result of a private financing of the Company that is approved by the Board also will not be considered an Acquisition. Further,
if the members of the Company immediately before such change in ownership continue to retain immediately after the change in ownership,
in substantially the same proportions as their ownership of shares of the Company's voting shares immediately prior to the change in
ownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the shares of the Company
or of the ultimate parent entity of the Company, such event shall not be considered an Acquisition under this Section 5.8(b)(1).
For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting
securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through
one or more subsidiary corporations or other business entities;


 


(2)   Change in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the
Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced
during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board
prior to the date of the appointment or election. For purposes of this Section 5.8(b)(2), if any Person is considered to be in
effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered an Acquisition;


 


(3)   Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion
of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period
ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market
value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately
prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will
not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is
controlled by the Company’s members immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a member
of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s shares, an entity, fifty
percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that
owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding shares of the Company,
or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person
described in this subsection (b)(3). For purposes of this Section 5.8(b)(3), gross fair market value means the value of the assets
of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.


 






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provided,
that with respect to any nonqualified deferred compensation that becomes payable on account of the Change in Control, the transaction
or event described in clause (1), (2) or (3) also constitutes a “change in control event,” as defined in Treasury Regulation
§1.409A-3(i)(5) if required in order for the payment not to violate Section 409A of the Code.


 


For
purposes of this Section 5.8, persons will be considered to be acting as a group if they are owners of a corporation that enters
into a merger, consolidation, purchase or acquisition of shares, or similar business transaction with the Company.


 


Further
and for the avoidance of doubt, the following transactions will not constitute an Acquisition: (i) a transaction if its sole purpose
is to change the jurisdiction of the Company’s incorporation; (ii) a transaction if its sole purpose is to create a holding company
that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such
transaction or (iii) an acquisition of additional voting power of shares held by FF Top Holding LLC, a Delaware limited liability company,
as a result of the increase in voting power attributed to a share of Class B common stock, par value $ 0.0001 per share, of the Company,
following the occurrence of a qualifying equity market capitalization of the Company in accordance with the Company’s Second Amended
and Restated Certificate of Incorporation (as the same may be amended, restated or otherwise modified from time-to-time).


 


In
addition, a “Person,” as used in this Section 5.8, shall not include (w) the Company or any of its Affiliates;
(x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries; (y) an
underwriter temporarily holding securities pursuant to an offering of such securities; or (z) a corporation owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.


 


5.9 Deferrals.
The Committee may determine that the delivery of shares of Common Stock or the payment of cash, or a combination thereof, upon the
settlement of all or a portion of any award made hereunder shall be deferred, or the Committee may, in its sole discretion, approve deferral
elections made by holders of awards. Deferrals shall be for such periods and upon such terms as the Committee may determine in its sole
discretion, subject to the requirements of Section 409A of the Code.


 






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5.10 No
Right of Participation, Employment or Service. Unless otherwise set forth in an employment agreement, no person shall have any right
to participate in this Plan. Neither this Plan nor any award made hereunder shall confer upon any person any right to continued employment
by or service with the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any
Subsidiary or any affiliate of the Company to terminate the employment or service of any person at any time without liability hereunder.


 


5.11 Rights
as Stockholder. No person shall have any right as a stockholder of the Company with respect to any shares of Common Stock or other
equity security of the Company which is subject to an award hereunder unless and until such person becomes a stockholder of record with
respect to such shares of Common Stock or equity security.


 


5.12 Designation
of Beneficiary. To the extent permitted by the Company, a holder of an award may file with the Company a written designation of one
or more persons as such holder’s beneficiary or beneficiaries (both primary and contingent) in the event of the holder’s
death or incapacity. To the extent an outstanding option or SAR granted hereunder is exercisable, such beneficiary or beneficiaries shall
be entitled to exercise such option or SAR pursuant to procedures prescribed by the Company. Each beneficiary designation shall become
effective only when filed in writing with the Company during the holder’s lifetime on a form prescribed by the Company. The spouse
of a married holder domiciled in a community property jurisdiction shall join in any designation of a beneficiary other than such spouse.
The filing with the Company of a new beneficiary designation shall cancel all previously filed beneficiary designations. If a holder
fails to designate a beneficiary, or if all designated beneficiaries of a holder predecease the holder, then each outstanding award held
by such holder, to the extent vested or exercisable, shall be payable to or may be exercised by such holder’s executor, administrator,
legal representative or similar person.


 


5.13 Awards
Subject to Clawback. The awards granted under this Plan and any cash payment or shares of Common Stock delivered pursuant to such
an award are subject to forfeiture, recovery by the Company or other action pursuant to the applicable Agreement or any clawback or recoupment
policy which the Company may adopt from time to time, including without limitation any such policy which the Company may be required
to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as
otherwise required by law.


 


5.14 Section 409A.
This Plan is intended to comply with the applicable requirements of Section 409A of the Code and shall be limited, construed and
interpreted in accordance with such intent. To the extent that any award is subject to Section 409A of the Code, it shall be paid
in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance
issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding anything herein to the
contrary, any provision in this Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply
with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision shall be null
and void. The Company shall have no liability to a participant, or any other party, if an award 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 Committee or the Company and,
in the event that any amount or benefit under this Plan becomes subject to penalties under Section 409A of the Code, responsibility
for payment of such penalties shall rest solely with the affected participants and not with the Company. Notwithstanding any contrary
provision in this Plan or an Agreement, any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A
of the Code) that are otherwise required to be made under this Plan to a “specified employee” (as defined under Section 409A
of the Code) as a result of such employee’s separation from service (other than a payment that is not subject to Section 409A
of the Code) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death
of the specified employee) and shall instead be paid (in a manner set forth in the Agreement) upon expiration of such delay period.


 






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5.15 Data
Privacy. As a condition for receiving any award under the Plan, each participant explicitly and unambiguously consents to the collection,
use and transfer, in electronic or other form, of personal data as described in this Section 5.15 by and among the Company and
its Subsidiaries and affiliates exclusively for implementing, administering and managing the participant’s participation in the
Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a participant, including the participant’s
name, address and telephone number; birthdate; social security, insurance or other identification number; salary; nationality; job title(s);
any shares of Common Stock held in the Company or its Subsidiaries and affiliates; and award details, to implement, manage and administer
the Plan and awards (the “Data”). The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves
as necessary to implement, administer and manage a participant’s participation in the Plan, and the Company and its Subsidiaries
and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management.
These recipients may be located in the participant’s country, or elsewhere, and the participant’s country may have different
data privacy laws and protections than the recipients’ country. By accepting an award, each participant authorizes such recipients
to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the participant’s
participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the participant
may elect to deposit any shares of Common Stock. The Data related to a participant will be held only as long as necessary to implement,
administer, and manage the participant’s participation in the Plan. A participant may, at any time, view the Data that the Company
holds regarding such participant, request additional information about the storage and processing of the Data regarding such participant,
recommend any necessary corrections to the Data regarding the participant or refuse or withdraw the consents in this Section 5.15
in writing, without cost, by contacting the local human resources representative. The Company may cancel participant’s ability
to participate in the Plan and, in the Committee’s sole discretion, the participant may forfeit any outstanding awards if the participant
refuses or withdraws the consents in this Section 5.15. For more information on the consequences of refusing or withdrawing consent,
participants may contact their local human resources representative.


 


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


 


5.17 Prohibition
on Executive Officer Loans. Notwithstanding any other provision of the Plan to the contrary, no participant who is a director or
an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make
payment with respect to any awards granted under the Plan, or continue any extension of credit with respect to such payment, with a loan
from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.


 


5.18 Governing
Law. This Plan, each award hereunder and the related Agreement, and all determinations made and actions taken pursuant thereto,
to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of
Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.


 


5.19 Foreign
Employees. Without amending this Plan, the Committee may grant awards to eligible persons who are foreign nationals and/or reside
outside of the United States on such terms and conditions different from those specified in this Plan as may in the judgment of
the Committee be necessary or desirable to foster and promote achievement of the purposes of this Plan and, in furtherance of such purposes
the Committee may make such modifications, amendments, procedures, subplans and the like as may be necessary or advisable to comply with
provisions of laws in other countries or jurisdictions in which the Company or its Subsidiaries operates or has employees.


 


 


 


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