Exhibit 10.16


 


2021 STOCK OPTION AND INCENTIVE PLAN


FOR BERKSHIRE GREY, INC.


 


SECTION
1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS


 


The name of the plan is the
Berkshire Grey, Inc. 2021 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable
the officers, employees, Non-Employee Directors and Consultants of Berkshire Grey, Inc. (the “Company”) and its Affiliates
upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary
interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure
a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s
behalf and strengthening their desire to remain with the Company. Following the Effective Date, (i) the Company’s Amended and Restated
2013 Stock Option and Purchase Plan (the “Prior Plan”) shall terminate and no additional awards shall be issued thereunder,
and (ii) any awards then outstanding under such Prior Plan shall continue in accordance with their terms.


 


The following terms shall
be defined as set forth below:


 


“Act” means
the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


“Administrator”
means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation
committee and which is comprised of not less than two Non-Employee Directors who are independent.


 


“Affiliate”
means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in
Rule 405 of the Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary”
status is determined within the foregoing definition.


 


“Award”
or “Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive Stock
Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards,
Cash-Based Awards, and Dividend Equivalent Rights.


 


“Award Certificate”
means a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award
Certificate is subject to the terms and conditions of the Plan.


 


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


 


“Cash-Based Award”
means an Award entitling the recipient to receive a cash-denominated payment.


 






     


     


    

 


“Code”
means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.


 


“Consultant”
means a consultant or adviser who provides bona fide services to the Company or an Affiliate as an independent contractor and who
qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Act.


 


“Dividend Equivalent
Right” means an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares
of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by
the grantee.


 


“Effective Date”
means the Closing Date as defined in the Agreement and Plan of Merger by and among Revolution Acceleration Acquisition Corp, Pickup Merger
Corp and the Company, dated as of February 23, 2021.


 


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


 


“Fair Market Value”
of the Stock on any given date means the fair market value of the Stock determined in good faith by the Administrator; provided, however,
that if the Stock is listed on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), NASDAQ
Global Market, The New York Stock Exchange or another national securities exchange or traded on any established market, the determination
shall be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference
to the last date preceding such date for which there are market quotations.


 


“Incentive Stock
Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422
of the Code.


 


“Non-Employee Director”
means a member of the Board who is not also an employee of the Company or any Subsidiary.


 


“Non-Qualified Stock
Option” means any Stock Option that is not an Incentive Stock Option.


 


“Option”
or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.


 


“Restricted Shares”
means the shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture or the Company’s right
of repurchase.


 


“Restricted Stock
Award” means an Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at
the time of grant.


 


“Restricted Stock
Units” means an Award of stock units subject to such restrictions and conditions as the Administrator may determine at the time
of grant.


 






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“Sale Event”
shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity,
(ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding
stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity
interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction,
(iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other
transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least
a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other
than as a result of the acquisition of securities directly from the Company.


 


“Sale Price”
means the value as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share
of Stock pursuant to a Sale Event.


 


“Section 409A”
means Section 409A of the Code and the regulations and other guidance promulgated thereunder.


 


“Service Relationship”
means any relationship as an employee, director or Consultant of the Company or any Affiliate (e.g., a Service Relationship shall
be deemed to continue without interruption in the event an individual’s status changes from full-time employee to part-time employee
or Consultant).


 


“Stock”
means the Class A common stock, par value $0.0001 per share, of the Company, subject to adjustments pursuant to Section 3.


 


“Stock Appreciation
Right” means an Award entitling the recipient to receive shares of Stock (or cash, to the extent explicitly provided for in
the applicable Award Certificate) having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise over
the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation
Right shall have been exercised.


 


“Subsidiary”
means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly
or indirectly.


 


“Ten Percent Owner”
means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent
of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation.


 


“Unrestricted Stock
Award” means an Award of shares of Stock free of any restrictions.


 


SECTION
2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS


 


(a) Administration of Plan.
The Plan shall be administered by the Administrator.


 


(b) Powers of Administrator.
The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:


 


(i) to select the individuals
to whom Awards may from time to time be granted;


 






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(ii) to determine the time or
times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted
Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based Awards, and Dividend Equivalent Rights, or any combination
of the foregoing, granted to any one or more grantees;


 


(iii) to determine the number
of shares of Stock to be covered by any Award;


 


(iv) to determine and modify
from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms
and conditions may differ among individual Awards and grantees, and to approve the forms of Award Certificates;


 


(v) to accelerate at any time
the exercisability or vesting of all or any portion of any Award;


 


(vi) subject to the provisions
of Section 5(c), to extend at any time the period in which Stock Options may be exercised; and


 


(vii) at any time to adopt,
alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall
deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations
it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise
the administration of the Plan.


 


All decisions and interpretations
of the Administrator shall be binding on all persons, including the Company and Plan grantees.


 


(c) Delegation of Authority
to Grant Awards. Subject to applicable law, the Administrator, in its discretion, may delegate to a committee consisting of one or
more officers of the Company including the Chief Executive Officer of the Company all or part of the Administrator’s authority and
duties with respect to the granting of Awards to individuals who are (i) not subject to the reporting and other provisions of Section 16
of the Exchange Act and (ii) not members of the delegated committee. Any such delegation by the Administrator shall include a limitation
as to the amount of Stock underlying Awards that may be granted during the period of the delegation and shall contain guidelines as to
the determination of the exercise price and the vesting criteria. The Administrator may revoke or amend the terms of a delegation at any
time but such action shall not invalidate any prior actions of the Administrator’s delegate or delegates that were consistent with
the terms of the Plan.


 


(d) Award Certificate.
Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and limitations for each Award which
may include, without limitation, the term of an Award and the provisions applicable in the event employment or service terminates.


 






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(e) Indemnification.
Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with the Plan, and the members of the Board and the Administrator (and
any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss,
damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent
permitted by law and/or under the Company’s articles or bylaws or any directors’ and officers’ liability insurance coverage
which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.


 


(f) Foreign Award Recipients.
Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and
its Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator, in its sole discretion, shall
have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan; (ii) determine which individuals outside
the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to individuals outside
the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures,
to the extent the Administrator determines such actions to be necessary or advisable (and such subplans and/or modifications shall be
attached to this Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations
contained in Section 3(a) hereof; and (v) take any action, before or after an Award is made, that the Administrator determines to be necessary
or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing,
the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other
applicable United States securities law, the Code, or any other applicable United States governing statute or law.


 


SECTION
3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION


 


(a) Stock Issuable.
The maximum number of shares of Stock reserved and available for issuance under the Plan shall equal the sum of (i) 19,887,747 shares
(the “Initial Limit”), subject to adjustment as provided in this Section 3, plus (ii) the number of shares of Common Stock
which remain available for future grants under the Prior Plan as of immediately prior to approval of the Plan by the Company’s stockholders;
provided that on January 1, 2022 and each January 1 thereafter, the number of shares of Stock reserved and available for issuance under
the Plan shall be cumulatively increased by the lesser of (A) five percent of the number of shares of Stock issued and outstanding on
the immediately preceding December 31, and (B) such lower amount as determined in the Administrator’s discretion (the “Annual
Increase”). Subject to such overall limitation, the maximum aggregate number of shares of Stock that may be issued in the form of
Incentive Stock Options shall be ten times the Initial Limit. For purposes of the foregoing limitations, the shares of Stock underlying
any awards under the Plan and the Prior Plan that are forfeited, canceled or otherwise terminated (other than by exercise) shall be added
back to the shares of Stock available for issuance under the Plan and, to the extent permitted under Section 422 of the Code and the regulations
promulgated thereunder, the shares of Stock that may be issued as Incentive Stock Options. Notwithstanding the foregoing, the following
shares shall not be added to the shares authorized for grant under the Plan (i) shares tendered or held back upon exercise of an Option
or settlement of an Award to cover the exercise price or tax withholding, and (ii) shares subject to a Stock Appreciation Right that are
not issued in connection with the stock settlement of the Stock Appreciation Right upon exercise thereof. In the event the Company repurchases
shares of Stock on the open market, such shares shall not be added to the shares of Stock available for issuance under the Plan. The shares
available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.


 






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(b) Changes in Stock.
Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased
or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new
or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or
other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the
outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor entity (or a parent or subsidiary
thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number of shares reserved for issuance
under the Plan, including the maximum number of shares that may be issued in the form of Incentive Stock Options, (ii) the number and
kind of shares or other securities subject to any then outstanding Awards under the Plan, (iii) the repurchase price, if any, per share
subject to each outstanding Restricted Stock Award, and (iv) the exercise price for each share subject to any then outstanding Stock
Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied
by the number of shares subject to Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation
Rights remain exercisable. The Administrator shall also make equitable or proportionate adjustments in the number of shares subject to
outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than
in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator shall be final, binding and conclusive.
No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion
may make a cash payment in lieu of fractional shares.


 






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(c) Mergers and Other Transactions.
In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation of Awards
theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the successor entity or parent thereof,
with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall
agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution of Awards, upon the
effective time of the Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate. In such case, except as may be
otherwise provided in the relevant Award Certificate, all Options and Stock Appreciation Rights with time-based vesting conditions or
restrictions that are not vested and/or exercisable immediately prior to the effective time of the Sale Event shall become fully vested
and exercisable as of the effective time of the Sale Event, all other Awards with time-based vesting, conditions or restrictions shall
become fully vested and nonforfeitable as of the effective time of the Sale Event, and all Awards with conditions and restrictions relating
to the attainment of performance goals may become vested and nonforfeitable in connection with a Sale Event in the Administrator’s
discretion or to the extent specified in the relevant Award Certificate. In the event of such termination, (i) the Company shall have
the option (in its sole discretion) to make or provide for a payment, in cash or in kind, to the grantees holding Options and Stock Appreciation
Rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number
of shares of Stock subject to outstanding Options and Stock Appreciation Rights (to the extent then exercisable at prices not in excess
of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Stock Appreciation Rights (provided that,
in the case of an Option or Stock Appreciation Right with an exercise price equal to or greater than the Sale Price, such Option or Stock
Appreciation Right shall be cancelled for no consideration); or (ii) each grantee shall be permitted, within a specified period of time
prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Options and Stock Appreciation
Rights (to the extent then exercisable) held by such grantee. The Company shall also have the option (in its sole discretion) to make
or provide for a payment, in cash or in kind, to the grantees holding other Awards in an amount equal to the Sale Price multiplied by
the number of vested shares of Stock under such Awards.


 


(d) Maximum Awards to Non-Employee
Directors. Notwithstanding anything to the contrary in this Plan, the value of all Awards awarded under this Plan and all other cash
compensation paid by the Company to any Non-Employee Director in any calendar year shall not exceed $750,000, provided, however, that
such limit shall be $1,000,000 in any Non-Employee Director’s first year of service as a Non-Employee Director. For the purpose
of this limitation, the value of any Award shall be its grant date fair value, as determined in accordance with ASC 718 or successor provision
but excluding the impact of estimated forfeitures related to service-based vesting provisions.


 


SECTION
4. ELIGIBILITY


 


Grantees under the Plan will
be such employees, Non-Employee Directors or Consultants of the Company and its Affiliates as are selected from time to time by the Administrator
in its sole discretion; provided that Awards may not be granted to employees, Directors or Consultants who are providing services only
to any “parent” of the Company, as such term is defined in Rule 405 of the Act, unless (i) the stock underlying the Awards
is treated as “service recipient stock” under Section 409A or (ii) the Company has determined that such Awards are exempt
from or otherwise comply with Section 409A.


 


SECTION
5. STOCK OPTIONS


 


(a) Award of Stock Options.
The Administrator may grant Stock Options under the Plan. Any Stock Option granted under the Plan shall be in such form as the Administrator
may from time to time approve.


 


Stock Options granted under
the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees
of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code.
To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.


 






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Stock Options granted pursuant
to this Section 5 shall be subject to the following terms and conditions and shall contain such additional terms and conditions,
not inconsistent with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Stock Options
may be granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Administrator
may establish.


 


(b) Exercise Price.
The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be determined by the
Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. In the case of
an Incentive Stock Option that is granted to a Ten Percent Owner, the exercise price of such Incentive Stock Option shall be not less
than 110 percent of the Fair Market Value on the grant date. Notwithstanding the foregoing, Stock Options may be granted with an exercise
price per share that is less than 100 percent of the Fair Market Value on the date of grant (i) pursuant to a transaction described in,
and in a manner consistent with, Section 424(a) of the Code, (ii) to individuals who are not subject to U.S. income tax on the date of
grant or (iii) the Stock Option is otherwise compliant with Section 409A.


 


(c) Option Term. The
term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than ten years after the
date the Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock
Option shall be no more than five years from the date of grant.


 


(d) Exercisability; Rights
of a Stockholder. Stock Options shall become exercisable at such time or times, whether or not in installments, as shall be determined
by the Administrator at or after the grant date. The Administrator may at any time accelerate the exercisability of all or any portion
of any Stock Option. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option
and not as to unexercised Stock Options.


 


(e) Method of Exercise.
Stock Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the Company, specifying the
number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods except to the extent
otherwise provided in the Award Certificate:


 


(i) In cash, by certified or
bank check or other instrument acceptable to the Administrator;


 


(ii) Through the delivery (or
attestation to the ownership following such procedures as the Company may prescribe) of shares of Stock that are not then subject to restrictions
under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date;


 


(iii) By the optionee delivering
to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company
cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses to pay the
purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity
and other agreements as the Company shall prescribe as a condition of such payment procedure; or


 






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(iv) With respect to Stock Options
that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which the Company will reduce the number
of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate
exercise price.


 


Payment instruments will be received subject to
collection. The transfer to the optionee on the records of the Company or of the transfer agent of the shares of Stock to be purchased
pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance
with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements
contained in the Award Certificate or applicable provisions of laws (including the satisfaction of any withholding taxes that the Company
is obligated to withhold with respect to the optionee). In the event an optionee chooses to pay the purchase price by previously-owned
shares of Stock through the attestation method, the number of shares of Stock transferred to the optionee upon the exercise of the Stock
Option shall be net of the number of attested shares. In the event that the Company establishes, for itself or using the services of a
third party, an automated system for the exercise of Stock Options, such as a system using an internet website or interactive voice response,
then the paperless exercise of Stock Options may be permitted through the use of such an automated system.


 


(f) Annual Limit on Incentive
Stock Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options granted under
this Plan and any other plan of the Company or its parent and subsidiary corporations become exercisable for the first time by an optionee
during any calendar year shall not exceed $100,000. To the extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified
Stock Option.


 


SECTION
6. STOCK APPRECIATION RIGHTS


 


(a) Award of Stock Appreciation
Rights. The Administrator may grant Stock Appreciation Rights under the Plan. A Stock Appreciation Right is an Award entitling the
recipient to receive shares of Stock (or cash, to the extent explicitly provided for in the applicable Award Certificate) having a value
equal to the excess of the Fair Market Value of a share of Stock on the date of exercise over the exercise price of the Stock Appreciation
Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised.


 


(b) Exercise Price of Stock
Appreciation Rights. The exercise price of a Stock Appreciation Right shall not be less than 100 percent of the Fair Market Value
of the Stock on the date of grant.


 


(c) Grant and Exercise
of Stock Appreciation Rights. Stock Appreciation Rights may be granted by the Administrator independently of any Stock Option granted
pursuant to Section 5 of the Plan.


 






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(d) Terms and Conditions
of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined on the
date of grant by the Administrator. The term of a Stock Appreciation Right may not exceed ten years. The terms and conditions of each
such Award shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees.


 


SECTION
7. RESTRICTED STOCK AWARDS


 


(a) Nature of Restricted
Stock Awards. The Administrator may grant Restricted Stock Awards under the Plan. A Restricted Stock Award is any Award of Restricted
Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant. Conditions may be based on
continuing employment (or other Service Relationship) and/or achievement of pre-established performance goals and objectives.


 


(b) Rights as a Stockholder.
Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee shall have the rights of a stockholder
with respect to the voting of the Restricted Shares and receipt of dividends; provided that if the lapse of restrictions with respect
to the Restricted Stock Award is tied to the attainment of performance goals, any dividends paid by the Company during the performance
period shall accrue and shall not be paid to the grantee until and to the extent the performance goals are met with respect to the Restricted
Stock Award. Unless the Administrator shall otherwise determine, (i) uncertificated Restricted Shares shall be accompanied by a notation
on the records of the Company or the transfer agent to the effect that they are subject to forfeiture until such Restricted Shares are
vested as provided in Section 7(d) below, and (ii) certificated Restricted Shares shall remain in the possession of the Company until
such Restricted Shares are vested as provided in Section 7(d) below, and the grantee shall be required, as a condition of the grant,
to deliver to the Company such instruments of transfer as the Administrator may prescribe.


 


(c) Restrictions. Restricted
Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or
in the Restricted Stock Award Certificate. Except as may otherwise be provided by the Administrator either in the Award Certificate or,
subject to Section 16 below, in writing after the Award is issued, if a grantee’s employment (or other Service Relationship) with
the Company and its Subsidiaries terminates for any reason, any Restricted Shares that have not vested at the time of termination shall
automatically and without any requirement of notice to such grantee from or other action by or on behalf of, the Company be deemed to
have been reacquired by the Company at its original purchase price (if any) from such grantee or such grantee’s legal representative
simultaneously with such termination of employment (or other Service Relationship), and thereafter shall cease to represent any ownership
of the Company by the grantee or rights of the grantee as a stockholder. Following such deemed reacquisition of Restricted Shares that
are represented by physical certificates, a grantee shall surrender such certificates to the Company upon request without consideration.


 


(d) Vesting of Restricted
Shares. The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established performance
goals, objectives and other conditions on which the non-transferability of the Restricted Shares and the Company’s right of repurchase
or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives
and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Shares and shall be deemed “vested.”


 






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SECTION
8. RESTRICTED STOCK UNITS


 


(a) Nature of Restricted
Stock Units. The Administrator may grant Restricted Stock Units under the Plan. A Restricted Stock Unit is an Award of stock units
that may be settled in shares of Stock (or cash, to the extent explicitly provided for in the Award Certificate) upon the satisfaction
of such restrictions and conditions at the time of grant. Conditions may be based on continuing employment (or other Service Relationship)
and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award shall be determined
by the Administrator, and such terms and conditions may differ among individual Awards and grantees. Except in the case of Restricted
Stock Units with a deferred settlement date that complies with Section 409A, at the end of the vesting period, the Restricted Stock Units,
to the extent vested, shall be settled in the form of shares of Stock. Restricted Stock Units with deferred settlement dates are subject
to Section 409A and shall contain such additional terms and conditions as the Administrator shall determine in its sole discretion in
order to comply with the requirements of Section 409A.


 


(b) Election to Receive
Restricted Stock Units in Lieu of Compensation. The Administrator may, in its sole discretion, permit a grantee to elect to receive
a portion of future cash compensation otherwise due to such grantee in the form of an award of Restricted Stock Units. Any such election
shall be made in writing and shall be delivered to the Company no later than the date specified by the Administrator and in accordance
with Section 409A and such other rules and procedures established by the Administrator. Any such future cash compensation that the grantee
elects to defer shall be converted to a fixed number of Restricted Stock Units based on the Fair Market Value of Stock on the date the
compensation would otherwise have been paid to the grantee if such payment had not been deferred as provided herein. The Administrator
shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such limitations and
other terms and conditions thereon as the Administrator deems appropriate. Any Restricted Stock Units that are elected to be received
in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award Certificate.


 


(c) Rights as a Stockholder.
A grantee shall have the rights as a stockholder only as to shares of Stock acquired by the grantee upon settlement of Restricted Stock
Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the stock units underlying
his Restricted Stock Units, subject to the provisions of Section 11 and such terms and conditions as the Administrator may determine.


 


(d) Termination. Except
as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 16 below, in writing after
the Award is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the
grantee’s termination of employment (or cessation of Service Relationship) with the Company and its Subsidiaries for any reason.


 






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SECTION
9. UNRESTRICTED STOCK AWARDS


 


Grant or Sale of Unrestricted
Stock. The Administrator may grant an (or sell at par value or such higher purchase price determined by the Administrator) Unrestricted
Stock Award under the Plan. An Unrestricted Stock Award is an Award pursuant to which the grantee may receive shares of Stock free of
any restrictions under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration, or
in lieu of cash compensation due to such grantee.


 


SECTION
10. CASH-BASED AWARDS


 


Grant of Cash-Based Awards.
The Administrator may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles the grantee to a payment in
cash upon the attainment of specified performance goals. The Administrator shall determine the maximum duration of the Cash-Based Award,
the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become vested or payable,
and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount,
formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award shall be made in accordance
with the terms of the Award and may be made in cash.


 


SECTION
11. DIVIDEND EQUIVALENT RIGHTS


 


(a) Dividend Equivalent
Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an Award entitling the
grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent
Right (or other Award to which it relates) if such shares had been issued to the grantee. A Dividend Equivalent Right may be granted hereunder
to any grantee as a component of an award of Restricted Stock Units or as a freestanding award. The terms and conditions of Dividend Equivalent
Rights shall be specified in the Award Certificate. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be
paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents. Any
such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend reinvestment
plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock or a combination thereof,
in a single installment or installments. A Dividend Equivalent Right granted as a component of an Award of Restricted Stock Units shall
provide that such Dividend Equivalent Right shall be settled only upon settlement or payment of, or lapse of restrictions on, such other
Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award.


 


(b) Termination. Except
as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 16 below, in writing after
the Award is issued, a grantee’s rights in all Dividend Equivalent Rights shall automatically terminate upon the grantee’s
termination of employment (or cessation of Service Relationship) with the Company and its Subsidiaries for any reason.


 






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SECTION
12. Transferability of Awards


 


(a) Transferability.
Except as provided in Section 12(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only by the
grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards shall be
sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of descent and distribution
or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind,
and any purported transfer in violation hereof shall be null and void.


 


(b) Administrator Action.
Notwithstanding Section 12(a), the Administrator, in its discretion, may provide either in the Award Certificate regarding a given
Award or by subsequent written approval that the grantee (who is an employee or director) may transfer his or her Non-Qualified Stock
Options to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships in which such family
members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions
of this Plan and the applicable Award. In no event may an Award be transferred by a grantee for value.


 


(c) Family Member.
For purposes of Section 12(b), “family member” shall mean a grantee’s child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than a tenant of the grantee),
a trust in which these persons (or the grantee) have more than 50 percent of the beneficial interest, a foundation in which these persons
(or the grantee) control the management of assets, and any other entity in which these persons (or the grantee) own more than 50 percent
of the voting interests.


 


(d) Designation of Beneficiary.
To the extent permitted by the Company, each grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries
to exercise any Award or receive any payment under any Award payable on or after the grantee’s death. Any such designation shall
be on a form provided for that purpose by the Administrator and shall not be effective until received by the Administrator. If no beneficiary
has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the
grantee’s estate.


 


SECTION
13. TAX WITHHOLDING


 


(a) Payment by Grantee.
Each grantee shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first
becomes includable in the gross income of the grantee for Federal income tax purposes, pay to the Company, or make arrangements satisfactory
to the Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company
with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such
taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver evidence of book entry (or
stock certificates) to any grantee is subject to and conditioned on tax withholding obligations being satisfied by the grantee.


 






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(b) Payment in Stock.
The Administrator may require the Company’s tax withholding obligation to be satisfied, in whole or in part, by the Company withholding
from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding
is effected) that would satisfy the withholding amount due; provided, however, that the amount withheld does not exceed the maximum statutory
tax rate or such lesser amount as is necessary to avoid liability accounting treatment. For purposes of share withholding, the Fair Market
Value of withheld shares shall be determined in the same manner as the value of Stock includible in income of the grantees. The Administrator
may also require the Company’s tax withholding obligation to be satisfied, in whole or in part, by an arrangement whereby a certain
number of shares of Stock issued pursuant to any Award are immediately sold and proceeds from such sale are remitted to the Company in
an amount that would satisfy the withholding amount due.


 


SECTION
14. Section 409A awards


 


Awards are intended to be
exempt from Section 409A to the greatest extent possible and to otherwise comply with Section 409A. The Plan and all Awards shall be interpreted
in accordance with such intent. To the extent that any Award is determined to constitute “nonqualified deferred compensation”
within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such additional rules and requirements
as specified by the Administrator from time to time in order to comply with Section 409A. In this regard, if any amount under a 409A Award
is payable upon a “separation from service” (within the meaning of Section 409A) to a grantee who is then considered a “specified
employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i)
six months and one day after the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such
delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section
409A. Further, the settlement of any 409A Award may not be accelerated except to the extent permitted by Section 409A.


 


SECTION
15. TERMINATION OF SERVICE RELATIONSHIP, TRANSFER, LEAVE OF ABSENCE, ETC.


 


(a) Termination of Service
Relationship. If the grantee’s Service Relationship is with an Affiliate and such Affiliate ceases to be an Affiliate, the grantee
shall be deemed to have terminated his or her Service Relationship for purposes of the Plan.


 


(b) For purposes of the Plan,
the following events shall not be deemed a termination of a Service Relationship:


 


(i) a transfer to the employment
of the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate to another; or


 


(ii) an approved leave of absence
for military service or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is
guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator
otherwise so provides in writing.


 






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SECTION
16. AMENDMENTS AND TERMINATION


 


The Board may, at any time,
amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying
changes in law or for any other lawful purpose, but no such action shall materially and adversely affect rights under any outstanding
Award without the holder’s consent. Except as provided in Section 3(b) or 3(c), without prior stockholder approval, in no event
may the Administrator exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or
effect repricing through cancellation and re-grants or cancellation of Stock Options or Stock Appreciation Rights in exchange for cash
or other Awards. To the extent required under the rules of any securities exchange or market system on which the Stock is listed, to the
extent determined by the Administrator to be required by the Code to ensure that Incentive Stock Options granted under the Plan are qualified
under Section 422 of the Code, Plan amendments shall be subject to approval by Company stockholders. Nothing in this Section 16
shall limit the Administrator’s authority to take any action permitted pursuant to Section 3(b) or 3(c).


 


SECTION
17. STATUS OF PLAN


 


With respect to the portion
of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall
have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in
connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements
to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence
of such trusts or other arrangements is consistent with the foregoing sentence.


 


SECTION
18. GENERAL PROVISIONS


 


(a) No Distribution.
The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree with the Company in writing that
such person is acquiring the shares without a view to distribution thereof.


 






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(b) Issuance of Stock.
To the extent certificated, stock certificates to grantees under this Plan shall be deemed delivered for all purposes when the Company
or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the
grantee’s last known address on file with the Company. Uncertificated Stock shall be deemed delivered for all purposes when the
Company or a Stock transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United
States mail, addressed to the grantee, at the grantee’s last known address on file with the Company, notice of issuance and recorded
the issuance in its records (which may include electronic “book entry” records). Notwithstanding anything herein to the contrary,
the Company shall not be required to issue or deliver any evidence of book entry or certificates evidencing shares of Stock pursuant to
the exercise or settlement of any Award, unless and until the Administrator has determined, with advice of counsel (to the extent the
Administrator deems such advice necessary or advisable), that the issuance and delivery is in compliance with all applicable laws, regulations
of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Stock are listed, quoted or traded.
Any Stock issued pursuant to the Plan shall be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary
or advisable to comply with federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on which the
Stock is listed, quoted or traded. The Administrator may place legends on any Stock certificate or notations on any book entry to reference
restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Administrator may require that an individual
make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems necessary or advisable
in order to comply with any such laws, regulations, or requirements. The Administrator shall have the right to require any individual
to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation,
as may be imposed in the discretion of the Administrator.


 


(c) Stockholder Rights.
Until Stock is deemed delivered in accordance with Section 18(b), no right to vote or receive dividends or any other rights of a stockholder
will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding the exercise of a Stock Option or
any other action by the grantee with respect to an Award.


 


(d) Other Compensation
Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation
arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption
of this Plan and the grant of Awards do not confer upon any employee any right to continued employment with the Company or any Subsidiary.


 


(e) Trading Policy Restrictions.
Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policies and procedures, as in
effect from time to time.


 


(f) Clawback Policy.
Awards under the Plan shall be subject to the Company’s clawback policy, as in effect from time to time.


 


SECTION
19. EFFECTIVE DATE OF PLAN


 


This Plan shall become effective
upon the Effective Date and will be subject to stockholder approval in accordance with applicable state law, the Company’s bylaws
and articles of incorporation, and applicable stock exchange rules. No grants of Stock Options and other Awards may be made hereunder
after the tenth anniversary of the Effective Date and no grants of Incentive Stock Options may be made hereunder after the tenth anniversary
of the date the Plan is approved by the Board.


 






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SECTION
20. GOVERNING LAW


 


This Plan and all Awards and
actions taken thereunder shall be governed by, and construed in accordance with, the General Corporation Law of the State of Delaware
as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal
laws of the State of Delaware, applied without regard to conflict of law principles.


 


	DATE APPROVED BY BOARD OF DIRECTORS:	June 24, 2021
	 	 
	DATE APPROVED BY STOCKHOLDERS:	July 20, 2021


 


 


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