Exhibit 10.11


 


Cognition
THERAPEUTICS, INC.


 


2021
EQUITY INCENTIVE PLAN


 


Section 1.           Purpose;
Definitions. The purposes of the Cognition Therapeutics, Inc. 2021 Equity Incentive
Plan (as amended from time to time, the “Plan”) are to: (a) enable Cognition Therapeutics, Inc. (the “Company”)
and its affiliated companies to recruit and retain highly qualified employees, directors and consultants; (b) provide those employees,
directors and consultants with an incentive for productivity; and (c) provide those employees, directors and consultants with an
opportunity to share in the growth and value of the Company.


 


For purposes of the Plan, the following terms will
have the meanings defined below, unless the context clearly requires a different meaning:


 


(a)            “Affiliate”
means, with respect to a Person, a Person that directly or indirectly controls, is controlled by, or is under common control with such
Person.


 


(b)            “Applicable
Law” means the legal requirements relating to the administration of and issuance of securities under stock incentive plans,
including, without limitation, the requirements of state corporations law, federal, state and foreign securities law, federal, state and
foreign tax law, and the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted.


 


(c)            “Award”
means an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units or Cash or Other Stock Based Awards made
under this Plan.


 


(d)            “Award
Agreement” means, with respect to any particular Award, the written document that sets forth the terms of that particular Award.


 


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


 


(f)            “Cash
or Other Stock Based Award” means an award that is granted under Section 10.


 


(g)            “Cause”
means (i) the Participant’s refusal to comply with any lawful directive or policy of the Company which refusal is not cured
by the Participant within ten (10) days of such written notice from the Company; (ii) the Company’s determination that
the Participant has committed any act of dishonesty, embezzlement, unauthorized use or disclosure of confidential information or other
intellectual property or trade secrets, common law fraud or other fraud against the Company or any Subsidiary or Affiliate; (iii) a
material breach by the Participant of any written agreement with or any fiduciary duty owed to any Company or any Subsidiary or Affiliate;
(iv) the Participant’s conviction (or the entry of a plea of a nolo contendere or equivalent plea) of a felony or any misdemeanor
involving material dishonesty or moral turpitude; or (v) the Participant’s habitual or repeated misuse of, or habitual or repeated
performance of Participant’s duties under the influence of, alcohol, illegally obtained prescription controlled substances or non-prescription
controlled substances. Notwithstanding the foregoing, if a Participant and the Company (or any of its Affiliates) have entered into an
employment agreement, consulting agreement or other similar agreement that specifically defines “cause,” then with respect
to such Participant, “Cause” shall have the meaning defined in such other agreement.


 






     


     


    

 


(h)            “Change
in Control” shall mean the occurrence of any of the following events: (i) any “person” (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total power to vote for
the election of directors of the Company; (ii) during any twelve month period, individuals who at the beginning of such period constitute
the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect
a transaction described in Section 1(h)(i), Section 1(h)(iii), Section 1(h)(iv) or Section 1(h)(v) hereof)
whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority
of the directors then still in office who either were directors at the beginning of the period of whose election or nomination for election
was previously approved, cease for any reason to constitute a majority thereof; (iii) the merger or consolidation of the Company
with another corporation where the stockholders of the Company, immediately prior to the merger or consolidation, will not beneficially
own, immediately after the merger or consolidation, shares entitling such stockholders to 50% or more of all votes to which all stockholders
of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock
to elect directors by a separate class vote); (iv) the sale or other disposition of all or substantially all of the assets of the
Company; (v) a liquidation or dissolution of the Company; or (vi) such other event deemed to constitute a “Change in Control”
by the Board.


 


Notwithstanding anything in the Plan or an Award
Agreement to the contrary, to the extent necessary to comply with Section 409A of the Code, no event that, but for the application
of this paragraph, would be a Change in Control as defined in the Plan or the Award Agreement, as applicable, shall be a Change in Control
unless such event is also a “change in control event” as defined in Section 409A of the Code.


 


(i)            “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.


 


(j)            “Committee”
means the committee designated by the Board to administer the Plan under Section 2. To the extent required under Applicable
Law, the Committee shall have at least two members and each member of the Committee shall be a Non-Employee Director.


 


(k)            “Director”
means a member of the Board.


 


(l)            “Disability”
means a condition rendering a Participant Disabled.


 






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(m)            “Disabled”
will have the same meaning as set forth in Section 22(e)(3) of the Code.


 


(n)            “Effective
Time” has the meaning defined below in Section 18.


 


(o)            “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(p)            “Fair
Market Value” means, as of any date, the value of a Share determined as follows: (i) if the Shares are listed on any established
stock exchange or a national market system, including, without limitation, the Nasdaq Global Market, the Fair Market Value of a Share
will be the closing sales price for such stock as quoted on that system or exchange (or the system or exchange with the greatest volume
of trading in Shares) at the close of regular hours trading on the day of determination; (ii) if the Shares are regularly quoted
by recognized securities dealers but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high
bid and low asked prices for Shares at the close of regular hours trading on the day of determination; or (iii) if Shares are not
traded as set forth above, the Fair Market Value will be determined in good faith by the Committee taking into consideration such factors
as the Committee considers appropriate, such determination by the Committee to be final, conclusive and binding. Notwithstanding the foregoing,
(1) with respect to any Award that is effective upon the execution of an underwriting agreement with respect to the Company’s
initial public offering of Shares, the Fair Market Value shall mean the initial public offering price of a Share as set forth in that
underwriting agreement or (2) in connection with a Change in Control, Fair Market Value shall be determined in good faith by the
Committee, such determination by the Committee to be final conclusive and binding.


 


(q)            “Incentive
Stock Option” means any Option intended to be an “Incentive Stock Option” within the meaning of Section 422
of the Code.


 


(r)            “Non-Employee
Director” will have the meaning set forth in Rule 16b-3(b)(3)(i) promulgated by the Securities and Exchange Commission
under the Exchange Act, or any successor definition adopted by the Securities and Exchange Commission.


 


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


 


(t)            “Option”
means any option to purchase Shares (including an option to purchase Restricted Stock, if the Committee so determines) granted pursuant
to Section 5 hereof.


 


(u)            “Parent”
means, in respect of the Company, a “parent corporation” as defined in Section 424(e) of the Code.


 


(v)            “Participant”
means an employee, consultant, Director, or other service provider of or to the Company or any of its respective Affiliates to whom an
Award is granted.


 


(w)            “Person”
means an individual, partnership, corporation, limited liability company, trust, joint venture, unincorporated association, or other entity
or association.


 






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(x)            “Restricted
Stock” means Shares that are subject to restrictions pursuant to Section 8 hereof.


 


(y)            “Restricted
Stock Unit” means a right granted under and subject to restrictions pursuant to Section 9 hereof.


 


(z)            “Shares”
means shares of the Company’s common stock, par value $.001, subject to substitution or adjustment as provided in Section 3(e) hereof.


 


(aa)           “Stock
Appreciation Right” means a right granted under and subject to Section 6 hereof.


 


(bb)          “Subsidiary”
means, in respect of the Company, a subsidiary company as defined in Sections 424(f) and (g) of the Code.


 


Section 2.           Administration.
The Plan shall be administered by the Committee; provided that, notwithstanding anything to the contrary herein, in its sole discretion,
the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan except with respect
to matters which under Applicable Law are required to be determined in the sole discretion of the Committee. Any action of the Committee
in administering the Plan shall be final, conclusive and binding on all persons, including the Company, its Subsidiaries, Affiliates,
their respective employees, the Participants, persons claiming rights from or through Participants and stockholders of the Company.


 


The Committee will have full authority to grant Awards
under this Plan and determine the terms of such Awards. Such authority will include the right to:


 


(a)            select
the individuals to whom Awards are granted (consistent with the eligibility conditions set forth in Section 4);


 


(b)            determine
the type of Award to be granted;


 


(c)            determine
the number of Shares, if any, to be covered by each Award;


 


(d)            establish
the other terms and conditions of each Award;


 


(e)            approve
forms of agreements (including Award Agreements) for use under the Plan; and


 


(f)            modify
or amend each Award, subject to the Participant’s consent if such modification or amendment would materially impair such Participant’s
rights.


 


The Committee will have the authority to adopt, alter
and repeal such administrative rules, guidelines and practices governing the Plan as it, from time to time, deems advisable; to interpret
the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement); and to otherwise take any action that
may be necessary or desirable to facilitate the administration of the Plan. The Committee may correct any defect, supply any omission
or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the extent it deems necessary to carry out the
intent of the Plan.


 






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To the extent permitted by Applicable Law, the Committee
may delegate to one or more officers of the Company the authority to grant Awards to Participants who are not subject to the requirements
of Section 16 of the Exchange Act and the rules and regulations thereunder. The Committee may revoke any such allocation or
delegation at any time for any reason with or without prior notice.


 


No Director will be liable for any good faith determination,
act or omission in connection with the Plan or any Award.


 


Section 3.           Shares
Subject to the Plan.


 


(a)            Shares
Subject to the Plan. Subject to adjustment as provided in this Section 3(a), Section 3(d), and in Section 3(e) of
the Plan, the maximum number of Shares that may be issued in respect of Awards under the Plan is the sum of: (i) ______1
Shares and (ii) an annual increase on January 1, 2022 and each anniversary of such date thereafter prior to the termination
of the Plan, equal to the lesser of (A)  5 % of the Shares issued and outstanding on the last day of the immediately preceding
fiscal year and (B) such smaller number of Shares as determined by the Board (collectively, the “Plan Limit”).
If any award granted under either the Cognition Therapeutics, Inc. 2017 Equity Incentive Plan, as amended, or the Cognition Therapeutics, Inc.
Amended and Restated 2007 Equity Incentive Plan (each a “Prior Plan”), expires, terminates, is canceled or is forfeited
for any reason after the Effective Time, the Shares subject to that award will be added to the Plan Limit and become available for issuance
hereunder, provided that the number of Shares added to the Plan Limit pursuant to this sentence and the second sentence of Section 3(d) below
(relating to Shares withheld in satisfaction of the exercise price or tax withholding obligations associated with Prior Plan awards)
will not exceed ______2. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued Shares or
treasury shares. Any Shares issued by the Company through the assumption or substitution of outstanding grants in connection with the
acquisition of another entity shall not reduce the maximum number of Shares available for delivery under the Plan.


 


(b)            Incentive
Stock Option Limit. Subject to adjustment as provided in Section 3(e) of the Plan, the maximum aggregate number
of Shares that may be issued under the Plan in respect of Incentive Stock Options is ______3.


 


(c)            Effect
of the Expiration or Termination of Awards. If and to the extent that an Option or a Stock Appreciation Right expires, terminates
or is canceled or forfeited for any reason without having been exercised in full, the Shares associated with that Award will again become
available for grant under the Plan. Similarly, if and to the extent an Award of Restricted Stock or Restricted Stock Units is canceled
or forfeited for any reason, the Shares subject to that Award will again become available for grant under the Plan.


 


(d)            Shares
Withheld in Satisfaction of Taxes or Exercise Price. Shares withheld in settlement of a tax withholding obligation associated with
an Award, or in satisfaction of the exercise price payable upon exercise of an Option, will again become available for grant under the
Plan. Similarly, Shares withheld following the Effective Time in settlement of a tax withholding obligation associated with an award granted
under the Prior Plans, or in satisfaction of the exercise price payable upon exercise of an option granted under the Prior Plans, will
be added to the Plan Limit and become available for issuance hereunder.


 





 



1
Initial share reserve will be 12% of the total shares outstanding at the closing of the initial public offering.


2 Total
number of shares underlying 2007 Plan and 2017 Plan awards that may be recycled into the 2021 Plan will be the number of shares underlying
2007 Plan and 2017 Plan awards as of the effective date of the 2021 Plan.


3
Total number of shares issuable as Incentive Stock Options will be 3x the initial share reserve.


 






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(e)            Other
Adjustment. In the event of any corporate event or transaction such as a merger, consolidation, reorganization, recapitalization,
stock split, reverse stock split, split up, spin-off, combination of shares, exchange of shares, stock dividend, dividend in kind, or
other like change in capital structure (other than ordinary cash dividends) to stockholders of the Company, or other similar corporate
event or transaction affecting the Shares, the Committee, to prevent dilution or enlargement of Participants’ rights under the Plan,
shall, in such manner as it deems equitable, substitute or adjust, in its sole discretion, the number and kind of shares that may be issued
under the Plan or under any outstanding Awards, the number and kind of shares subject to outstanding Awards, the exercise price, grant
price or purchase price applicable to outstanding Awards, and/or any other affected terms and conditions of this Plan or outstanding Awards.


 


(f)            Change
in Control. Notwithstanding anything to the contrary set forth in the Plan, upon or in anticipation of any Change in Control, the
Committee may, in its sole and absolute discretion and without the need for the consent of any Participant, take one or more of the following
actions contingent upon the occurrence of that Change in Control:


 


(i)            cause
any or all outstanding Awards to become vested and immediately exercisable (as applicable), in whole or in part;


 


(ii)            cause
any outstanding Option or Stock Appreciation Right to become fully vested and immediately exercisable for a reasonable period in advance
of the Change in Control and, to the extent not exercised prior to that Change in Control, cancel that Option or Stock Appreciation Right
upon closing of the Change in Control;


 


(iii)            cancel
any unvested Award or unvested portion thereof, with or without consideration;


 


(iv)            cancel
any Award in exchange for a substitute award;


 


(v)            redeem
any Restricted Stock or Restricted Stock Unit for cash and/or other substitute consideration with value equal to the Fair Market Value
of an unrestricted Share on the date of the Change in Control;


 


(vi)            cancel
any Option or Stock Appreciation Right in exchange for cash and/or other substitute consideration with a value equal to: (A) the
number of Shares subject to that Option or Stock Appreciation Right, multiplied by (B) the difference, if any, between the Fair
Market Value on the date of the Change in Control and the exercise price of that Option or the base price of the Stock Appreciation Right;
provided, that if the Fair Market Value on the date of the Change in Control does not exceed the exercise price of any such Option
or the base price of any such Stock Appreciation Right, the Committee may cancel that Option or Stock Appreciation Right without any
payment of consideration therefor; and/or


 






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(vii)            take
such other action as the Committee determines to be appropriate under the circumstances.


 


In the discretion of the Committee, any cash or substitute
consideration payable upon cancellation of an Award may be subjected to (i) vesting terms substantially identical to those that applied
to the cancelled Award immediately prior to the Change in Control, or (ii) earn-out, escrow, holdback or similar arrangements, to
the extent such arrangements are applicable to any consideration paid to stockholders in connection with the Change in Control.


 


Notwithstanding any provision of this Section 3(f),
in the case of any Award subject to Section 409A of the Code, the Committee shall only be permitted to take actions under this Section 3(f) to
the extent that such actions would be consistent with the intended treatment of such Award under Section 409A of the Code.


 


(g)            Foreign
Holders. Notwithstanding any provision of the Plan to the contrary, in order to comply with
the laws in countries other than the United States in which the Company and its Subsidiaries operate or have employees, directors
and consultants, or in order to comply with the requirements of any foreign securities exchange
or other Applicable Law, the Committee, in its sole discretion, shall have the power and authority to: (i) modify the terms and conditions
of any Award granted to employees, directors and consultants outside the United States to
comply with Applicable Law (including, without limitation, applicable foreign laws or listing requirements of any foreign securities exchange);
(ii) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary
or advisable; provided, however, that no such subplans and/or modifications shall increase the share limitations
contained in Section 3; and (iii) take any action, before or after an Award is made, that it deems advisable to obtain
approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any foreign securities
exchange.


 


(h)            Annual
Compensation Limitations for Non-Employee Directors. Beginning with the calendar year following the year in which the Effective Time
occurs, the aggregate amount of equity and cash compensation (collectively “Compensation”) payable to a Non-Employee
Director with respect to a calendar year, whether under the Plan or otherwise, for services as a Non-Employee Director, shall not exceed
$500,000; provided however, that such amount shall be $750,000 for the calendar year in which the applicable Non-Employee Director is
initially elected or appointed to the Board (collectively, the “Director Limit”). Equity incentive awards shall be
counted towards the Director Limit in the year in which they are granted, based on the grant date fair value of such awards for financial
reporting purposes (but excluding the impact of estimated forfeitures related to service-based vesting provisions). Cash fees shall be
counted towards the Director Limit in the year for which they are reported as compensation in the Company’s director compensation
disclosures pursuant to Item 402 of Regulation S-K under the US Securities Act of 1933, or a successor provision. The Director Limit
shall not apply to (i) Compensation earned by a Non-Employee Director solely in his or her capacity as chairman of the Board or
lead independent director; (ii) Compensation earned with respect to services a Non-Employee Director provides in a capacity other
than as a Non-Employee Director, such as an advisor or consultant to the Company; and (iii) Compensation awarded by the Board to
a Non-Employee Director in extraordinary circumstances, as determined by the Board in its discretion, in each case provided that the
Non-Employee Director receiving such additional Compensation does not participate in the decision to award such Compensation.


 






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Section 4.           Eligibility.
Employees, Directors, consultants, and other individuals who provide services to the Company or its Affiliates are eligible to be granted
Awards under the Plan; provided, however, that only employees of the Company, any Parent or a Subsidiary are eligible to be granted
Incentive Stock Options.


 


Section 5.           Options.
Options granted under the Plan may be of two types: (i) Incentive Stock Options or (ii) Non-Qualified Stock Options. The Award
Agreement shall state whether such grant is an Incentive Stock Option or a Non-Qualified Stock Option.


 


The Award Agreement evidencing any Option will incorporate
the following terms and conditions and will contain such additional terms and conditions, not inconsistent with the terms of the Plan,
as the Committee deems appropriate in its sole and absolute discretion:


 


(a)            Option
Price. The exercise price per Share under an Option will be determined by the Committee and will not be less than 100% of the Fair
Market Value on the date of the grant. However, any Incentive Stock Option granted to any Participant who, at the time the Option is granted,
owns, either directly and/or within the meaning of the attribution rules contained in Section 424(d) of the Code, stock
possessing more than 10% of the total combined voting power of all classes of stock of the Company, will have an exercise price per Share
of not less than 110% of Fair Market Value on the date of the grant.


 


(b)            Option
Term. The term of each Option will be fixed by the Committee, but no Option will be exercisable more than 10 years after the date
the Option is granted. However, any Incentive Stock Option granted to any Participant who, at the time such Option is granted, owns, either
directly and/or within the meaning of the attribution rules contained in Section 424(d) of the Code, stock possessing more
than 10% of the total combined voting power of all classes of stock of the Company, may not have a term of more than 5 years. No Option
may be exercised by any Person after expiration of the term of the Option.


 


(c)            Exercisability.
Options will vest and be exercisable at such time or times and subject to such terms and conditions as determined by the Committee. Such
terms and conditions may include the continued employment or service of the Participant, the attainment of specified individual or corporate
performance goals, or such other factors as the Committee may determine in its sole discretion (the “Vesting Conditions”).
The Committee may provide in the terms of an Award Agreement that the Participant may exercise the
unvested portion of an Option in whole or in part in exchange for shares of Restricted Stock subject to the same vesting terms as the
portion of the Option so exercised. Restricted Stock acquired upon the exercise of an unvested Option shall be subject to such additional
terms and conditions as determined by the Committee.


 






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(d)            Method
of Exercise. Subject to the terms of the applicable Award Agreement, the exercisability provisions of Section 5(c) and
the termination provisions of Section 7, Options may be exercised in whole or in part from time to time during their term
by the delivery of written notice to the Company specifying the number of Shares to be purchased. Such notice will be accompanied by
payment in full of the purchase price and any taxes required to be withheld in connection with such exercise, either by certified or
bank check, or such other means as the Committee may accept. The Committee may, in its sole discretion, permit payment of the exercise
price of an Option in the form of previously acquired Shares based on the Fair Market Value of the Shares on the date the Option is exercised
or by means of a “net settlement,” whereby the Option exercise price will not be due in cash and where the number of Shares
issued upon such exercise will be equal to: (A) the product of (i) the number of Shares as to which the Option is then being
exercised, and (ii) the excess, if any, of (a) the then current Fair Market Value over (b) the Option exercise price,
divided by (B) the then current Fair Market Value.


 


An Option will not confer upon the Participant any
of the rights or privileges of a stockholder in the Company unless and until the Participant exercises the Option in accordance with the
paragraph above and is issued Shares pursuant to such exercise.


 


(e)            Incentive
Stock Option Limitations. In the case of an Incentive Stock Option, the aggregate Fair Market Value (determined as of the time of
grant) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar
year under the Plan and/or any other plan of the Company, its Parent or any Subsidiary will not exceed $100,000. For purposes of applying
the foregoing limitation, Incentive Stock Options will be taken into account in the order granted. To the extent any Option does
not meet such limitation, that Option will be treated for all purposes as a Non-Qualified Stock Option.


 


(f)            Termination
of Service. Unless otherwise specified in the applicable Award Agreement or as otherwise provided by the Committee at or after the
time of grant, Options will be subject to the terms of Section 7 with respect to exercise upon or following termination of
employment or other service.


 


Section 6.           Stock
Appreciation Right. Subject to the other terms of the Plan, the Committee may grant Stock
Appreciation Rights to eligible individuals. Each Stock Appreciation Right shall represent the right to receive, upon exercise, an amount
equal to the number of Shares subject to the Award that is being exercised multiplied by the excess of (i) the Fair Market Value
on the date the Award is exercised, over (ii) the base price specified in the applicable Award Agreement. Distributions may be made
in cash, Shares, or a combination of both, at the discretion of the Committee. The Award Agreement evidencing each Stock Appreciation
Right shall indicate the base price, the term and the Vesting Conditions for such Award. A Stock Appreciation Right base price may never
be less than the Fair Market Value of the underlying common stock of the Company on the date of grant of such Stock Appreciation Right.
The term of each Stock Appreciation Right will be fixed by the Committee, but no Stock Appreciation Right will be exercisable more than
10 years after the date the Stock Appreciation Right is granted. Subject to the terms and conditions of the applicable Award Agreement,
Stock Appreciation Rights may be exercised in whole or in part from time to time during their term by the delivery of written notice
to the Company specifying the portion of the Award to be exercised. Unless otherwise specified in the applicable Award Agreement or as
otherwise provided by the Committee at or after the time of grant, Stock Appreciation Rights will be subject to the terms of Section 7
with respect to exercise upon or following termination of employment or other service.


 






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Section 7.           Termination
of Service. Unless otherwise specified with respect to a particular Option or Stock Appreciation
Right in the applicable Award Agreement or otherwise determined by the Committee, any portion of an Option or Stock Appreciation Right
that is not exercisable upon termination of service will expire immediately and automatically upon such termination and any portion of
an Option or Stock Appreciation Right that is exercisable upon termination of service will expire on the date it ceases to be exercisable
in accordance with this Section 7.


 


(a)            Termination
by Reason of Death. If a Participant’s service with the Company or any Affiliate terminates by reason of death, any Option or
Stock Appreciation Right held by such Participant may thereafter be exercised, to the extent it was exercisable at the time of his or
her death or on such accelerated basis as the Committee may determine at or after grant, by the legal representative of the estate or
by the legatee of the Participant, for a period expiring (i) at such time as may be specified by the Committee at or after grant,
or (ii) if not specified by the Committee, then 12 months from the date of death, or (iii) if sooner than the applicable period
specified under (i) or (ii) above, upon the expiration of the stated term of such Option or Stock Appreciation Right.


 


(b)            Termination
by Reason of Disability. If a Participant’s service with the Company or any Affiliate terminates by reason of Disability, any
Option or Stock Appreciation Right held by such Participant may thereafter be exercised by the Participant or his or her personal representative,
to the extent it was exercisable at the time of termination, or on such accelerated basis as the Committee may determine at or after grant,
for a period expiring (i) at such time as may be specified by the Committee at or after grant, or (ii) if not specified by the
Committee, then 12 months from the date of termination of service, or (iii) if sooner than the applicable period specified under
(i) or (ii) above, upon the expiration of the stated term of such Option or Stock Appreciation Right.


 


(c)            Cause.
If a Participant’s service with the Company or any Affiliate is terminated for Cause or if a Participant resigns at a time that
there was a Cause basis for such Participant’s termination: (i) any Option or Stock Appreciation Right, or portion thereof,
not already exercised will be immediately and automatically forfeited as of the date of such termination, and (ii) any Shares for
which the Company has not yet delivered share certificates will be immediately and automatically forfeited and the Company will refund
to the Participant the Option exercise price paid for such Shares, if any.


 


(d)            Other
Termination. If a Participant’s service with the Company or any Affiliate terminates for any reason other than death, Disability
or Cause, any Option or Stock Appreciation Right held by such Participant may thereafter be exercised by the Participant, to the extent
it was exercisable at the time of such termination, or on such accelerated basis as the Committee may determine at or after grant, for
a period expiring (i) at such time as may be specified by the Committee at or after grant, or (ii) if not specified by the
Committee, then 90 days from the date of termination of service, or (iii) if sooner than the applicable period specified under (i) or
(ii) above, upon the expiration of the stated term of such Option or Stock Appreciation Right.


 






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Section 8.           Restricted
Stock.


 


(a)            Issuance.
Restricted Stock may be issued either alone or in conjunction with other Awards. The Committee will determine the time or times within
which Restricted Stock may be subject to forfeiture, and all other conditions of such Awards. The purchase price for Restricted Stock
may, but need not, be zero.


 


(b)            Certificates.
Upon the Award of Restricted Stock, the Committee may direct that a certificate or certificates representing the number of Shares subject
to such Award be issued to the Participant or placed in a restricted stock account (including an electronic account) with the transfer
agent and in either case designating the Participant as the registered owner. The certificate(s), if any, representing such shares shall
be physically or electronically legended, as applicable, as to sale, transfer, assignment, pledge or other encumbrances during the Restriction
Period. If physical certificates are issued, they will be held in escrow by the Company or its designee during the Restriction Period.
As a condition to any Award of Restricted Stock, the Participant may be required to deliver to the Company a share power, endorsed in
blank, relating to the Shares covered by such Award.


 


(c)            Restrictions
and Conditions. The Award Agreement evidencing the grant of any Restricted Stock will incorporate the following terms and conditions
and such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee deems appropriate in its sole
and absolute discretion:


 


(i)            During
a period commencing with the date of an Award of Restricted Stock and ending at such time or times as specified by the Committee (the
 “Restriction Period”), the Participant will not be permitted to sell, transfer, pledge, assign or otherwise encumber
Restricted Stock awarded under the Plan. The Committee may condition the lapse of restrictions on Restricted Stock upon one or more Vesting
Conditions.


 


(ii)            While
any Share of Restricted Stock remains subject to restriction, the Participant will have, with respect to the Restricted Stock, the right
to vote the Shares. If any cash distributions or dividends are payable with respect to the Restricted Stock, the Committee, in its sole
discretion, may require the cash distributions or dividends to be subjected to the same Restriction Period as is applicable to the Restricted
Stock with respect to which such amounts are paid, or, if the Committee so determines, reinvested in additional Restricted Stock to the
extent Shares are available under Section 3 of the Plan. A Participant shall not be entitled to interest with respect to any
dividends or distributions subjected to the Restriction Period. Any distributions or dividends paid in the form of securities with respect
to Restricted Stock will be subject to the same terms and conditions as the Restricted Stock with respect to which they were paid, including,
without limitation, the same Restriction Period.


 






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(iii)            Subject
to the provisions of the applicable Award Agreement or as otherwise determined by the Committee, if a Participant’s service with
the Company and its Affiliates terminates prior to the expiration of the applicable Restriction Period, the Participant’s Restricted
Stock that then remains subject to forfeiture will then be forfeited automatically.


 


Section 9.           Restricted
Stock Units. Subject to the other terms of the Plan, the Committee may grant Restricted Stock
Units to eligible individuals and may impose one or more Vesting Conditions on such units. Each Restricted Stock Unit will represent a
right to receive from the Company, upon fulfillment of any applicable conditions, an amount equal to the Fair Market Value (at the time
of the distribution). Distributions may be made in cash, Shares, or a combination of both, at the discretion of the Committee. The Award
Agreement evidencing a Restricted Stock Unit shall set forth the Vesting Conditions and time and form of payment with respect to such
Award. The Participant shall not have any stockholder rights with respect to the Shares subject to a Restricted Stock Unit Award until
that Award vests and the Shares are actually issued thereunder; provided, however, that an Award Agreement may provide for
the inclusion of dividend equivalent payments or unit credits with respect to the Award in the discretion of the Committee. Subject to
the provisions of the applicable Award Agreement or as otherwise determined by the Committee, if a Participant’s service with the
Company terminates prior to the Restricted Stock Unit Award vesting in full, any portion of the Participant’s Restricted Stock Units
that then remain subject to forfeiture will then be forfeited automatically.


 


Section 10.         Cash
or Other Stock Based Awards. Subject to the other terms of the Plan, the Committee may grant
Cash or Other Stock Based Awards (including Awards to receive unrestricted Shares or immediate cash payments) to eligible individuals.
The Award Agreement evidencing a Cash or Other Stock Based Award shall set forth the terms and conditions of such Cash or Other Stock
Based Award, including, as applicable, the term, any exercise or purchase price, performance goals, Vesting Conditions and other terms
and conditions. Payment in respect of a Cash or Other Stock Based Award may be made in cash, Shares, or a combination of cash and Shares,
as determined by the Committee.


 


Section 11.          Amendments
and Termination. Subject to any stockholder approval
that may be required under Applicable Law, the Plan may be amended or terminated at any time or from time to time by the Board.


 


Section 12.         Prohibition
on Repricing Programs. Neither the Committee nor the Board shall (i) implement any cancellation/re-grant
program pursuant to which outstanding Options or Stock Appreciation Rights under the Plan are cancelled and new Options or Stock Appreciation
Rights are granted in replacement with a lower exercise or base price per share, (ii) cancel outstanding Options or Stock Appreciation
Rights under the Plan with exercise prices or base prices per share in excess of the then current Fair Market Value for consideration
payable in equity securities of the Company or cash or (iii) otherwise directly reduce the exercise price or base price in effect
for outstanding Options or Stock Appreciation Rights under the Plan, without in each such instance obtaining stockholder approval.


 






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Section 13.         Conditions
Upon Grant of Awards and Issuance of Shares.


 


(a)            The
implementation of the Plan, the grant of any Award and the issuance of Shares in connection with the issuance, exercise or vesting of
any Award made under the Plan shall be subject to the Company’s procurement of all approvals and permits required by regulatory
authorities having jurisdiction over the Plan, the Awards made under the Plan and the Shares issuable pursuant to those Awards.


 


(b)            No
Shares or other assets shall be issued or delivered under the Plan unless and until there shall have been compliance with all applicable
requirements of Applicable Law.


 


Section 14.         Limits
on Transferability; Beneficiaries. No Award or other right or interest of a Participant under
the Plan shall be pledged, encumbered, or hypothecated to, or in favor of, or subject to any lien, obligation, or liability of such Participant
to, any party, other than the Company, any Subsidiary or Affiliate, or assigned or transferred by such Participant other than by will
or the laws of descent and distribution, and such Awards and rights shall be exercisable during the lifetime of the Participant only by
the Participant or his or her guardian or legal representative. Notwithstanding the foregoing, the Committee may, in its discretion, provide
that Awards or other rights or interests of a Participant granted pursuant to the Plan (other than an Incentive Stock Option) be transferable,
without consideration, to immediate family members (i.e., children, grandchildren or spouse), to trusts for the benefit of such immediate
family members and to partnerships in which such family members are the only partners. The Committee may attach to such transferability
feature such terms and conditions as it deems advisable. In addition, a Participant may, in the manner established by the Committee, designate
a beneficiary (which may be a person or a trust) to exercise the rights of the Participant, and to receive any distribution, with respect
to any Award upon the death of the Participant. A beneficiary, guardian, legal representative or other person claiming any rights under
the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award Agreement applicable to
such Participant, except as otherwise determined by the Committee, and to any additional restrictions deemed necessary or appropriate
by the Committee.


 


Section 15.         Withholding
of Taxes. No later than the date as of which an amount first becomes includible in the gross
income of the Participant for federal income tax purposes with respect to any Award under the Plan, the Participant will pay to the Company,
or make arrangements satisfactory to the Company regarding the payment of, any federal, state or local taxes of any kind required by law
to be withheld with respect to such amount. To the extent authorized by the Committee, the required tax withholding may be satisfied by
the withholding of Shares subject to the Award based on the Fair Market Value on the date of withholding, but in any case not in excess
of the amount determined based on the maximum statutory tax rate in the applicable jurisdiction. The obligations of the Company under
the Plan will be conditioned on such payment or arrangements and the Company will have the right to deduct any such taxes from any payment
of any kind otherwise due to the Participant.


 


Section 16.         Liability
of Company.


 


(a)            Inability
to Obtain Authority. If the Company cannot, by the exercise of commercially reasonable efforts, obtain authority from any regulatory
body having jurisdiction for the sale of any Shares under this Plan, and such authority is deemed by the Company’s counsel to be
necessary to the lawful issuance of those Shares, the Company will be relieved of any liability for failing to issue or sell those Shares.


 






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(b)            Rights
of Participants and Beneficiaries. The Company will pay all amounts payable under this Plan only to the applicable Participant, or
beneficiaries entitled thereto pursuant to this Plan. The Company will not be liable for the debts, contracts, or engagements of any Participant
or his or her beneficiaries, and rights to cash payments under this Plan may not be taken in execution by attachment or garnishment, or
by any other legal or equitable proceeding while in the hands of the Company.


 


Section 17.         General
Provisions.


 


(a)            The
Committee may require each Participant to represent to and agree with the Company in writing that the Participant is acquiring securities
of the Company for investment purposes and without a view to distribution thereof and as to such other matters as the Committee believes
are appropriate.


 


(b)            The
Awards shall be subject to the Company’s stock ownership policies, as in effect from time to time.


 


(c)            All
certificates for Shares or other securities delivered under the Plan will be subject to such share-transfer orders and other restrictions
as the Board may deem advisable under the rules, regulations and other requirements of the Securities Act of 1933, as amended, the Exchange
Act, any stock exchange upon which the Shares are then listed, and any other Applicable Law, and the Board may cause a legend or legends
to be put on any such certificates to make appropriate reference to such restrictions.


 


(d)            Nothing
contained in the Plan will prevent the Company from adopting other or additional compensation arrangements, subject to stockholder approval
if such approval is required.


 


(e)            Neither
the adoption of the Plan nor the execution of any document in connection with the Plan will: (i) confer upon any employee or other
service provider of the Company or an Affiliate any right to continued employment or engagement with the Company or such Affiliate, or
(ii) interfere in any way with the right of the Company or such Affiliate to terminate the employment or engagement of any of its
employees or other service providers at any time.


 


(f)            The
Awards (whether vested or unvested) shall be subject to rescission, cancellation or recoupment, in whole or in part, under any current
or future “clawback” or similar policy of the Company that is applicable to the Participant. Notwithstanding any other provisions
in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement, will
be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange
listing requirement.


 






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Section 18.         Effectiveness
of Plan. The Plan will become effective upon the execution of an underwriting agreement
with respect to the Company’s initial public offering of common stock (the “Effective Time”).


 


Section 19.         Term
of Plan. Unless the Plan shall theretofore have been terminated in accordance with Section 11,
the Plan shall terminate on the 10-year anniversary of the Effective Time, and no Awards under the Plan shall thereafter be granted.


 


Section 20.          Invalid
Provisions. In the event that any provision of this Plan is found to be invalid or otherwise
unenforceable under any Applicable Law, such invalidity or unenforceability will not be construed as rendering any other provisions contained
herein as invalid or unenforceable, and all such other provisions will be given full force and effect to the same extent as though the
invalid or unenforceable provision was not contained herein.


 


Section 21.         Governing
Law. The Plan and all Awards granted hereunder will be governed by and construed in accordance
with the laws and judicial decisions of the State of Delaware, without regard to the application of the principles of conflicts of laws.


 


Section 22.         Notices.
Any notice to be given to the Company pursuant to the provisions of this Plan must be given in writing and addressed, if to the Company,
to its principal executive office to the attention of its Chief Financial Officer (or such other Person as the Company may designate in
writing from time to time), and, if to a Participant, to the address contained in the Company’s personnel files, or at such other
address as that Participant may hereafter designate in writing to the Company. Any such notice will be deemed duly given: if delivered
personally or via recognized overnight delivery service, on the date and at the time so delivered; if sent via telecopier or email, on
the date and at the time telecopied or emailed with confirmation of delivery; or, if mailed, five (5) days after the date of mailing
by registered or certified mail.


 






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