Exhibit 10.1


 


GRID DYNAMICS HOLDINGS, INC.


 


2020 EQUITY INCENTIVE PLAN


 


1. Purposes
of the Plan. The purposes of this Plan are:


 


		●	to
                                         attract and retain the best available personnel for positions of substantial responsibility,



 


		●	to
                                         provide additional incentive to Employees, Directors and Consultants, and



 


		●	to
                                         promote the success of the Company’s business.



 


The
Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock
Appreciation Rights, Performance Units and Performance Shares.


 


2.
Definitions. As used herein, the following definitions will apply:


 


(a)
“Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with
Section 4 of the Plan.


 


(b)
“Applicable Laws” means the legal and regulatory requirements relating to the administration of equity-based awards
and the related issuance of Shares thereunder, including but not limited to U.S. federal and state corporate laws, U.S. federal
and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and
the applicable laws of any non-U.S. country or jurisdiction where Awards are, or will be, granted under the Plan.


 


(c)
“Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares.


 


(d)
“Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable
to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.


 


(e)
“Board” means the Board of Directors of the Company.


 


(f)
“Change in Control” means the occurrence of any of the following events:


 


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


 






     


     


    

 


(ii)
A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced
during any twelve (12)-month period by Directors whose appointment or election is not endorsed by a majority of the members
of the Board prior to the date of the appointment or election. For purposes of this subsection (ii), if any Person is considered
to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be
considered a Change in Control; or


 


(iii)
A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires
(or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person or persons)
assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross
fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however,
that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion
of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately
after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset
transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total
value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly,
fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity,
at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described
in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of
the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.


 


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


 


Notwithstanding
the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event
within the meaning of Section 409A.


 


Further
and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the
state of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially
the same proportions by the persons who held the Company’s securities immediately before such transaction.


 


(g)
“Closing” means the closing of the transactions contemplated by the Agreement and Plan of Merger by and among
the Company, CS Merger Sub 1, CS Merger Sub 2, Grid Dynamics International, Inc. and Automated Systems Holdings Limited,
dated November 13, 2019.


 


(h)
“Closing Date” means the date the Closing occurs.


 


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


 


(j)
“Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by
the Board, or a duly authorized committee of the Board, in accordance with Section 4 hereof.


 


(k)
“Common Stock” means the Common Stock of the Company.


 


(l)
“Company” means Grid Dynamics Holdings, Inc., a Delaware corporation, or any successor thereto.


 


(m)
“Consultant” means any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary
to render bona fide services to such entity, provided the services (i) are not in connection with the offer or sale of securities
in a capital-raising transaction, and (ii) do not directly promote or maintain a market for the Company’s securities, in
each case, within the meaning of Form S-8 promulgated under the Securities Act, and provided, further, that a Consultant
will include only those persons to whom the issuance of Shares may be registered under Form S-8 promulgated under the Securities
Act.


 






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


 


(o)
“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that
in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent
and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from
time to time.


 


(p)
“Employee” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary
of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute
“employment” by the Company.


 


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


 


(r)
“Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange
for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type,
and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other
person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is increased or reduced.
The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.


 


(s)
“Fair Market Value” means, as of any date, the value of Common Stock determined as follows:


 


(i)
The Fair Market Value will be the closing sales price for Common Stock as quoted on any established stock exchange or national
market system (including without limitation the New York Stock Exchange, Nasdaq Global Select Market, the Nasdaq Global Market
or the Nasdaq Capital Market of The Nasdaq Stock Market) on which the Common Stock is listed on the date of determination (or
the closing bid, if no sales were reported), as reported in The Wall Street Journal or such other source as the
Administrator deems reliable. If the determination date for the Fair Market Value occurs on a non-trading day (i.e.,
a weekend or holiday), the Fair Market Value will be such price on the immediately preceding trading day, unless otherwise determined
by the Administrator.


 


(ii)
If the Common Stock is regularly quoted by a recognized securities dealer 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 the Common Stock on the date of determination
(or, if no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported),
as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or


 


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


 


The
determination of fair market value for purposes of tax withholding may be made in the Administrator’s discretion subject
to Applicable Laws and is not required to be consistent with the determination of Fair Market Value for other purposes.


 


(t)
“Fiscal Year” means the fiscal year of the Company.


 


(u)
“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning
of Section 422 of the Code.


 


(v)
“Inside Director” means a Director who is an Employee.


 


(w)
“Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify
as an Incentive Stock Option.


 


(x)
“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange
Act and the rules and regulations promulgated thereunder.


 






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(y)
“Option” means a stock option granted pursuant to the Plan.


 


(z)
“Outside Director” means a Director who is not an Employee.


 


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


 


(bb)
“Participant” means the holder of an outstanding Award.


 


(cc)
“Performance Share” means an Award denominated in Shares which may be earned in whole or in part upon attainment
of performance goals or other vesting criteria as the Administrator may determine pursuant to Section 10.


 


(dd)
“Performance Unit” means an Award which may be earned in whole or in part upon attainment of performance goals
or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or
a combination of the foregoing pursuant to Section 10.


 


(ee)
“Period of Restriction” means the period (if any) during which the transfer of Shares of Restricted Stock are
subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based
on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the
Administrator.


 


(ff)
“Plan” means this Grid Dynamics Holdings, Inc. 2020 Equity Incentive Plan.


 


(gg)
“Restricted Stock” means Shares issued pursuant to a Restricted Stock award under Section 7 of the Plan, or
issued pursuant to the early exercise of an Option.


 


(hh)
“Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of
one Share, granted pursuant to Section 8. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.


 


(ii)
“Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion
is being exercised with respect to the Plan.


 


(jj)
“Section 16(b)” means Section 16(b) of the Exchange Act.


 


(kk)
“Section 409A” means Code Section 409A, as it has been and may be amended from time to time, and any proposed
or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder
from time to time.


 


(ll)
“Securities Act” means the Securities Act of 1933, as amended.


 


(mm)
“Service Provider” means an Employee, Director or Consultant.


 


(nn)
“Share” means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.


 


(oo)
“Stock Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to
Section 9 is designated as a Stock Appreciation Right.


 


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


 


3.
Stock Subject to the Plan.


 


(a)
Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares
that may be issued under the Plan is equal to 16,300,000 Shares. The Shares may be authorized, but unissued, or reacquired Common
Stock.


 






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(b)
Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant
to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares,
is forfeited to or repurchased by the Company due to failure to vest, then the unpurchased Shares (or for Awards other than Options
or Stock Appreciation Rights the forfeited or repurchased Shares), which were subject thereto will become available for future
grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually
issued (i.e., the net Shares issued) pursuant to a Stock Appreciation Right will cease to be available under the Plan;
all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the
Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and
will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards
of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited
to the Company due to failure to vest, such Shares will become available for future grant under the Plan. Shares used to pay the
exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future
grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment
will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject
to adjustment as provided in Section 14, the maximum number of Shares that may be issued upon the exercise of Incentive Stock
Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code,
any Shares that become available for issuance under the Plan pursuant to Sections 3(b).


 


(c)
Share Reserve. The Company, at all times during the term of this Plan, will reserve and keep available such number of Shares
as will be sufficient to satisfy the requirements of the Plan.


 


4.
Administration of the Plan.


 


(a)
Procedure.


 


(i)
Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer
the Plan.


 


(ii)
Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.


 


(iii)
Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee,
which committee will be constituted to satisfy Applicable Laws.


 


(b)
Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific
duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:


 


(i)
to determine the Fair Market Value;


 


(ii)
to select the Service Providers to whom Awards may be granted hereunder;


 


(iii)
to determine the number of Shares to be covered by each Award granted hereunder;


 


(iv)
to approve forms of Award Agreements for use under the Plan;


 


(v)
to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms
and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may
be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation
regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;


 


(vi)
to institute and determine the terms and conditions of an Exchange Program;


 






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(vii)
to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;


 


(viii)
to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established
for the purpose of satisfying applicable non-U.S. laws or for qualifying for favorable tax treatment under applicable non-U.S.
laws;


 


(ix)
to modify or amend each Award (subject to Section 19 of the Plan), including but not limited to the discretionary authority to
extend the post-termination exercisability period of Awards (subject to Section 6(b) of the Plan regarding Incentive Stock
Options);


 


(x)
to allow Participants to satisfy tax withholding obligations in such manner as prescribed in Section 15 of the Plan;


 


(xi)
to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously
granted by the Administrator;


 


(xii)
to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such
Participant under an Award; and


 


(xiii)
to make all other determinations deemed necessary or advisable for administering the Plan.


 


(c)
Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will
be final and binding on all Participants and any other holders of Awards.


 


5.
Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance
Shares and Performance Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.


 


6.
Stock Options.


 


(a)
Limitations. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory
Stock Option. However, notwithstanding such designation, to the extent that the aggregate fair market value of the shares with
respect to which incentive stock options are exercisable for the first time by the Participant during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such options will be treated
as nonstatutory stock options. For purposes of this Section 6(a), incentive stock options will be taken into account in the order
in which they were granted. The fair market value of the shares will be determined as of the time the option with respect to such
shares is granted.


 


(b)
Term of Option. The term of each Option will be stated in the Award Agreement. In the case of an Incentive Stock Option,
the term will be ten (10) years from the date of grant or such shorter term as may be provided in the Award Agreement. Moreover,
in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns
stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any
Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term
as may be provided in the Award Agreement.


 


(c)
Option Exercise Price and Consideration.


 


(i)
Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined
by the Administrator, subject to the following:


 


(1)
In the case of an Incentive Stock Option


 


(A)
granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no
less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant.


 






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(B)
granted to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price will
be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.


 


(2)
In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred percent (100%) of the
Fair Market Value per Share on the date of grant.


 


(3)
Notwithstanding the foregoing, Options may be granted with a per Share exercise price of less than one hundred percent (100%)
of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with,
Section 424(a) of the Code.


 


(ii)
Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which
the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.


 


(iii)
Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option,
including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form
of consideration at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory note, to
the extent permitted by Applicable Laws, (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided that accepting such
Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion;
(5) consideration received by the Company under a broker-assisted (or other) cashless exercise program (whether through a
broker or otherwise) implemented by the Company in connection with the Plan; (6) by net exercise; (7) such other consideration
and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (8) any combination of the foregoing
methods of payment.


 


(d)
Exercise of Option.


 


(i)
Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms
of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement.
An Option may not be exercised for a fraction of a Share.


 


An
Option will be deemed exercised when the Company receives: (i) a notice of exercise (in such form as the Administrator may specify
from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which
the Option is exercised (together with applicable withholding taxes). Full payment may consist of any consideration and method
of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an
Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his
or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect
to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued)
such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record
date is prior to the date the Shares are issued, except as provided in Section 14 of the Plan.


 


Exercising
an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.


 


(ii)
Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the
Participant’s termination as the result of the Participant’s death or Disability, the Participant may exercise his
or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the
date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement).
In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three (3) months following the
Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant
is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan.
If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option
will terminate, and the Shares covered by such Option will revert to the Plan.


 






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(iii)
Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability,
the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent
the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth
in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve
(12) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination
the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert
to the Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option
will terminate, and the Shares covered by such Option will revert to the Plan.


 


(iv)
Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s
death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of
death (but in no event may the Option be exercised later than the expiration of the term of such Option as set forth in the Award
Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s
death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option
may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred
pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified
time in the Award Agreement, the Option will remain exercisable for twelve (12) months following Participant’s death. Unless
otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised within
the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.


 


7.
Restricted Stock.


 


(a)
Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time
to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion,
will determine.


 


(b)
Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify any
Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion,
will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock
until the restrictions on such Shares have lapsed.


 


(c)
Transferability. Except as provided in this Section 7 or the Award Agreement, Shares of Restricted Stock may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of any applicable Period of Restriction.


 


(d)
Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted
Stock as it may deem advisable or appropriate.


 


(e)
Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each
Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of any applicable
Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate
the time at which any restrictions will lapse or be removed.


 


(f)
Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder
may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.


 






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(g)
Dividends and Other Distributions. During any applicable Period of Restriction, Service Providers holding Shares of Restricted
Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator
provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions
on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.


 


(h)
Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions
have not lapsed will revert to the Company and again will become available for grant under the Plan.


 


8.
Restricted Stock Units.


 


(a)
Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After
the Administrator determines that it will grant Restricted Stock Units under the Plan, it will advise the Participant in an Award
Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.


 


(b)
Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the
extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant.
The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual
goals (including, but not limited to, continued employment or service), applicable federal or state securities laws or any other
basis determined by the Administrator in its discretion.


 


(c)
Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive
a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units,
the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.


 


(d)
Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s)
determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned
Restricted Stock Units only in cash, Shares, or a combination of both.


 


(e)
Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the
Company.


 


9.
Stock Appreciation Rights.


 


(a)
Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be
granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.


 


(b)
Number of Shares. The Administrator will have complete discretion to determine the number of Stock Appreciation Rights
granted to any Service Provider.


 


(c)
Exercise Price and Other Terms. The per share exercise price for the Shares to be issued pursuant to exercise of a Stock
Appreciation Right will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market
Value per Share on the date of grant. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete
discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan.


 


(d)
Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will
specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions
as the Administrator, in its sole discretion, will determine.


 


(e)
Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire ten (10) years from
the date of grant or such shorter term as may be provided in the Award Agreement, as determined by the Administrator, in its sole
discretion. Notwithstanding the foregoing, the rules of Section 6(d) relating to exercise also will apply to Stock Appreciation
Rights.


 






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(f)
Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled
to receive payment from the Company in an amount determined as the product of:


 


(i)
The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; and


 


(ii)
The number of Shares with respect to which the Stock Appreciation Right is exercised.


 


At
the discretion of the Administrator, the payment upon exercise of a Stock Appreciation Right may be in cash, in Shares of equivalent
value, or in some combination of both.


 


10. Performance
Units and Performance Shares.


 


(a)
Grant of Performance Units/Shares. Performance Units and Performance Shares may be granted to Service Providers at any
time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete
discretion in determining the number of Performance Units and Performance Shares granted to each Participant.


 


(b)
Value of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator
on or before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on
the date of grant.


 


(c)
Performance Objectives and Other Terms. The Administrator will set performance objectives or other vesting provisions (including,
without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are
met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers. The time period
during which the performance objectives or other vesting provisions must be met will be called the “Performance Period.”
Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such
other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set performance
objectives based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited
to, continued employment or service), applicable federal or state securities laws, or any other basis determined by the Administrator
in its discretion.


 


(d)
Earning of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares
will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance
Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions
have been achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive
any performance objectives or other vesting provisions for such Performance Unit/Share.


 


(e)
Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made as soon
as practicable after the expiration of the applicable Performance Period. The Administrator, in its sole discretion, may pay earned
Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned
Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof.


 


(f)
Cancellation of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance
Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan.


 






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11. Outside
Director Limitations. No Outside Director may be paid, issued or granted, in any Fiscal Year, cash compensation and equity
awards (including any Awards issued under this Plan) with an aggregate value greater than $600,000 (with the value of each equity
award based on its grant date fair value (determined in accordance with U.S. generally accepted accounting principles)). Any cash
compensation paid or Awards granted to an individual for his or her services as an Employee, or for his or her services as a Consultant
(other than as an Outside Director), will not count for purposes of the limitation under this Section 11.


 


12. Leaves
of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will
be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any
Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration
of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company
is not so guaranteed, then six (6) months following the first (1) day of such leave any Incentive Stock Option held by the Participant
will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.


 


13. Transferability
of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime
of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional
terms and conditions as the Administrator deems appropriate.


 


14. Adjustments;
Dissolution or Liquidation; Merger or Change in Control.


 


(a)
Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities,
or other property, but excluding any ordinary or otherwise regularly scheduled dividends), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other
securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator,
in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan,
will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares
covered by each outstanding Award, and the numerical Share limits in Section 3 of the Plan.


 


(b)
Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will
notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has
not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.


 


(c)
Change in Control. In the event of a merger of the Company with or into another corporation or other entity or a Change
in Control, each outstanding Award will be treated as the Administrator determines subject to the restriction in the following
paragraph, including, without limitation, that each Award be assumed or an equivalent option or right substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation with appropriate adjustments as to the number and kind of shares
and prices; (ii) upon written notice to a Participant, that the Participant’s Awards will terminate upon or immediately
prior to the consummation of such merger or Change in Control; (iii) outstanding Awards will vest and become exercisable, realizable,
or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger
or Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness
of such merger or Change in Control; (iv) (A) the termination of an Award in exchange for an amount of cash and/or property, if
any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s
rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence
of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such
Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment), or
(B) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion; or (v) any
combination of the foregoing. In taking any of the actions permitted under this subsection 14(c), the Administrator will not be
obligated to treat all Awards, all Awards held by a Participant, all Awards of the same type, or all portions of the same Award,
similarly.


 






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In
the event that the successor corporation does not assume or substitute for the Award (or portion thereof), the Participant will
fully vest in and have the right to exercise the Participant’s outstanding Option and Stock Appreciation Right (or portion
thereof) that is not assumed or substituted for, including Shares as to which such Award would not otherwise be vested or exercisable,
all restrictions on Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units (or portions thereof) not
assumed or substituted for will lapse, and, with respect to such Awards with performance-based vesting (or portions thereof)
not assumed or substituted for, all performance goals or other vesting criteria will be deemed achieved at one hundred percent
(100%) of target levels and all other terms and conditions met, in each case, unless specifically provided otherwise under the
applicable Award Agreement or other written agreement between the Participant and the Company or any of its Subsidiaries or Parents,
as applicable. In addition, if an Option or Stock Appreciation Right (or portion thereof) is not assumed or substituted for in
the event of a merger or Change in Control, the Administrator will notify the Participant in writing or electronically that such
Option or Stock Appreciation Right (or its applicable portion) will be exercisable for a period of time determined by the Administrator
in its sole discretion, and the Option or Stock Appreciation Right (or its applicable portion) will terminate upon the expiration
of such period.


 


For
the purposes of this subsection (c), an Award will be considered assumed if, following the Change in Control, the Award confers
the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration
(whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share
held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the
Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent
of the successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation
Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award,
to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration
received by holders of Common Stock in the Change in Control.


 


Notwithstanding
anything in this Section 14(c) to the contrary, and unless otherwise provided in an Award Agreement or other written agreement
between the Participant and the Company or any of its Subsidiaries or Parents, as applicable, an Award that vests, is earned or
paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor
modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance
goals only to reflect the successor corporation’s post-Change in Control corporate structure will not be deemed to
invalidate an otherwise valid Award assumption.


 


Notwithstanding
anything in this Section 14(c) to the contrary, if a payment under an Award Agreement is subject to Code Section 409A and if the
change in control definition contained in the Award Agreement or other agreement related to the Award does not comply with the
definition of “change in control” for purposes of a distribution under Code Section 409A, then any payment of an amount
that is otherwise accelerated under this Section will be delayed until the earliest time that such payment would be permissible
under Code Section 409A without triggering any penalties applicable under Code Section 409A.


 


(d)
Outside Director Awards. With respect to Awards granted to an Outside Director, in the event of a Change in Control, the
Participant will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares
underlying such Award, including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted
Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, unless specifically
provided otherwise under the applicable Award Agreement, a Company policy applicable to the Participant, or other written agreement
between the Participant and the Company, all performance goals or other vesting criteria will be deemed achieved at one hundred
percent (100%) of target levels and all other terms and conditions met.


 






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15. Tax.


 


(a)
Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such
earlier time as any tax withholding obligations are due, the Company will have the power and the right to deduct or withhold,
or require a Participant to remit to the Company, an amount sufficient to satisfy U.S. federal, state, or local taxes, non-U.S.
taxes, or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or
exercise thereof).


 


(b)
Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from
time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation)
(i) paying cash, (ii) electing to have the Company withhold otherwise deliverable cash or Shares having a fair market value not
in excess of the maximum statutory amount required to be withheld, or (iii) delivering to the Company already-owned Shares
having a fair market value not in excess of the maximum statutory amount required to be withheld. The fair market value of the
Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.


 


(c)
Compliance With Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the
application of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will
not be subject to the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole
discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code
Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole
discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to
Code Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section
409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under
Code Section 409A. In no event will the Company or any of its Subsidiaries or Parents have any obligation or liability under the
terms of this Plan to reimburse, indemnify, or hold harmless any Participant for any taxes, interest or penalties imposed, or
other costs incurred, as a result of Section 409A.


 


16. No
Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing
the Participant’s relationship as a Service Provider, nor will they interfere in any way with the Participant’s right
or the right of the Company (or any Parent or Subsidiary of the Company) to terminate such relationship at any time, with or without
cause, to the extent permitted by Applicable Laws.


 


17. Date
of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination
granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided
to each Participant within a reasonable time after the date of such grant.


 


18. Term
of Plan. Subject to Section 23 of the Plan, the Plan will become effective upon the later to occur of (i) its
adoption by the Board or (ii) the business day immediately prior to the Closing Date. It will continue in effect for a term of
ten (10) years from the date adopted by the Board, unless terminated earlier under Section 19 of the Plan.


 


19. Amendment
and Termination of the Plan.


 


(a)
Amendment and Termination. The Administrator may at any time amend, alter, suspend or terminate the Plan.


 


(b)
Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable
to comply with Applicable Laws.


 


(c)
Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will materially impair
the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement
must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s
ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such
termination.


 






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20. Conditions
Upon Issuance of Shares.


 


(a)
Legal Compliance. Shares will not be issued pursuant to an Award unless the exercise of such Award and the issuance and
delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company
with respect to such compliance.


 


(b)
Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such
Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without
any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is
required.


 


21. Inability
to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction or to complete
or comply with the requirements of any registration or other qualification of the Shares under any U.S. federal or state law,
any non-U.S. law, or the rules and regulations of the Securities and Exchange Commission, the stock exchange on which Shares of
the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or
rule compliance is deemed by the Company’s counsel to be necessary or advisable for the issuance and sale of any Shares
hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite
authority, registration, qualification or rule compliance will not have been obtained.


 


22. Clawback.
The Administrator may specify in an Award Agreement that the Participant’s rights, payments, and/or benefits with respect
to an Award will be subject to reduction, cancellation, forfeiture, and/or recoupment upon the occurrence of certain specified
events, in addition to any applicable vesting, performance or other conditions and restrictions of an Award. Notwithstanding any
provisions to the contrary under this Plan, an Award granted under the Plan will be subject to the Company’s clawback policy
(if any) as may be established and/or amended from time to time. The Board may require a Participant to forfeit or return to and/or
reimburse the Company all or a portion of the Award and/or Shares issued under the Award, any amounts paid under the Award, and
any payments or proceeds paid or provided upon disposition of the Shares issued under the Award, pursuant to the terms of such
Company policy or as necessary or appropriate to comply with Applicable Laws.


 


23.
Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months
after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required
under Applicable Laws.


 


 


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