Exhibit 10.8


 


BRIGHT
HEALTH group, INC.


 


2021 OMNIBUS INCENTIVE PLAN


 


1.          Purpose. 
The purpose of the Bright Health Group, Inc. 2021 Omnibus Incentive Plan is to provide a means through which the Company and the other
members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants
and advisors of the Company and the other members of the Company Group can acquire and maintain an equity interest in the Company, or
be paid incentive compensation, including incentive compensation measured by reference to the value of Common Stock, thereby strengthening
their commitment to the welfare of the Company Group and aligning their interests with those of the Company’s stockholders.


 


2.          Definitions. 
The following definitions shall be applicable throughout the Plan.


 


(a)          “Absolute
Share Limit” has the meaning given to such term in Section 5(b) of the Plan.


 


(b)          “Adjustment
Event” has the meaning given to such term in Section 12(a) of the Plan.


 


(c)          “Affiliate”
means any Person that directly or indirectly controls, is controlled by or is under common control with the Company.  The term “control”
(including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to
any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting or other securities, by contract or otherwise.


 


(d)          “Award”
means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Unit, Other Equity-Based Award and Cash-Based Incentive Award granted under the Plan.


 


(e)          “Award
Agreement” means the document or documents by which each Award (other than a Cash-Based Incentive Award) is evidenced.


 


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


 


(g)          “Cash-Based
Incentive Award” means an Award denominated in cash that is granted under Section 11 of the Plan.


 


(h)          “Cause”
means, as to any Participant, unless the applicable Award Agreement states otherwise, (i) “Cause,” as defined in any
employment or consulting agreement between the Participant and the Service Recipient in effect at the time of the
Participant’s Termination; or (ii) in the absence of any such employment or consulting agreement (or the absence of any
definition of “Cause” contained therein), the Participant’s (A) willful neglect in the performance of the
Participant’s duties for the Service Recipient or willful or repeated failure or refusal to perform such duties; (B)
engagement in conduct in connection with the Participant’s employment or service with the Service Recipient, which results in,
or could reasonably be expected to result in, material harm to the business or reputation of the Company or any other member of the
Company Group; (C) conviction of, or plea of guilty or no contest to, (I) any felony; or (II) any other crime that results in, or
could reasonably be expected to result in, material harm to the business or reputation of the Company or any other member of the
Company Group; (D) material violation of the written policies of the Service Recipient, including, but not limited to, those
relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or
statements of policy of the Service Recipient; (E) fraud or misappropriation, embezzlement or misuse of funds or property belonging
to the Company or any other member of the Company Group; or (F) act of personal dishonesty that involves personal profit in
connection with the Participant’s employment or service to the Service Recipient.


 






     


     


    

 


(i)          “Change
in Control” means:


 


(i)          the
acquisition (whether by purchase, merger, consolidation, combination or other similar transaction) by any Person of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of either (A) the then outstanding
shares of common stock, taking into account as outstanding for this purpose such common stock issuable upon the exercise of options or
warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such common stock; or (B) the
combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors;
provided, that, for purposes of the Plan, the following acquisitions shall not constitute a Change in Control: (I) any acquisition
by the Company or any Affiliate; (II) any acquisition by any employee benefit plan sponsored or maintained by the Company or any Affiliate;
or (III) in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of Persons including
the Participant (or any entity controlled by the Participant or any group of Persons including the Participant);


 


(ii)          during
any period of twelve (12) months, individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board; provided, that any person becoming a director subsequent
to the Effective Date, whose election or nomination for election was approved by a vote of at least two-thirds (2/3rd) of
the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such
person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided,
that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest,
as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with respect to directors or as a result
of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed
to be an Incumbent Director; or





 






     


     


    

 


(iii)          the
sale, transfer or other disposition of all or substantially all of the assets of the Company Group (taken as a whole) to any Person that
is not an Affiliate of the Company.


 


(j)          “Code”
means the Internal Revenue Code of 1986, as amended, and any successor thereto.  Reference in the Plan to any section of the Code
shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions
to such section, regulations or guidance.


 


(k)          “Committee”
means the Compensation Committee of the Board or any properly delegated subcommittee thereof or, if no such Compensation Committee or
subcommittee thereof exists, the Board.


 


(l)          “Common
Stock” means the common stock of the Company, par value $0.0001 per share (and any stock or other securities into which such
Common Stock may be converted or into which it may be exchanged).


 


(m)          “Company”
means Bright Health Group, Inc., a Delaware corporation, and any successor thereto.


 


(n)          “Company
Group” means, collectively, the Company and its Subsidiaries.


 


(o)          “Date
of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization.


 


(p)          “Designated
Foreign Subsidiaries” means all members of the Company Group that are organized under the laws of any jurisdiction or country
other than the United States of America that may be designated by the Board or the Committee from time to time.


 


(q)          “Disability”
means, as to any Participant, unless the applicable Award Agreement states otherwise, (i) “Disability,” as defined in any
employment or consulting agreement between the Participant and the Service Recipient in effect at the time of the Participant’s
Termination; or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “Disability”
contained therein), a condition entitling the Participant to receive benefits under a long-term disability plan of the Service Recipient
or other member of the Company Group in which such Participant is eligible to participate, or, in the absence of such a plan, the complete
and permanent inability of the Participant by reason of illness or accident to perform the duties of the position at which the Participant
was employed or served when such disability commenced.  Any determination of whether Disability exists in the absence of a long-term
disability plan shall be made by the Company (or its designee) in its sole and absolute discretion.


 


(r)          “Effective
Date” means June 5, 2021.


 


(s)          “Eligible
Person” means any (i) individual employed by any member of the Company Group; provided, that no such employee
covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set forth
in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director or officer of any member of
the Company Group; or (iii) consultant or advisor to any member of the Company Group who may be offered securities registrable
pursuant to a registration statement on Form S-8 under the Securities Act.


 






     


     


    

 


(t)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto.  Reference in the Plan to any section
of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under
such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.


 


(u)          “Exercise
Price” has the meaning given to such term in Section 7(b) of the Plan.


 


(v)          “Fair
Market Value” means, on a given date, (i) if the Common Stock is listed on a national securities exchange, the closing sales
price of the Common Stock reported on the primary exchange on which the Common Stock is listed and traded on such date, or, if there are
no such sales on that date, then on the last preceding date on which such sales were reported; (ii) if the Common Stock is not listed
on any national securities exchange but is quoted in an inter-dealer quotation system on a last sale basis, the average between the closing
bid price and ask price reported on such date, or, if there is no such sale on that date, then on the last preceding date on which a sale
was reported; or (iii) if the Common Stock is not listed on a national securities exchange or quoted in an inter-dealer quotation system
on a last sale basis, the amount determined by the Committee in good faith to be the fair market value of the Common Stock; provided,
that, as to any Awards granted on or with a Date of Grant of the date of the pricing of the Company’s initial public offering, “Fair
Market Value” shall be equal to the per share price at which the Common Stock is offered to the public in connection with such initial
public offering.


 


(w)          “GAAP”
has the meaning given to such term in Section 7(d) of the Plan.


 


(x)          “Immediate
Family Members” has the meaning given to such term in Section 14(b) of the Plan.


 


(y)          “Incentive
Stock Option” means an Option which is designated by the Committee as an incentive stock option as described in Section 422
of the Code and otherwise meets the requirements set forth in the Plan.


 


(z)          “Indemnifiable
Person” has the meaning given to such term in Section 4(e) of the Plan.


 


(aa)       “Nonqualified
Stock Option” means an Option which is not designated by the Committee as an Incentive Stock Option.


 






     


     


    

 





(bb)       “Non-Employee
Director” means a member of the Board who is not an employee of any member of the Company Group.


 


(cc)        “Option”
means an Award granted under Section 7 of the Plan.


 


(dd)       “Option
Period” has the meaning given to such term in Section 7(c) of the Plan.


 


(ee)        “Other
Equity-Based Award” means an Award that is not an Option, Stock Appreciation Right, Restricted Stock or Restricted Stock Unit,
that is granted under Section 10 of the Plan and is (i) payable by delivery of Common Stock, and/or (ii) measured by reference to the
value of Common Stock.


 


(ff)          “Participant”
means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to the Plan.


 


(gg)       “Performance
Criteria” means specific levels of performance of the Company (and/or one or more of the Company’s Affiliates, divisions
or operational and/or business units, business segments, administrative departments, or any combination of the foregoing) or any Participant,
which may be determined in accordance with GAAP or on a non-GAAP basis including, but not limited to, one or more of the following measures:
(i) terms relative to a peer group or index; (ii) basic, diluted, or adjusted earnings per share; (iii) sales or revenue; (iv) earnings
before interest, taxes, and other adjustments (in total or on a per share basis); (v) cash available for distribution; (vi) basic or adjusted
net income; (vii) returns on equity, assets, capital, revenue or similar measure; (viii) level and growth of dividends; (ix) the price
or increase in price of Common Stock; (x) total shareholder return; (xi) total assets; (xii) growth in assets, new originations of assets,
or financing of assets; (xiii) equity market capitalization; (xiv) reduction or other quantifiable goal with respect to general and/or
specific expenses; (xv) equity capital raised; (xvi) mergers, acquisitions, increase in enterprise value of Affiliates, Subsidiaries,
divisions or business units or sales of assets of Affiliates, Subsidiaries, divisions or business units or sales of assets; and (xvii)
any combination of the foregoing. Any one or more of the Performance Criteria may be stated as a percentage of another Performance Criteria,
or used on an absolute or relative basis to measure the performance of the Company and/or one or more Affiliates as a whole or any divisions
or operational and/or business units, business segments, administrative departments of the Company and/or one or more Affiliates or any
combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance
of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate,
or as compared to various stock market indices.


 


(hh)       “Permitted
Transferee” has the meaning given to such term in Section 14(b) of the Plan.


 


(ii)          “Person”
means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).


 






     


     


    

 





(jj)          “Plan”
means this Bright Health Group, Inc. 2021 Omnibus Incentive Plan, as it may be amended and/or restated from time to time.


 


(kk)        “Qualifying
Director” means a person who is, with respect to actions intended to obtain an exemption from Section 16(b) of the Exchange
Act pursuant to Rule 16b-3 under the Exchange Act, a “non-employee director” within the meaning of Rule 16b-3 under the Exchange
Act.


 


(ll)          “Restricted
Period” means the period of time determined by the Committee during which an Award is subject to restrictions, including vesting
conditions.


 


(mm)      “Restricted
Stock” means Common Stock, subject to certain specified restrictions (which may include, without limitation, a requirement that
the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of
the Plan.


 


(nn)       “Restricted
Stock Unit” means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or other property,
subject to certain restrictions (which may include, without limitation, a requirement that the Participant remain continuously employed
or provide continuous services for a specified period of time), granted under Section 9 of the Plan.


 


(oo)       “SAR
Period” has the meaning given to such term in Section 8(c) of the Plan.


 


(pp)       “Securities
Act” means the Securities Act of 1933, as amended, and any successor thereto.  Reference in the Plan to any section of
(or rule promulgated under) the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under
such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.


 


(qq)       “Service
Recipient” means, with respect to a Participant holding a given Award, the member of the Company Group by which the original
recipient of such Award is, or following a Termination was most recently, principally employed or to which such original recipient provides,
or following a Termination was most recently providing, services, as applicable.


 


(rr)         “Stock
Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.


 


(ss)        “Strike
Price” has the meaning given to such term in Section 8(b) of the Plan.


 


(tt)         “Subsidiary”
means, with respect to any specified Person:


 


(i)          any
corporation, association or other business entity of which more than fifty percent (50%) of the total voting power of shares of such
entity’s voting securities (without regard to the occurrence of any contingency and after giving effect to any voting
agreement or stockholders’ agreement that effectively transfers voting power) is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and


 






     


     


    

 


(ii)          any
partnership (or any comparable foreign entity) (A) the sole general partner (or functional equivalent thereof) or the managing general
partner of which is such Person or Subsidiary of such Person or (B) the only general partners (or functional equivalents thereof) of which
are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


(uu)       “Substitute
Award” has the meaning given to such term in Section 5(e) of the Plan.


 


(vv)       “Sub-Plans”
means any sub-plan to the Plan that has been adopted by the Board or the Committee for the purpose of permitting the offering of Awards
to employees of certain Designated Foreign Subsidiaries or otherwise outside the United States of America, with each such sub-plan designed
to comply with local laws applicable to offerings in such foreign jurisdictions.  Although any Sub-Plan may be designated a separate
and independent plan from the Plan in order to comply with applicable local laws, the Absolute Share Limit and the other limits specified
in Section 5(b) shall apply in the aggregate to the Plan and any Sub-Plan adopted hereunder.


 


(ww)      “Termination”
means the termination of a Participant’s employment or service, as applicable, with the Service Recipient for any reason (including
death).


 


3.          Effective
Date; Duration.  The Plan shall be effective as of the Effective Date.  The expiration date of the Plan, on and after which
date no Awards may be granted hereunder, shall be the tenth (10th) anniversary of the Effective Date; provided, that such expiration
shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards.


 


4.          Administration.


 


(a)          General. 
The Committee shall administer the Plan.  To the extent required to comply with the provisions of Rule 16b-3 promulgated under the
Exchange Act (if the Board is not acting as the Committee under the Plan), it is intended that each member of the Committee shall, at
the time such member takes any action with respect to an Award under the Plan that is intended to qualify for the exemptions provided
by Rule 16b-3 promulgated under the Exchange Act, be a Qualifying Director.  However, the fact that a Committee member shall fail
to qualify as a Qualifying Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under the
Plan.


 


(b)          Committee
Authority.  Subject to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary
authority, in addition to other express powers and authorizations conferred on the Committee by the Plan, to (i) designate
Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of shares of
Common Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with,
Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances
Awards may be settled in, or exercised for, cash, shares of Common Stock, other securities, other Awards or other property, or
canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or
suspended; (vi) to accelerate the vesting of any Award at any time and for any reason; (vii) determine whether, to what extent, and
under what circumstances the delivery of cash, shares of Common Stock, other securities, other Awards or other property and other
amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of the
Committee; (viii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the
Plan and any instrument or agreement relating to, or Award granted under, the Plan; (ix) establish, amend, suspend, or waive any
rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; (x)
adopt Sub-Plans; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for
the administration of the Plan.


 






     


     


    

 


(c)          Delegation. 
Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation
system on which the securities of the Company are listed or traded, the Committee may allocate all or any portion of its responsibilities
and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons
selected by it.  Any such allocation or delegation may be revoked by the Committee at any time.  Without limiting the generality
of the foregoing, the Committee may delegate to one or more officers of any member of the Company Group, the authority to act on behalf
of the Committee with respect to any matter, right, obligation, or election which is the responsibility of, or which is allocated to,
the Committee herein, and which may be so delegated as a matter of law, except with respect to grants of Awards to persons (i) who are
Non-Employee Directors, or (ii) who are subject to Section 16 of the Exchange Act.


 


(d)          Finality
of Decisions.  Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other
decisions under or with respect to the Plan, any Award or any Award Agreement shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive and binding upon all Persons, including, without limitation, any member of the Company
Group, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.


 


(e)          Indemnification. 
No member of the Board, the Committee or any employee or agent of any member of the Company Group (each such Person, an
 “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or any determination made
with respect to the Plan or any Award hereunder (unless constituting fraud or a willful criminal act or omission).  Each
Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense
(including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting
from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be
involved by reason of any action taken or omitted to be taken or determination made with respect to the Plan or any Award hereunder
and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof,
or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such
Indemnifiable Person, and the Company shall advance to such Indemnifiable Person any such expenses promptly upon written request
(which request shall include an undertaking by the Indemnifiable Person to repay the amount of such advance if it shall ultimately
be determined, as provided below, that the Indemnifiable Person is not entitled to be indemnified); provided, that the
Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company
gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the
Company’s choice.  The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent
that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable
Person determines that the acts, omissions or determinations of such Indemnifiable Person giving rise to the indemnification claim
resulted from such Indemnifiable Person’s fraud or willful criminal act or omission or that such right of indemnification is
otherwise prohibited by law or by the organizational documents of any member of the Company Group.  The foregoing right of
indemnification shall not be exclusive of or otherwise supersede any other rights of indemnification to which such Indemnifiable
Persons may be entitled under the organizational documents of any member of the Company Group, as a matter of law, under an
individual indemnification agreement or contract or otherwise, or any other power that the Company may have to indemnify such
Indemnifiable Persons or hold such Indemnifiable Persons harmless.


 






     


     


    

 


(f)          Board
Authority.  Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time
and from time to time, grant Awards and administer the Plan with respect to any Awards.  Any such actions by the Board shall be subject
to the applicable rules of the securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted. 
In any such case, the Board shall have all the authority granted to the Committee under the Plan.


 


5.          Grant
of Awards; Shares Subject to the Plan; Limitations.


 


(a)          Grants. 
The Committee may, from time to time, grant Awards to one or more Eligible Persons. All Awards granted under the Plan shall vest and become
exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee, including, without limitation,
attainment of Performance Criteria. Notwithstanding any vesting dates or events, the Committee may, in its sole discretion, accelerate
the vesting of any Award at any time and for any reason.


 


(b)          Share
Reserve and Limits.  Awards granted under the Plan shall be subject to the following limitations:  (i) subject to
Section 12 of the Plan, no more than forty-two million (42,000,000) shares of Common Stock (the “Absolute Share
Limit”) shall be available for Awards under the Plan; provided, that the Absolute Share Limit shall be automatically
increased on the first day of each fiscal year commencing on January 1, 2022 in an amount equal to the lesser of (x) five percent
(5%) of the total number of shares of Common Stock outstanding on the last day of the immediately preceding fiscal year and (y) such
number of shares Common Stock as determined by the Board; (ii) subject to Section 12 of the Plan, no more than the number of shares
of Common Stock equal to the Absolute Share Limit may be issued in the aggregate pursuant to the exercise of Incentive Stock Options
granted under the Plan; and (iii) the maximum number of shares of Common Stock subject to Awards granted during a single fiscal year
to any Non-Employee Director, taken together with any cash fees paid to such Non-Employee Director during the fiscal year, shall not
exceed $650,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for
financial reporting purposes).


 






     


     


    

 


(c)          Share
Counting.  Other than with respect to Substitute Awards, to the extent that an Award expires or is canceled, forfeited, or terminated
without issuance to the Participant of the full number of shares of Common Stock to which the Award related, the unissued shares will
again be available for grant under the Plan.  Shares of Common Stock shall be deemed to have been issued in settlement of Awards
if the Fair Market Value equivalent of such shares is paid in cash in connection with such settlement; provided, that no shares
shall be deemed to have been issued in settlement of a SAR or Restricted Stock Unit that provides for settlement only in cash and settles
only in cash or in respect of any Cash-Based Incentive Award.  In no event shall shares (i) tendered or withheld on exercise of Options
or other Awards for the payment of the exercise or purchase price or withholding taxes, (ii) not issued upon the settlement of a SAR that
by the terms of the Award Agreement would settle in shares of Common Stock (or could settle in shares of Common Stock), or (iii) purchased
on the open market with cash proceeds from the exercise of Options, again become available for other Awards under the Plan.


 


(d)          Source
of Shares.  Shares of Common Stock issued by the Company in settlement of Awards may be authorized and unissued shares, shares
held in the treasury of the Company, shares purchased on the open market or by private purchase or a combination of the foregoing.


 


(e)          Substitute
Awards.  Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution
for, outstanding awards previously granted by an entity directly or indirectly acquired by the Company or with which the Company combines
(“Substitute Awards”).  Substitute Awards shall not be counted against the Absolute Share Limit; provided,
that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as
 “incentive stock options” within the meaning of Section 422 of the Code shall be counted against the aggregate number of shares
of Common Stock available for Awards of Incentive Stock Options under the Plan.  Subject to applicable stock exchange requirements,
available shares under a stockholder-approved plan of an entity directly or indirectly acquired by the Company or with which the Company
combines (as appropriately adjusted to reflect the acquisition or combination transaction) may be used for Awards under the Plan and shall
not reduce the number of shares of Common Stock available for issuance under the Plan.


 


6.          Eligibility. 
Participation in the Plan shall be limited to Eligible Persons.


 






     


     


    

 


7.          Options.





 


(a)          General. 
Each Option granted under the Plan shall be evidenced by an Award Agreement, which agreement need not be the same for each Participant. 
Each Option so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with
the Plan as may be reflected in the applicable Award Agreement.  All Options granted under the Plan shall be Nonqualified Stock Options
unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option.  Incentive Stock
Options shall be granted only to Eligible Persons who are employees of a member of the Company Group, and no Incentive Stock Option shall
be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code.  No Option shall be treated
as an Incentive Stock Option unless the Plan has been approved by the stockholders of the Company in a manner intended to comply with
the stockholder approval requirements of Section 422(b)(1) of the Code; provided, that any Option intended to be an Incentive Stock
Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated
as a Nonqualified Stock Option unless and until such approval is obtained.  In the case of an Incentive Stock Option, the terms and
conditions of such grant shall be subject to, and comply with, such rules as may be prescribed by Section 422 of the Code.  If for
any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option,
then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately
granted under the Plan.


 


(b)          Exercise
Price.  Except as otherwise provided by the Committee in the case of Substitute Awards, the exercise price (“Exercise
Price”) per share of Common Stock for each Option shall not be less than one hundred percent (100%) of the Fair Market Value
of such share (determined as of the Date of Grant); provided, that, in the case of an Incentive Stock Option granted to an employee
who, at the time of the grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of
stock of any member of the Company Group, the Exercise Price per share shall be no less than one hundred ten percent (110%) of the Fair
Market Value per share on the Date of Grant.


 


(c)          Vesting
and Expiration.


 


(i)          Options
shall vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee.


 


(ii)         Options
shall expire upon a date determined by the Committee, not to exceed ten (10) years from the Date of Grant (the “Option Period”);
provided, that, if the Option Period (other than in the case of an Incentive Stock Option) would expire at a time when trading
in the shares of Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”),
then the Option Period shall be automatically extended until the thirtieth (30th) day following the expiration of such prohibition. 
Notwithstanding the foregoing, in no event shall the Option Period exceed five (5) years from the Date of Grant in the case of an Incentive
Stock Option granted to a Participant who on the Date of Grant owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of any member of the Company Group.





 






     


     


    

 


(d)          Method
of Exercise and Form of Payment.  No shares of Common Stock shall be issued pursuant to any exercise of an Option until payment
in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any Federal,
state, local and non-U.S. income, employment and any other applicable taxes required to be withheld.  Options which have become exercisable
may be exercised by delivery of written or electronic notice of exercise to the Company (or telephonic instructions to the extent provided
by the Committee) in accordance with the terms of the Option accompanied by payment of the Exercise Price.  The Exercise Price shall
be payable: (i) in cash, check, cash equivalent and/or shares of Common Stock valued at the Fair Market Value at the time the Option is
exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of
shares of Common Stock in lieu of actual issuance of such shares to the Company); provided, that such shares of Common Stock are
not subject to any pledge or other security interest and have been held by the Participant for at least six (6) months (or such other
period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting
principles (“GAAP”)); or (ii) by such other method as the Committee may permit, in its sole discretion, including,
without limitation (A) in other property having a fair market value on the date of exercise equal to the Exercise Price; (B) if there
is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant
to which the Company is delivered (including telephonically to the extent permitted by the Committee) a copy of irrevocable instructions
to a stockbroker to sell the shares of Common Stock otherwise issuable upon the exercise of the Option and to deliver promptly to the
Company an amount equal to the Exercise Price; or (C) a “net exercise” procedure effected by withholding the minimum number
of shares of Common Stock otherwise issuable in respect of an Option that are needed to pay the Exercise Price.  Any fractional shares
of Common Stock shall be settled in cash.


 


(e)          Notification
upon Disqualifying Disposition of an Incentive Stock Option.  Each Participant awarded an Incentive Stock Option under the Plan
shall notify the Company in writing immediately after the date the Participant makes a disqualifying disposition of any Common Stock acquired
pursuant to the exercise of such Incentive Stock Option.  A disqualifying disposition is any disposition (including, without limitation,
any sale) of such Common Stock before the later of (i) the date that is two (2) years after the Date of Grant of the Incentive Stock Option,
or (ii) the date that is one (1) year after the date of exercise of the Incentive Stock Option.  The Company may, if determined by
the Committee and in accordance with procedures established by the Committee, retain possession, as agent for the applicable Participant,
of any Common Stock acquired pursuant to the exercise of an Incentive Stock Option until the end of the period described in the preceding
sentence, subject to complying with any instructions from such Participant as to the sale of such Common Stock.


 


(f)          Compliance
With Laws, etc.  Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a
manner which the Committee determines would violate the Sarbanes-Oxley Act of 2002, as it may be amended from time to time, or any
other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and
regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or
traded.


 






     


     


    

 


8.          Stock
Appreciation Rights.


 


(a)          General. 
Each SAR granted under the Plan shall be evidenced by an Award Agreement.  Each SAR so granted shall be subject to the conditions
set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. 
Any Option granted under the Plan may include tandem SARs.  The Committee also may award SARs to Eligible Persons independent of
any Option.


 


(b)          Strike
Price.  Except as otherwise provided by the Committee in the case of Substitute Awards, the strike price (“Strike Price”)
per share of Common Stock for each SAR shall not be less than one hundred percent (100%) of the Fair Market Value of such share (determined
as of the Date of Grant).  Notwithstanding the foregoing, a SAR granted in tandem with (or in substitution for) an Option previously
granted shall have a Strike Price equal to the Exercise Price of the corresponding Option.


 


(c)          Vesting
and Expiration.


 


(i)          A
SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration
provisions as the corresponding Option.  A SAR granted independent of an Option shall vest and become exercisable in such manner
and on such date or dates or upon such event or events as determined by the Committee.


 


(ii)          SARs
shall expire upon a date determined by the Committee, not to exceed ten (10) years from the Date of Grant (the “SAR Period”);
provided, that, if the SAR Period would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s
insider trading policy (or Company-imposed “blackout period”), then the SAR Period shall be automatically extended until the
thirtieth (30th) day following the expiration of such prohibition.


 


(d)          Method
of Exercise.  SARs which have become exercisable may be exercised by delivery of written or electronic notice of exercise to
the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were
awarded.


 


(e)          Payment. 
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that is
being exercised multiplied by the excess of the Fair Market Value of one (1) share of Common Stock on the exercise date over the Strike
Price, less an amount equal to any Federal, state, local and non-U.S. income, employment and any other applicable taxes required to be
withheld.  The Company shall pay such amount in cash, in shares of Common Stock valued at Fair Market Value, or any combination thereof,
as determined by the Committee.  Any fractional shares of Common Stock shall be settled in cash.


 






     


     


    

 



 





9.          Restricted
Stock and Restricted Stock Units.


 


(a)          General. 
Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement.  Each Restricted Stock and Restricted
Stock Unit so granted shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with
the Plan as may be reflected in the applicable Award Agreement.


 


(b)          Stock
Certificates and Book-Entry; Escrow or Similar Arrangement.  Upon the grant of Restricted Stock, the Committee shall cause a
stock certificate registered in the name of the Participant to be issued or shall cause share(s) of Common Stock to be registered in the
name of the Participant and held in book-entry form subject to the Company’s directions and, if the Committee determines that the
Restricted Stock shall be held by the Company or in escrow rather than issued to the Participant pending the release of the applicable
restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory
to the Committee, if applicable; and (ii) the appropriate stock power (endorsed in blank) with respect to the Restricted Stock covered
by such agreement.  If a Participant shall fail to execute and deliver (in a manner permitted under Section 14(a) of the Plan or
as otherwise determined by the Committee) an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement
and blank stock power within the amount of time specified by the Committee, the Award shall be null and void.  Subject to the restrictions
set forth in this Section 9, Section 14(c) of the Plan and the applicable Award Agreement, a Participant generally shall have the rights
and privileges of a stockholder as to shares of Restricted Stock, including, without limitation, the right to vote such Restricted Stock. 
To the extent shares of Restricted Stock are forfeited, any stock certificates issued to the Participant evidencing such shares shall
be returned to the Company, and all rights of the Participant to such shares and as a stockholder with respect thereto shall terminate
without further obligation on the part of the Company.  A Participant shall have no rights or privileges as a stockholder as to Restricted
Stock Units.


 


(c)          Vesting. 
Restricted Stock and Restricted Stock Units shall vest, and any applicable Restricted Period shall lapse, in such manner and on such date
or dates or upon such event or events as determined by the Committee.


 


(d)          Issuance
of Restricted Stock and Settlement of Restricted Stock Units.


 


(i)          Upon
the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable
Award Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award
Agreement.  If an escrow arrangement is used, upon such expiration, the Company shall issue to the Participant, or the
Participant’s beneficiary, without charge, the stock certificate (or, if applicable, a notice evidencing a book-entry
notation) evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted
Period has expired (rounded down to the nearest full share).  Dividends, if any, that may have been withheld by the Committee
and attributable to any particular share of Restricted Stock shall be distributed to the Participant in cash or, in the sole
discretion of the Committee, in shares of Common Stock having a Fair Market Value (on the date of distribution) equal to the amount
of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no
right to such dividends.


 






     


     


    

 





(ii)          Unless
otherwise provided by the Committee in an Award Agreement or otherwise, upon the expiration of the Restricted Period with respect to any
outstanding Restricted Stock Units, the Company shall issue to the Participant or the Participant’s beneficiary, without charge,
one (1) share of Common Stock (or other securities or other property, as applicable) for each such outstanding Restricted Stock Unit;
provided, that the Committee may, in its sole discretion, elect to (A) pay cash or part cash and part shares of Common Stock in
lieu of issuing only shares of Common Stock in respect of such Restricted Stock Units; or (B) defer the issuance of shares of Common Stock
(or cash or part cash and part shares of Common Stock, as the case may be) beyond the expiration of the Restricted Period if such extension
would not cause adverse tax consequences under Section 409A of the Code.  If a cash payment is made in lieu of issuing shares of
Common Stock in respect of such Restricted Stock Units, the amount of such payment shall be equal to the Fair Market Value per share of
the Common Stock as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units.


 


(e)          Legends
on Restricted Stock.  Each certificate, if any, or book entry representing Restricted Stock awarded under the Plan, if any, shall
bear a legend or book entry notation substantially in the form of the following, in addition to any other information the Company deems
appropriate, until the lapse of all restrictions with respect to such shares of Common Stock:


 


TRANSFER OF THIS CERTIFICATE AND THE
SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE BRIGHT HEALTH GROUP, INC. 2021 OMNIBUS INCENTIVE PLAN AND A RESTRICTED
STOCK AWARD AGREEMENT BETWEEN BRIGHT HEALTH GROUP, INC. AND PARTICIPANT.  A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE
PRINCIPAL EXECUTIVE OFFICES OF BRIGHT HEALTH GROUP, INC.


 


10.          Other
Equity-Based Awards.  The Committee may grant Other Equity-Based Awards under the Plan to Eligible Persons, alone or in
tandem with other Awards, in such amounts and dependent on such conditions as the Committee shall from time to time in its sole discretion
determine.  Each Other Equity-Based Award granted under the Plan shall be evidenced by an Award Agreement and shall be subject to
such conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.


 


11.          Cash-Based
Incentive Awards.  The Committee may grant Cash-Based Incentive Awards under the Plan to any Eligible Person.  Each Cash-Based
Incentive Award granted under the Plan shall be evidenced in such form as the Committee may determine from time to time.


 


12.          Changes
in Capital Structure and Similar Events.  Notwithstanding any other provision in the Plan to the contrary, the following
provisions shall apply to all Awards granted hereunder (other than Cash-Based Incentive Awards):


 






     


     


    

 





(a)          General. 
In the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of Common
Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, split-off, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance
of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate transaction
or event that affects the shares of Common Stock (including a Change in Control); or (ii) unusual or nonrecurring events affecting the
Company, including changes in applicable rules, rulings, regulations or other requirements, that the Committee determines, in its sole
discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, Participants
(any event in (i) or (ii), an “Adjustment Event”), the Committee shall, in respect of any such Adjustment Event, make
such proportionate substitution or adjustment, if any, as it deems equitable, to any or all of (A) the Absolute Share Limit, or any other
limit applicable under the Plan with respect to the number and class of shares of common stock that may be delivered under the Plan; (B)
the number, class and price of shares of common stock or other securities of the Company (or number and kind of other securities or other
property) which may be issued in respect of Awards or with respect to which Awards may be granted under the Plan or any Sub-Plan; and
(C) the terms of any outstanding Award, including, without limitation, (I) the number and class of shares of common stock or other securities
of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards
relate; (II) the Exercise Price or Strike Price with respect to any Award; or (III) any applicable performance measures (including, without
limitation, Performance Criteria); provided, that, in the case of any “equity restructuring” (within the meaning of
the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)), the Committee
shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring.


 


(b)          Change
in Control.  Without limiting the foregoing, in connection with any Change in Control, the Committee may, in its sole discretion,
provide for any one or more of the following:


 


(i)          substitution
or assumption of Awards, or to the extent that the surviving entity (or Affiliate thereof) of such Change in Control does not substitute
or assume the Awards, full acceleration of vesting of, exercisability of, or lapse of restrictions on, as applicable, any Awards; provided,
that, unless the applicable Award Agreement provides for different treatment upon a Change in Control, with respect to any performance-vested
Awards, any such acceleration of vesting, exercisability, or lapse of restrictions shall be based on (A) the target level of performance
if the applicable performance period has not ended prior to the date of such Change in Control, and (B) the actual level of performance
attained during the performance period if the applicable performance period has ended prior to the date of such Change in Control; and


 






     


     


    

 


 


(ii)          cancellation
of any one or more outstanding Awards and payment to the holders of such Awards that are vested as of such cancellation (including, without
limitation, any Awards that would vest as a result of the occurrence of such event but for such cancellation or for which vesting is accelerated
by the Committee in connection with such event pursuant to clause (i) above), the value of such Awards, if any, as determined by the Committee
(which value, if applicable, may be based upon the price per share of Common Stock received or to be received by other stockholders of
the Company in such event), including, without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal
to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Common Stock subject to such
Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR (it being understood that, in such event, any Option
or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of a share of Common Stock subject
thereto may be canceled and terminated without any payment or consideration therefor).


 


For purposes of clause (i) above, an award will
be considered granted in substitution of an Award if it has an equivalent value (as determined consistent with clause (ii) above) with
the original Award, whether designated in securities of the acquiror in such Change in Control transaction (or an Affiliate thereof),
or in cash or other property (including in the same consideration that other stockholders of the Company receive in connection with such
Change in Control transaction), and retains the vesting schedule applicable to the original Award.


 


Payments to holders pursuant to clause (ii) above
shall be made in cash or, in the sole discretion of the Committee, in the form of such other consideration necessary for a Participant
to receive property, cash, or securities (or combination thereof) as such Participant would have been entitled to receive upon the occurrence
of the transaction if the Participant had been, immediately prior to such transaction, the holder of the number of shares of Common Stock
covered by the Award at such time (less any applicable Exercise Price or Strike Price).


 


(c)          Other
Requirements.  Prior to any payment or adjustment contemplated under this Section 12, the Committee may require a Participant
to (i) represent and warrant as to the unencumbered title to the Participant’s Awards; (ii) bear such Participant’s pro rata
share of any post-closing indemnity obligations, and be subject to the same post-closing purchase price adjustments, escrow terms, offset
rights, holdback terms, and similar conditions as the other holders of Common Stock, subject to any limitations or reductions as may be
necessary to comply with Section 409A of the Code; and (iii) deliver customary transfer documentation as reasonably determined by the
Committee.


 


(d)          Fractional
Shares.  Any adjustment provided under this Section 12 may provide for the elimination of any fractional share that might otherwise
become subject to an Award.


 


(e)          Binding
Effect.  Any adjustment, substitution, determination of value or other action taken by the Committee under this Section 12 shall
be conclusive and binding for all purposes.


 






     


     


    

 





13.          Amendments
and Termination.


 


(a)          Amendment
and Termination of the Plan.  The Board or Committee may amend, alter, suspend, discontinue, or terminate the Plan or any portion
thereof at any time; provided, that no such amendment, alteration, suspension, discontinuance or termination shall be made without
stockholder approval if (i) such approval is necessary to comply with any regulatory requirement applicable to the Plan (including, without
limitation, as necessary to comply with any rules or regulations of any securities exchange or inter-dealer quotation system on which
the securities of the Company may be listed or quoted) or for changes in GAAP to new accounting standards; (ii) it would materially increase
the number of securities which may be issued under the Plan (except for increases pursuant to Sections 5 or 12 of the Plan); or (iii)
it would materially modify the requirements for participation in the Plan; provided, further, that any such amendment, alteration,
suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary
of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. 
Notwithstanding the foregoing, no amendment shall be made to Section 13(c) of the Plan without stockholder approval.


 


(b)          Amendment
of Award Agreements.  The Committee may, to the extent consistent with the terms of the Plan and any applicable Award Agreement,
waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted
or the associated Award Agreement, prospectively or retroactively (including after a Participant’s Termination); provided,
that, other than pursuant to Section 12, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination
that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that
extent be effective without the consent of the affected Participant.


 


(c)          No
Repricing.  Notwithstanding anything in the Plan to the contrary, without stockholder approval, except as otherwise permitted
under Section 12 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price of any
SAR; (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR (with a lower Exercise Price
or Strike Price, as the case may be) or other Award or cash payment that is greater than the intrinsic value (if any) of the cancelled
Option or SAR; and (iii) the Committee may not take any other action which is considered a “repricing” for purposes of the
stockholder approval rules of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed
or quoted.


 


14.          General.


 


(a)          Award
Agreements.  Each Award (other than a Cash-Based Incentive Award) under the Plan shall be evidenced by an Award Agreement,
which shall be delivered to the Participant to whom such Award was granted and shall specify the terms and conditions of the Award
and any rules applicable thereto, including, without limitation, the effect on such Award of the death, Disability or Termination of
a Participant, or of such other events as may be determined by the Committee.  For purposes of the Plan, an Award Agreement may
be in any such form (written or electronic) as determined by the Committee (including, without limitation, a Board or Committee
resolution, an employment agreement, a notice, a certificate or a letter) evidencing the Award.  The Committee need not require
an Award Agreement to be signed by the Participant or a duly authorized representative of the Company.


 






     


     


    

 


 


(b)          Nontransferability.


 


(i)          Each
Award shall be exercisable only by such Participant to whom such Award was granted during the Participant’s lifetime, or, if permissible
under applicable law, by the Participant’s legal guardian or representative.  No Award may be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by a Participant (unless such transfer is specifically required pursuant to a domestic
relations order or by applicable law) other than by will or by the laws of descent and distribution and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against any member of the Company Group;
provided, that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer
or encumbrance.


 


(ii)          Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant,
without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve the
purposes of the Plan, to (A) any person who is a “family member” of the Participant, as such term is used in the instructions
to Form S-8 under the Securities Act or any successor form of registration statement promulgated by the Securities and Exchange Commission
(collectively, the “Immediate Family Members”); (B) a trust solely for the benefit of the Participant and the Participant’s
Immediate Family Members; (C) a partnership or limited liability company whose only partners or stockholders are the Participant and the
Participant’s Immediate Family Members; or (D) a beneficiary to whom donations are eligible to be treated as “charitable contributions”
for federal income tax purposes (each transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred to as a “Permitted
Transferee”); provided, that the Participant gives the Committee advance written notice describing the terms and conditions
of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements
of the Plan.


 


(iii)          The
terms of any Award transferred in accordance with clause (ii) above shall apply to the Permitted Transferee and any reference in the
Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A)
Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B)
Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration
statement on an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise of such Option if the
Committee determines, consistent with any applicable Award Agreement, that such a registration statement is necessary or
appropriate; (C) neither the Committee nor the Company shall be required to provide any notice to a Permitted Transferee, whether or
not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D) the
consequences of a Participant’s Termination under the terms of the Plan and the applicable Award Agreement shall continue to
be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted
Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement.


 






     


     


    

 





(c)          Dividends
and Dividend Equivalents.  The Committee may, in its sole discretion, provide a Participant as part of an Award with dividends,
dividend equivalents, or similar payments in respect of Awards, payable in cash, shares of Common Stock, other securities, other Awards
or other property, on a current or deferred basis, on such terms and conditions as may be determined by the Committee in its sole discretion,
including, without limitation, payment directly to the Participant, withholding of such amounts by the Company subject to vesting of the
Award or reinvestment in additional shares of Common Stock, Restricted Stock or other Awards.  Without limiting the foregoing, unless
otherwise provided in the Award Agreement, any dividend otherwise payable in respect of any share of Restricted Stock that remains subject
to vesting conditions at the time of payment of such dividend shall be retained by the Company and remain subject to the same vesting
conditions as the share of Restricted Stock to which the dividend relates.


 


(d)          Tax
Withholding.


 


(i)          A
Participant shall be required to pay to the Company or one or more of its Subsidiaries, as applicable, an amount in cash (by check or
wire transfer) equal to the aggregate amount of any income, employment and/or other applicable taxes that are statutorily required to
be withheld in respect of an Award.  Alternatively, the Company or any of its Subsidiaries may elect, in its sole discretion, to
satisfy this requirement by withholding such amount from any cash compensation or other cash amounts owing to a Participant.


 


(ii)          Without
limiting the foregoing, the Committee may (but is not obligated to), in its sole discretion, permit or require a Participant to
satisfy, all or any portion of the minimum income, employment and/or other applicable taxes that are statutorily required to be
withheld with respect to an Award by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other
security interest) that have been both held by the Participant and vested for at least six (6) months (or such other period as
established from time to time by the Committee in order to avoid adverse accounting treatment under applicable accounting standards)
having an aggregate fair market value equal to such minimum statutorily required withholding liability (or portion thereof); or (B)
having the Company withhold from the shares of Common Stock otherwise issuable or deliverable to, or that would otherwise be
retained by, the Participant upon the grant, exercise, vesting or settlement of the Award, as applicable, a number of shares of
Common Stock with an aggregate fair market value equal to an amount, subject to clause (iii) below, not in excess of such minimum
statutorily required withholding liability (or portion thereof).


 






     


     


    

 





(iii)          The
Committee has full discretion to allow Participants to satisfy, in whole or in part, any additional income, employment and/or other applicable
taxes payable by them with respect to an Award by electing to have the Company withhold from the shares of Common Stock otherwise issuable
or deliverable to, or that would otherwise be retained by, a Participant upon the grant, exercise, vesting or settlement of the Award,
as applicable, shares of Common Stock having an aggregate fair market value that is greater than the applicable minimum required statutory
withholding liability (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in a Participant’s
relevant tax jurisdictions).


 


(e)          Data
Protection.  By participating in the Plan or accepting any rights granted under it, each Participant consents to the collection
and processing of personal data relating to the Participant so that the Company and its Affiliates can fulfill their obligations and exercise
their rights under the Plan and generally administer and manage the Plan.  This data will include, but may not be limited to, data
about participation in the Plan and shares offered or received, purchased, or sold under the Plan from time to time and other appropriate
financial and other data (such as the date on which the Awards were granted) about the Participant and the Participant’s participation
in the Plan.


 


(f)          No
Claim to Awards; No Rights to Continued Employment; Waiver.  No employee of any member of the Company Group, or other Person,
shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected
for a grant of any other Award.  There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of
Awards.  The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need
not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are
similarly situated.  Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be
retained in the employ or service of the Service Recipient or any other member of the Company Group, nor shall it be construed as giving
any Participant any rights to continued service on the Board.  The Service Recipient or any other member of the Company Group may
at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under
the Plan, unless otherwise expressly provided in the Plan or any Award Agreement.  By accepting an Award under the Plan, a Participant
shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement related
to non-continuation of the Award beyond the period provided under the Plan or any Award Agreement, except to the extent of any provision
to the contrary in any written employment contract or other agreement between the Service Recipient and/or any member of the Company Group
and the Participant, whether any such agreement is executed before, on or after the Date of Grant.


 


(g)          International
Participants.  With respect to Participants who reside or work outside of the United States of America, the Committee may,
in its sole discretion, amend the terms of the Plan and create or amend Sub-Plans or amend outstanding Awards with respect to such
Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment
for a Participant or any member of the Company Group.


 






     


     


    

 





(h)          Designation
and Change of Beneficiary.  Each Participant may file with the Committee a written designation of one or more Persons as the
beneficiary or beneficiaries, as applicable, who shall be entitled to receive the amounts payable with respect to an Award, if any, due
under the Plan upon the Participant’s death.  A Participant may, from time to time, revoke or change the Participant’s
beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee.  The last such
designation received by the Committee shall be controlling; provided, that no designation, or change or revocation thereof, shall
be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date
prior to such receipt.  If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be the Participant’s
spouse or, if the Participant is unmarried at the time of death, the Participant’s estate.


 


(i)          Termination. 
Except as otherwise provided in an Award Agreement, unless determined otherwise by the Committee at any point following such event: (i)
neither a temporary absence from employment or service due to illness, vacation or leave of absence (including, without limitation, a
call to active duty for military service through a Reserve or National Guard unit) nor a transfer from employment or service with one
Service Recipient to employment or service with another Service Recipient (or vice-versa) shall be considered a Termination; and (ii)
if a Participant undergoes a Termination of employment, but such Participant continues to provide services to the Company Group in a non-employee
capacity, such change in status shall not be considered a Termination for purposes of the Plan.  Further, unless otherwise determined
by the Committee, in the event that any Service Recipient ceases to be a member of the Company Group (by reason of sale, divestiture,
spin-off or other similar transaction), unless a Participant’s employment or service is transferred to another entity that would
constitute a Service Recipient immediately following such transaction, such Participant shall be deemed to have suffered a Termination
hereunder as of the date of the consummation of such transaction.


 


(j)          No
Rights as a Stockholder.  Except as otherwise specifically provided in the Plan or any Award Agreement, no Person shall be entitled
to the privileges of ownership in respect of shares of Common Stock which are subject to Awards hereunder until such shares have been
issued or delivered to such Person.


 


(k)          Government
and Other Regulations.


 


(i)          The
obligation of the Company to settle Awards in shares of Common Stock or other consideration shall be subject to all applicable laws,
rules, and regulations, and to such approvals by governmental agencies as may be required.  Notwithstanding any terms or
conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be
prohibited from offering to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly
registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an
opinion of counsel (if the Company has requested such an opinion), satisfactory to the Company, that such shares may be offered or
sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been
fully complied with.  The Company shall be under no obligation to register for sale under the Securities Act any of the shares
of Common Stock to be offered or sold under the Plan.  The Committee shall have the authority to provide that all shares of
Common Stock or other securities of any member of the Company Group issued under the Plan shall be subject to such stop-transfer
orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, the Federal
securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange
or inter-dealer quotation system on which the securities of the Company are listed or quoted and any other applicable Federal,
state, local or non-U.S. laws, rules, regulations and other requirements, and, without limiting the generality of Section 9 of the
Plan, the Committee may cause a legend or legends to be put on certificates representing shares of Common Stock or other securities
of any member of the Company Group issued under the Plan to make appropriate reference to such restrictions or may cause such Common
Stock or other securities of any member of the Company Group issued under the Plan in book-entry form to be held subject to the
Company’s instructions or subject to appropriate stop-transfer orders.  Notwithstanding any provision in the Plan to the
contrary, the Committee reserves the right to, at any time, add any additional terms or provisions to any Award granted under the
Plan that the Committee, in its sole discretion, deems necessary or advisable in order that such Award complies with the legal
requirements of any governmental entity to whose jurisdiction the Award is subject.


 






     


     


    

 





(ii)          The
Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual
restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock
from the public markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of
Common Stock from the Company and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable or
inadvisable.  If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the
Company shall, subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code, (A) pay to the
Participant an amount equal to the excess of (I) the aggregate Fair Market Value of the shares of Common Stock subject to such Award
or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or
issued, as applicable); over (II) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or
any amount payable as a condition of issuance of shares of Common Stock (in the case of any other Award).  Such amount shall be
delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof, or (B) in the case
of Restricted Stock, Restricted Stock Units or Other Equity-Based Awards, provide the Participant with a cash payment or equity
subject to deferred vesting and delivery consistent with the vesting restrictions applicable to such Restricted Stock, Restricted
Stock Units or Other Equity-Based Awards, or the underlying shares in respect thereof.


 


(l)          No
Section 83(b) Elections Without Consent of Company.  No election under Section 83(b) of the Code or under a similar provision
of law may be made unless expressly permitted by the terms of the applicable Award Agreement or by action of the Company in writing prior
to the making of such election.  If a Participant, in connection with the acquisition of shares of Common Stock under the Plan or
otherwise, is expressly permitted to make such election and the Participant makes the election, the Participant shall notify the Company
of such election within ten (10) days of filing notice of the election with the Internal Revenue Service or other governmental authority,
in addition to any filing and notification required pursuant to Section 83(b) of the Code or other applicable provision.


 


(m)          Payments
to Persons Other Than Participants.  If the Committee shall find that any Person to whom any amount is payable under the Plan
is unable to care for the Participant’s affairs because of illness or accident, or is a minor, or has died, then any payment due
to such Person or the Participant’s estate (unless a prior claim therefor has been made by a duly appointed legal representative)
may, if the Committee so directs the Company, be paid to the Participant’s spouse, child, relative, an institution maintaining or
having custody of such Person, or any other Person deemed by the Committee to be a proper recipient on behalf of such Person otherwise
entitled to payment.  Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.


 


(n)          Nonexclusivity
of the Plan.  Neither the adoption of the Plan by the Committee nor the submission of the Plan to the stockholders of the Company
for approval shall be construed as creating any limitations on the power of the Committee or Board to adopt such other incentive arrangements
as it may deem desirable, including, without limitation, the granting of equity-based awards otherwise than under the Plan, and such arrangements
may be either applicable generally or only in specific cases.


 


(o)          No
Trust or Fund Created.  Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between any member of the Company Group, on the one hand, and a Participant or other Person, on the other
hand.  No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan,
to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets,
nor shall the Company be obligated to maintain separate bank accounts, books, records or other evidence of the existence of a segregated
or separately maintained or administered fund for such purposes.  Participants shall have no rights under the Plan other than as
unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation
by performance of services, they shall have the same rights as other service providers under general law.


 






     


     


    

 





(p)          Reliance
on Reports.  Each member of the Committee and each member of the Board shall be fully justified in acting or failing to
act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report
made by the independent public accountant of any member of the Company Group and/or any other information furnished in connection
with the Plan by any agent of the Company or the Committee or the Board, other than himself or herself.


 


(q)          Relationship
to Other Benefits.  No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement,
profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan or as
required by applicable law.


 


(r)          Governing
Law.  The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to
contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof. 


 


EACH PARTICIPANT WHO ACCEPTS AN AWARD IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION, OR OTHER PROCEEDING INSTITUTED
BY OR AGAINST SUCH PARTICIPANT IN RESPECT OF THE PARTICIPANT’S RIGHTS OR OBLIGATIONS HEREUNDER.


 


(s)          Severability. 
If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee,
such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed
or deemed stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force
and effect.


 


(t)          Obligations
Binding on Successors.  The obligations of the Company under the Plan shall be binding upon any successor corporation or organization
resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding
to substantially all of the assets and business of the Company.


 


(u)          Section
409A of the Code.


 


(i)          Notwithstanding
any provision of the Plan to the contrary, it is intended that the provisions of the Plan comply with Section 409A of the Code, and
all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or
penalties under Section 409A of the Code.  Each Participant is solely responsible and liable for the satisfaction of all taxes
and penalties that may be imposed on or in respect of such Participant in connection with the Plan (including any taxes and
penalties under Section 409A of the Code), and neither the Service Recipient nor any other member of the Company Group shall have
any obligation to indemnify or otherwise hold such Participant (or any beneficiary) harmless from any or all of such taxes or
penalties.  With respect to any Award that is considered “deferred compensation” subject to Section 409A of the
Code, references in the Plan to “termination of employment” (and substantially similar phrases) shall mean
 “separation from service” within the meaning of Section 409A of the Code.  For purposes of Section 409A of the
Code, each of the payments that may be made in respect of any Award granted under the Plan is designated as a separate payment.


 






     


     


    

 





(ii)          Notwithstanding
anything in the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i)
of the Code, no payments in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code and
which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the
Code) shall be made to such Participant prior to the date that is six (6) months after the date of such Participant’s “separation
from service” or, if earlier, the date of the Participant’s death.  Following any applicable six (6) month delay, all
such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business
day.


 


(iii)          Unless
otherwise provided by the Committee in an Award Agreement or otherwise, in the event that the timing of payments in respect of any Award
(that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) would be accelerated upon
the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change in Control
satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial
portion of the assets of a corporation pursuant to Section 409A of the Code; or (B) a Disability, no such acceleration shall be permitted
unless the Disability also satisfies the definition of “Disability” pursuant to Section 409A of the Code.


 


(v)          Clawback/Repayment. 
All Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback,
forfeiture or other similar policy adopted by the Board or the Committee and as in effect from time to time; and (ii) applicable law. 
Further, to the extent that the Participant receives any amount in excess of the amount that the Participant should otherwise have received
under the terms of the Award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations
or other administrative error), the Participant may be required to repay any such excess amount to the Company.


 


(w)          Right
of Offset.  The Company will have the right to offset against its obligation to deliver shares of Common Stock (or other property
or cash) under the Plan or any Award Agreement any outstanding amounts (including, without limitation, travel and entertainment or advance
account balances, loans, repayment obligations under any Awards, or amounts repayable to the Company pursuant to tax equalization, housing,
automobile or other employee programs) that the Participant then owes to any member of the Company Group and any amounts the Committee
otherwise deems appropriate pursuant to any tax equalization policy or agreement.  Notwithstanding the foregoing, if an Award is
 “deferred compensation” subject to Section 409A of the Code, the Committee will have no right to offset against its obligation
to deliver shares of Common Stock (or other property or cash) under the Plan or any Award Agreement if such offset could subject the Participant
to the additional tax imposed under Section 409A of the Code in respect of an outstanding Award.


 


(x)          Expenses;
Titles and Headings.  The expenses of administering the Plan shall be borne by the Company Group.  The titles and headings
of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than
such titles or headings, shall control.