Exhibit 4.1

  PRA
        HEALTH SCIENCES, INC. 2020 STOCK INCENTIVE PLAN

   

  		1	Purpose.


   

  (a)       The
      Plan, which was initially adopted by PRA Health Sciences, Inc., was amended and restated in its current form in connection with
      the transaction entered into by ICON plc (the “Company”), ICON US Holdings Inc., Indigo Merger Sub, Inc. and PRA Health
      Sciences, Inc., pursuant to which PRA Health Sciences, Inc. became a Subsidiary of the Company, a public limited company incorporated
      in Ireland, and the Plan, together with all awards granted thereunder, was assumed by the Company with effect from 1 July 2021
      (the “Assumption Date”).

   

  (b)
             The purpose of the PRA Health Sciences, Inc. 2020 Stock 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 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)       “Adjustment
        Event” has the meaning given to such term in Section 12(a) of the Plan.

   

  (b)       “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.

   

  (c)       “Applicable
        Laws” means the requirements relating to the administration of equity-based awards, and the related Shares under U.S.
      state and Republic of Ireland corporate laws, U.S. federal and state and non-U.S. securities laws, the Code, the rules of 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.

   

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

   

  (e)       “Award
        Agreement” means the document or documents by which each Award is evidenced, electronically or otherwise.

   

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

   

  (g)       “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 such 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.

   

  
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  		   (h)	“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 50% (on a fully diluted basis) of
      either (A) the then outstanding Shares, 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, however, that for purposes of this Plan, the following acquisitions shall
      not constitute a Change in Control: (I) any acquisition by the Company or any Affiliate of the Company; (II) any acquisition by
      any employee benefit plan sponsored or maintained by the Company or any Affiliate of the Company; and (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
      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, however, 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.

   

  Notwithstanding
      anything to the contrary in the foregoing, a transaction shall not constitute a Change in Control if it is effected for the purpose
      of changing the place of incorporation or form of organization of the ultimate parent entity (including where the Company is succeeded
      by an issuer incorporated under the laws of another state, country or foreign government for such purpose and whether or not the
      Company remains in existence following such transaction) where all or substantially all of the persons or group that beneficially
      own all or substantially all of the combined voting power of the Company’s voting securities immediately prior to the transaction
      beneficially own all or substantially all of the combined voting power of the Company in substantially the same proportions of
      their ownership after the transaction.

   

  (i)       “Change
        in Control Consideration” has the meaning given to such term in Section 12(b) of the Plan.

   

  (j)       “Code”
      means the U.S. 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.

   

  

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

   

  (l)       “Common
        Stock” or “Share” means ordinary shares in the capital of the Company (or ordinary shares as represented
      by American Depository Shares and as evidenced by American Depository Receipts).

   

  (m)       “Company”
      means ICON plc, a public limited company incorporated in Ireland, and any successor thereto.

   

  (n)       “Company
        Group” means, collectively, the Company and its Subsidiaries, and any other Affiliate of the Company designated as a
      member of the Company Group by the Committee.

   

  (o)       “Continuing
        Entity” has the meaning given to such term in Section 12(b) of the Plan.

   

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

   

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

   

  (r)       “Detrimental
        Activity” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of any
      member of the Company Group; (ii) any activity that would be grounds to terminate the Participant’s employment or service with
      the Service Recipient for Cause; or (iii) a breach by the Participant of any noncompetition, nonsolicitation, or other agreement
      containing restrictive covenants with any member of the Company Group.

   

  (s)       “Director
        Award” has the meaning given to such term

   

  (t)       “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 such 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
      occupation 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.
      Notwithstanding the foregoing, (a) for purposes of Incentive Stock Options granted under the Plan, “Disability” means
      that the Participant is disabled within the meaning of Section 22(e)(3) of the Code, and (b) with respect to an Award that is
      subject to Section 409A of the Code where the payment or settlement of the Award will accelerate as a result of the Participant’s
      Disability, solely for purposes of determining the timing of payment, no such event will constitute a Disability for purposes
      of the Plan or any Award Agreement unless such event also constitutes a “disability” as defined under Section 409A of
      the Code.

   

  (u)       “Dividend
        Equivalent Right” means a right to receive the equivalent value of dividends paid on the Shares with respect to Shares
      underlying an Award that is a full-value award prior to settlement of the Award in accordance with the provision of Section 14(c).

   

  (v)       “Effective
        Date” means May 18, 2020.

   

  
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  (w)      “Eligible
        Person” means any (i) individual employed by any member of the Company Group; provided, however, 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, who, in the case of each of clauses (i) through
      (iii) above has entered into an Award Agreement or who has received written notification from the Committee or its designee that
      they have been selected to participate in the Plan.

   

  (x)       “Exchange
        Act” means the U.S. 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.

   

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

   

  (z)       “Fair
        Market Value” means, as of any date, the fair market value of a Share, as reasonably determined by the Company, which
      may include, without limitation, the closing sales price on the trading day immediately prior to or on such date, or a trailing
      average of previous closing prices prior to such date.

   

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

   

  (bb)     “Grant
        Date Fair Market Value” means, as of a Date of Grant, (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 acting in
      good faith, under a reasonable methodology and reasonable application in compliance with Section 409A of the Code to the extent
      such determination is necessary for Awards under the Plan to comply with, or be exempt from, Section 409A of the Code.

   

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

   

  (dd)    “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.

   

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

   

  (ff)      “Minimum
        Vesting Condition” means, with respect to any Award, that vesting of (or lapsing of restrictions on) such Award does
      not occur prior to the first anniversary of the Date of Grant (or the date of commencement of employment or service, in the case
      of a grant made in connection with a Participant’s commencement of employment or service), other than (i) in connection
      with a Change in Control, as provided in Section 12(b) hereof, or (ii) as a result of a Participant’s death or Disability;
      provided, however, that an Award need not be subject to such condition so long as the number of Shares underlying such Award,
      together with the number of Shares underlying any other Award granted without being subject to such condition does not exceed
      5% of the Plan Share Reserve (the “Minimum Vesting Condition Carve Out Amount”).

   

  
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  (gg)    “Minimum
        Vesting Condition Carve Out Amount” has the meaning given to such term in Section 2(ff) of the Plan.

   

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

   

  (ii)       “Nonqualified
        Stock Option” means an Option which is not designated by the Committee, or otherwise fails to qualify, as an Incentive
      Stock Option.

   

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

   

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

   

  (ll)       “Other
        Equity-Based Award” means an Award that is not an Option, 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.

   

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

   

  (nn)    “Performance-Based
        Award” has the meaning given to such term in Section 12(b) of the Plan.

   

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

   

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

   

  (qq)    “Plan”
      means this PRA Health Sciences, Inc. 2020 Stock Incentive Plan, as it may be amended and/or restated from time to time.

   

  (rr)      “Plan
        Share Reserve” has the meaning given to such term in Section 5(b) of the Plan.

   

  (ss)     “Prior
        Plans” means the 2018 PRA Health Sciences Inc. Stock Incentive Plan.

   

  (tt)      “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.

   

  (uu)    “Qualifying
        Termination” means a Termination (i) by the Service Recipient other than for Cause, (ii) by the Participant as a result
      of (A) a material diminution in compensation, (B)a material reduction in duties or responsibilities, or (C) a relocation by the
      Service Recipient of the Participant’s principal place of employment or providing services by more than fifty (50) miles
      from the then-current location, or (iii) by reason of such Participant’s death or Disability, in each case on or within
      a twelve (12) months following a Change in Control, or such other period as specified by the Committee.

   

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

   

  (ww)   “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 8 of the Plan.

   

  (xx)      “Restricted
        Stock Unit” means an unfunded and unsecured promise to deliver Shares, 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 8 of the Plan.

   

  

  
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  (yy)    “SAR
        Base Price” means, as to any Stock Appreciation Right, the price per Share designated as the base value above which appreciation
      in value is measured.

   

  (zz)      “SEC”
      means the U.S. Securities and Exchange Commission.

   

  (aaa)   “Securities
        Act” means the U.S. 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

   

  (bbb)  “Service
        Recipient” means, with respect to an individual 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.

   

  (ddd)  “Stock
        Appreciation Right” or ”SAR” means an Other-Equity Based Award designated in an applicable Award
      Agreement as a stock appreciation right, granted under Section 9 of the Plan.

   

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

   

  (i)       any
      corporation, association or other business entity of which more than 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);

   

  (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); and

   

  (iii)       for
      purposes of granting Incentive Stock Options, any Person or other entity that qualifies as a “subsidiary corporation”
      under Section 424(f) of the Code.

   

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

   

  (ggg)  “Sub-Plans”
      means any sub-plan to the Plan that has been adopted by the Board or the Committee for the purpose of (i) permitting the offering
      of Awards to employees of certain Designated Foreign Subsidiaries or otherwise outside the United States of America, (ii) to facilitate
      the administration of the Plan or (iii) to obtain favorable tax treatment. Each Sub-Plan shall be designed to comply with Applicable
      Laws to offerings in foreign jurisdictions. Although any Sub-Plan may be designated a separate and independent plan from the Plan
      in order to comply with Applicable Laws, the Plan Share Reserve and the other limits specified in Section 5 shall apply in the
      aggregate to the Plan and any Sub-Plan adopted hereunder, and the Minimum Vesting Condition shall apply to any Awards granted
      under any such Sub-Plan, unless prevented by Applicable Laws, in which case, they will be granted pursuant to the Minimum Vesting
      Condition Carve Out Amount.

   

  (hhh)  “Tax-Related
        Items” means any U.S. federal, state, and/or local taxes and/or any non-U.S. taxes (including, without limitation, income
      tax, social insurance contributions (or similar contributions), payroll tax, fringe benefits tax, payment on account, employment
      tax, stamp tax and any other tax or tax-related item related to participation in the Plan and legally applicable to a Participant,
      including any employer liability for which the Participant is liable pursuant to Applicable Laws or the applicable Award Agreement.

   

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

   

  
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  (jjj)      “U.S.”
      means the United States of America.

   

  		3	Effective Date; Duration. The Plan became effective as of the Effective Date. The expiration date of the Plan shall be the tenth (10th)
            anniversary of the earlier of the date the Board adopts the Plan and the date the Company’s shareholders approve the Plan, subject to earlier termination by the Committee pursuant to Section 13(a); provided, however, that such
            expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards, and provided further that on and after the Assumption Date no new Awards have been or shall be granted
            hereunder.


   

  		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 Laws, 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 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 any Award subject to vesting may receive accelerated vesting treatment;
      (vi) determine whether, to what extent, and under what circumstances Awards may be settled in, or exercised for, cash, Shares,
      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; (vii) determine whether, to what extent, and under what circumstances
      the delivery of cash, Shares, 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, including
      to accommodate any specific requirements of local laws, regulations, and procedures for jurisdictions outside of the U.S.

   

  (c)       Delegation.
      Except to the extent prohibited by Applicable Laws, 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.

   

  
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  (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 such Awards. Any such actions by the Board shall be
      subject to Applicable Laws. 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.

   

  (b)       Share
        Reserve. Subject to Section 12 of the Plan and Section 5(g) below, the aggregate number of Shares which may be issued or transferred
      pursuant to Awards under the Plan shall be equal to the sum of (i) 2,500,000, plus (ii) any of the Shares which as of the Effective
      Date are available for issuance under the Prior Plans, plus (iii) any Shares which are subject to awards under the Prior Plans
      that, on or after the Effective Date, terminate, expire or lapse for any reason without the delivery of Shares to the Participant
      thereof (the “Plan Share Reserve”), and from and after the Effective Date, no further grants shall be made under
      the Prior Plans. Further, the number of Shares underlying any award granted under the Prior Plans that expires, terminates or
      is canceled or forfeited for any reason whatsoever under the terms of the Prior Plans, shall increase the Plan Share Reserve.
      Each Award granted under the Plan will reduce the Plan Share Reserve by the number of Shares underlying the Award.

   

  (c)       Additional
        Limits. Subject to Section 12 of the Plan and Section 5(g) below, no more than 2,500,000 Shares may be issued in the aggregate
      pursuant to the exercise of Incentive Stock Options granted under the Plan. The maximum number of Shares 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 USD 500,000 in total value (calculating the value of any such Awards based on the grant
      date fair value of such Awards for financial reporting purposes).

   

  
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  (d)       Share
        Counting. Other than with respect to Substitute Awards, to the extent that an Award expires or is cancelled, forfeited, or
      terminated without issuance to the Participant of the full number of Shares to which the Award related, the unissued shares will
      be returned for future grant under the Plan. Shares shall be deemed to have been issued in settlement of Awards if the Fair Market
      Value equivalent of such Shares is paid in cash; provided, however, that no shares shall be deemed to have been
      issued in settlement of a SAR, Other Equity-Based Award or Restricted Stock Unit that only provides for settlement in cash and
      settles only in cash. Shares withheld in payment of the Exercise Price or Tax-Related Items with respect to Options, SARs or Other
      Equity-Based Awards based on the appreciation of Shares equal to the number of Shares surrendered in payment of any Exercise Price
      or Tax-Related Items shall constitute Shares issued to the Participant and shall reduce the Plan Share Reserve. For the avoidance
      of doubt, Shares withheld to satisfy Tax-Related Items with respect to Restricted Stock Units, Restricted Stock or Other Equity-Based
      Awards that constitute full-value Awards shall not reduce the Plan Share Reserve.

   

  (e)       Source
        of Shares. Shares 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.

   

  (f)       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 Plan Share Reserve; 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 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 available for issuance under the Plan.

   

  (g)       Limits
        and Assumption Date. In all cases with respect to each of the foregoing limits in Sections 5(b) and 5(c) above the specified
      limits or values will be reduced by the amount of any PRA Health Sciences Inc. common stock that was issued in settlement of the
      respective outstanding awards under the Plan prior to the Assumption Date.

   

  		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.

   

  
    9 

    
      

    

  

   

  

  (b)       Exercise
        Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the exercise price (“Exercise
        Price”) per Share for each Option shall not be less than 100% of the Grant Date Fair Market Value of such Share; provided,
        however, 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 10% of the voting power of all classes of stock of any member of the Company Group that also
      qualifies as a “subsidiary corporation” under Section 424(f) of the Code, the Exercise Price per Share shall not be
      less than 110% of the Grant Date Fair Market Value per Share.

   

  (c)       Vesting
        and Expiration.

   

  (i)       Subject
      to the Minimum Vesting Condition, 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 is prohibited by Applicable Laws, 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 10% of the voting power of all classes of stock of the Company or any
      member of the Company Group that qualifies as a “subsidiary corporation” under Section 424(f) of the Code.

   

  (iii)       Unless
      otherwise provided by the Committee, whether in an Award Agreement or otherwise, in the event of: (A) a Participant’s Termination
      by the Service Recipient for Cause, all vested and unvested outstanding Options granted to such Participant shall immediately
      terminate and expire; (B) a Participant’s Termination due to death or Disability, each outstanding unvested Option granted to
      such Participant shall immediately terminate and expire, and each outstanding vested Option shall remain exercisable for one (1)
      year thereafter (but in no event beyond the expiration of the Option Period); and (C) a Participant’s Termination for any other
      reason, each outstanding unvested Option granted to such Participant shall immediately terminate and expire, and each outstanding
      vested Option shall remain exercisable for three (3) months thereafter (but in no event beyond the expiration of the Option Period).

   

  (d)       Method
        of Exercise and Form of Payment. No Shares shall be issued pursuant to any exercise of an Option until payment in full of
      the Exercise Price therefore is received by the Company and the Participant has paid to the Company (or one or more of its Subsidiaries
      or Affiliates, as applicable) an amount equal to any Tax-Related Items. Options that have become exercisable may be exercised
      by delivery of a notice of exercise in such form and accordance with such procedures as the Committee may specify from time to
      time accompanied by payment of the Exercise Price. Subject to Applicable Law the Exercise Price shall be payable: (i) in cash,
      check, cash equivalent and/or Shares 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 in lieu of actual
      issuance of such shares to the Company); provided, that such Shares 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) 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 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 otherwise issuable in respect of an Option that are needed to pay the Exercise Price.
      The permissible methods of payment of the Exercise Price with respect to a particular Option grant may be specified in the applicable
      Award Agreement. Any fractional Shares shall be settled in cash.

   

  
    10 

    
      

    

  

   

  

  (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 Shares
      acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without
      limitation, any sale) of such Shares 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 Shares 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 Shares.

   

  		8	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 8, and to such other conditions
      not inconsistent with the Plan as may be reflected in the applicable Award Agreement.

   

  (b)       Book-Entry;
        Escrow or Similar Arrangement. Upon the grant of Restricted Stock, the Committee shall cause Share(s) to be 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. Subject
      to the restrictions set forth in this Section 8, 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, 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.
      Subject to the Minimum Vesting Condition, 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 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).

   

  
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  (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 (or other securities or other property, as applicable) for each such outstanding Restricted Stock Unit;
      provided, however, that the Committee may, in its sole discretion, elect to (A) pay cash or part cash and part Shares in
      lieu of issuing only Shares in respect of such Restricted Stock Units; or (B) defer the issuance of Shares (or cash or part cash
      and part Shares, 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 in respect of such Restricted
      Stock Units, the amount of such payment shall be equal to the Fair Market Value per Share as of the date upon which the Restricted
      Stock Units are settled. Any fractional Shares may be settled in cash or rounded to the next whole number of Shares, in the sole
      discretion of the Company.

   

  		9	Stock Appreciation Rights


   

  (a)       General.
      Each SAR granted under the Plan shall be evidenced by an Award Agreement, which agreement need not be the same for each Participant.
      Each SAR 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)       SAR
        Base Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the SAR Base Price for each SAR
      shall not be less than 100% of the Grant Date Fair Market Value of such Share.

   

  (c)       Vesting
        and Expiration.

   

  (i)       Subject
      to the Minimum Vesting Condition, SARs 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.

   

  (iii)       Unless
      otherwise provided by the Committee, whether in an Award Agreement or otherwise, in the event of: (A) a Participant’s Termination
      by the Service Recipient for Cause, all outstanding vested and unvested SARs granted to such Participant shall immediately terminate
      and expire; (B) a Participant’s Termination due to death or Disability, each outstanding unvested SAR granted to such Participant
      shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for one year thereafter (but
      in no event beyond ten (10) years from the Date of Grant); and (C) a Participant’s Termination for any other reason, each outstanding
      unvested SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain
      exercisable for three (3) months thereafter (but in no event beyond ten (10) years from the Date of Grant).

   

  (d)       Time
        and Conditions of Exercise. A SAR shall entitle the Participant (or other person entitled to exercise the SAR pursuant to
      the Plan) to exercise all or a specified portion of the SAR (to the extent then exercisable pursuant to its terms) and to receive
      from the Company an amount equal to the excess of the aggregate Fair Market Value of the Shares on the date the SAR is exercised
      over the SAR Base Price, less applicable Tax-Related Items, subject to any limitations the Committee may impose. Payment of the
      amounts determined under this Section 9(d) shall be in cash, in Shares (based on the Fair Market Value of the Shares as of the
      date the SAR is exercised) or a combination of both, as determined by the Committee in the Award Agreement. Any fractional Shares
      shall be settled in cash. SARs that have become exercisable may be exercised by delivery of a notice of exercise to the Company
      (in such form as the Committee may specify from time to time). 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 dividends or Dividend Equivalent Right
      shall be paid, and no right to vote or receive dividends or Dividend Equivalent Rights or any other rights as a shareholder shall
      exist with respect to the Shares subject to a SAR, notwithstanding the exercise of the SAR.

   

  
    12 

    
      

    

  

   

  

  (e)       Tandem
        SARs. A SAR may be granted in connection with an Option, either at the time of grant or at any time thereafter during the
      term of the Option. A SAR granted in connection with an Option will entitle the holder, upon exercise, to surrender the Option
      or any portion thereof to the extent unexercised, with respect to the number of Shares as to which such SAR is exercised, and
      to receive payment of an amount computed as described in Section 9(d). The Option shall, to the extent and when surrendered, cease
      to be exercisable. A SAR granted in connection with an Option hereunder will have a SAR Base Price equal to the Exercise Price
      of the Option, will be exercisable at such time or times, and only to the extent, that the related Option is exercisable, and
      will expire no later than the related Option expires. If a related Option is exercised in whole or in part, then the SAR related
      to the Shares purchased terminates as of the date of such exercise.

   

  		10	Other Equity-Based Awards. The Committee may grant Other Equity-Based Awards under the Plan, denominated in Shares or based upon the
            value or otherwise related to the Shares, to Eligible Persons, alone or in tandem with other Awards, in such amounts and, subject to the Minimum Vesting Condition, dependent on such other 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	Non-Employee Director Grants.


   

  (a)       The
      Committee may, subject to Section 5(c) hereof, grant Awards to Non- Employee Directors (a “Director Award”),
      subject to the terms of this Section 11.

   

  (b)       The
      form of any Director Award, as well as the vesting and other applicable conditions of a Director Award, shall be determined by
      the Board prior to the applicable Date of Grant.

   

  		12	Changes in Capital Structure and Similar Events. Notwithstanding any other provision in this Plan to the contrary, the following
            provisions shall apply to all Awards granted hereunder


   

  (a)       General.
      In the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, Shares,
      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 or other securities of the Company, issuance of warrants
      or other rights to acquire Shares or other securities of the Company, or other similar corporate transaction or event that affects
      the Shares (including a Change in Control); or (ii) unusual or nonrecurring events affecting the Company, including changes in
      Applicable Laws, 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 Plan Share Reserve, or any other limit applicable under the Plan with respect to the
      number of Awards which may be granted hereunder; (B) the number of Shares 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 of Shares
      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 SAR Base Price with respect to any Option or SAR, as applicable
      or any amount payable as a condition of issuance of Shares (in the case of any other Award) (provided that in no event shall the
      per share price of an Award be reduced to an amount that is lower than the nominal value of a Share); or (III) any applicable
      performance measures; 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.

   

  
    13 

    
      

    

  

   

  

  (b)       Change
        in Control. In the event of a Change in Control, without limiting the foregoing and unless otherwise determined by the Committee
      (which determination may not include any accelerated vesting, except as provided in this Section 12(b)), in its sole discretion,
      the following provisions shall apply.

   

  (i)       Outstanding
        Awards with Time-Based Vesting. All outstanding Awards subject to vesting based on the Participant’s continued service over
      a period of time (“Time-Based Awards”) shall be assumed by the surviving or acquiring entity, or its Affiliates
      (the “Continuing Entity”), or substituted for new cash or equity-based awards of such Continuing Entity, as provided
      in the merger or acquisition agreement, or if no such assumption or substitution is provided for, all outstanding Time-Based Awards
      shall become fully vested and, to the extent applicable, exercisable and all forfeiture restrictions on such Awards shall lapse.
      To the extent that any Time-Based Awards are to be assumed or substituted, the Committee may provide that the vesting of any unvested
      portion of any one or more of such Awards will automatically accelerate upon a Participant’s Qualifying Termination.

   

  (ii)       Outstanding
        Awards with Performance-Based Vesting. All outstanding unvested Awards subject to vesting based on the achievement of performance
      criteria (“Performance-Based Awards”) shall vest as of the effective date of the Change in Control (A) at the
      target level, pro-rated to reflect the portion of the performance period that has elapsed as of the effective date of the Change
      in Control or (B) at the actual achievement level, based on the actual achievement of such performance criteria, as of the effective
      date of the Change in Control or the most recent practicable date immediately prior to the effective date of the Change in Control
      on which the performance criteria may be measured prior to such effective date, as reasonably determined by the Committee in good
      faith, including any reasonable assumptions, adjustments or projections related to such performance criteria. The level of vesting
      for each outstanding Performance-Based Award on a Change in Control as between clause (A) or (B) above shall be the level that
      provides the greatest value under each Performance-Based Award, which may be different with respect to each outstanding Performance-Based
      Award. Any unvested portion of any outstanding Performance- Based Award that does not become vested in connection with a Change
      in Control in accordance with this Section 12(b)(ii) shall terminate and cease to be outstanding as of the effective date of the
      Change in Control, without payment of any consideration to the Participant.

   

  (iii)       Cancellation
        of Awards. In connection with a Change in Control, the Committee may, in its sole discretion, but shall not be obligated to,
      provide for cancellation of all or any portion of any one or more outstanding Awards and payment to the holders of such Awards,
      with respect to the portion of such Awards that are vested as of such cancellation (including, without limitation, any Awards
      that would vest in accordance with the terms of such Award or in accordance with this Section 12(b)(i) or (ii) hereof, as applicable),
      the value of the vested portion of such Awards, if any, as determined by the Committee (which value, if applicable, may be based
      upon the per- share consideration received or to be received by the holders of the Shares upon the occurrence of the Change in
      Control (the “Change in Control Consideration”), 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 Change in Control Consideration over the per- share
      Exercise Price or SAR Base Price, as applicable, of such Option or SAR, multiplied by the number of Shares underlying the vested
      portion of each such Option or SAR. Payments to holders with respect to the vested portion of such cancelled Awards pursuant to
      this Section 12(b)(iii) shall be made in cash or, in the sole discretion of the Committee, in such other form of consideration
      necessary for such holders to receive the property, cash, securities, and/or other consideration (or any combination thereof)
      as such holders would have been entitled to receive upon the occurrence of the Change in Control as if such holders had been,
      immediately prior to such Change in Control, the holder of the number of Shares covered by the vested portion of such cancelled
      Awards (less any applicable Exercise or SAR Base Price). The unvested portion of any outstanding Award, and the vested portion
      of any Option or SAR having an Exercise or Strike Price equal to, or in excess of, the Change in Control Consideration, may be
      canceled and terminated without any payment or consideration therefor.

   

  
    14 

    
      

    

  

   

  

  For
      purposes of Section 12(b)(i) above, the assumption or substitution of an Award may include conversion of the Shares underlying
      such Award into shares of the Continuing Entity, or, subject to any limitations or reductions as may be necessary to comply with
      Section 409A of the Code, into cash, property or other securities having an equivalent value as the Award, which conversion shall
      not affect any continued vesting requirements of the Award (other than as provided in clause (i) above upon a Participant’s Qualifying
      Termination). For the avoidance of doubt, any such substitution of an Award shall not provide for the acceleration of any vesting
      requirements of the Award (other than as provided in clause (i) above upon a Participant’s Termination) and no Awards shall vest
      solely as a result of such assumption or substitution.

   

  (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 the 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 Applicable Laws; (ii) it would materially
      increase the number of securities which may be issued under the Plan (except for increases pursuant to Section 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, except that no such consent shall be required to the extent that the
      Committee determines, in its sole discretion, that any such action is necessary or desirable to facilitate compliance with Applicable
      Laws. 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, except that no such consent shall be required to
      the extent that the Committee determines, in its sole discretion, that any such action is necessary or desirable to facilitate
      compliance with Applicable Laws.

   

  (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 SAR Base 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 SAR Base 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.

   

  
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  		14	General.


   

  (a)       Award
        Agreements. Each 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 Laws, 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 Laws) 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 and subject to Applicable Laws, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock
      Options) to be transferred by a Participant residing in the U.S., 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 SEC (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. For the
      avoidance of doubt, Awards granted to Participants residing outside the U.S. are not transferable to Permitted Transferees.

   

  (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 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.

   

  

  
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  (c)       Dividends
        and Dividend Equivalent Rights.

   

  (i)       The
      Committee may, in its sole discretion, grant Dividend Equivalent Rights, payable in cash, Shares, 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.

   

  (ii)       Any
      dividend or Dividend Equivalent Right otherwise payable in respect of any Share of Restricted Stock or Restricted Stock Unit (or
      other full-value Award) that remains subject to vesting conditions at the time of payment of such dividend shall not be paid to
      the Participant to the extent the underlying Award does not vest.

   

  (d)       Tax
        Withholding. The Company and its Subsidiaries and Affiliates shall be entitled to withhold, or require a Participant to remit
      to the Company or one or more of its Subsidiaries or Affiliates, as applicable, the amount of any Tax-Related Items attributable
      to any Awards. The Company may defer making payment or delivery if any such Tax-Related Items may be pending unless and until
      indemnified to its satisfaction, and the Company shall have no liability to any Participant for exercising the foregoing right.
      The Committee may, in its sole discretion and subject to such rules as it may adopt, permit or require a Participant to pay all
      or a portion of the Tax-Related Items arising in connection with an Award by, without limitation: (i) having the Participant pay
      an amount in cash (by check or wire transfer), (ii) having the Company withhold Shares otherwise issuable pursuant to the Award
      that have an aggregate Fair Market Value approximately equal to the amount to be withheld, (iii) the delivery of Shares (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 to avoid adverse accounting treatment under
      applicable accounting standards) having an aggregate Fair Market Value approximately equal to the amount to be withheld, (iii)
      selling Shares issued pursuant to such Award and having the Company withhold from the proceeds of the sale of such Shares, (v)
      having the Company or a Subsidiary or Affiliate, as applicable, withhold from any cash compensation payable to the Participant,
      (vi) requiring the Participant to repay the Company or Subsidiary or Affiliate, as applicable, in cash or in Shares, for Tax-Related
      Items paid on the Participant’s behalf, or (vii) any other method of withholding determined by the Committee that is permissible
      under Applicable Laws.

   

  (e)       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.

   

  
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  (f)        International
        Participants. With respect to Participants who reside or work outside of the U.S., 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, to obtain more favorable tax or other treatment for a Participant or
      any member of the Company Group, or to facilitate administration of the Plan.

   

  (g)       Designation
        and Change of Beneficiary. If valid under Applicable Laws and permitted by the Committee, a Participant residing in the U.S.
      may file with the Committee a written designation of one or more Persons as the beneficiary(ies) 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. For the avoidance of doubt,
      a Participant residing outside of the U.S. may not designate beneficiaries with respect to Awards granted to the Participant under
      the Plan. 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, however, 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 residing in the U.S. or if a beneficiary designation is not valid under Applicable
      Laws, subject to Applicable Laws, 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.

   

  (h)       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 member of the Company Group to employment or service with another member of the Company Group (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 member of the Company Group 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.

   

  (i)       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 which are subject to Awards hereunder until such shares have been
      issued or delivered to such Person.

   

  (j)       Government
        and Other Regulations.

   

  (i)       The
      obligation of the Company to settle Awards in Shares or other consideration shall be subject to all Applicable Laws 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 pursuant to an Award unless such Shares have been properly registered for sale pursuant to the Securities Act with the
      SEC 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 to be offered or sold under the Plan. The Committee shall have the authority to
      provide that all Shares 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 SEC, any securities exchange or inter-dealer quotation system on which the securities of the Company
      are listed or quoted and any other Applicable Laws and other requirements, and, without limiting the generality of Section 8 of
      the Plan, the Committee may cause such Shares 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 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.

   

  
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  (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 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) in the case of Options or SARs, provide the Participant with
      a cash payment or grant of Shares, subject to deferred vesting and delivery consistent with the vesting restrictions applicable
      to such Award, equal to the excess of (I) the aggregate Fair Market Value of the Shares 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 SAR Base Price (in the case of an Option or SAR, respectively) or any amount payable
      to the Company as a condition of issuance of Shares (in the case of any other Award), or (B) in the case of Restricted Stock,
      Restricted Stock Units or Other Equity-Based Awards, provide the Participant with a cash payment or grant of Shares, subject to
      deferred vesting and delivery consistent with the vesting restrictions applicable to such Award, equal to the value of such Award
      or the underlying shares in respect thereof.

   

  (k)       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 Committee in
      writing prior to the making of such election. If a Participant, in connection with the acquisition of Shares 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 after 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.

   

  (l)        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.

   

  (m)       Nonexclusivity
        of the Plan. Neither the adoption of the Plan by the Board 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 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.

   

  (n)        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.

   

  
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  (o)       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.

   

  (p)       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 Laws.

   

  (q)       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.

   

  (r)       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.

   

  (s)       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.

   

  (t)       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 separate a payment.

   

  

  
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  (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.

   

  (u)       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 as in effect at the time of the applicable
      Award grant; and (ii) Applicable Laws. 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 shall be required
      to repay any such excess amount to the Company.

   

  (v)       Detrimental
        Activity. Notwithstanding anything to the contrary contained herein, if a Participant has engaged in any Detrimental Activity,
      as determined by the Committee, the Committee may, in its sole discretion, provide for one or more of the following:

   

  (i)         cancellation
      of any or all of such Participant’s outstanding Awards; and

   

  (ii)       forfeiture
      and prompt repayment to the Company by the Participant, of any gain realized on the vesting, exercise or settlement of any Awards
      previously granted to such Participant.

   

  (w)       Right
        of Offset. The Company will have the right to offset against its obligation to deliver Shares (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 (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.

   

  (y)       Compliance
        With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise or be issued Shares
      under an Award in a manner which the Committee determines would violate the Applicable Laws.

   

  
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  (z)       Waiver.
      A waiver by the Company of breach of any provision of the Plan shall not operate or be construed as a waiver of any other provision
      of the Plan, or of any subsequent breach by any Participant.

   

  (aa)     Compliance.
      Notwithstanding any other provision of this Plan, (a) the Company shall not be obliged to issue any Shares pursuant to an
      Award unless at least the nominal value of each such newly issued Share has been fully paid in advance in accordance with applicable
      law (which requirement may mean the holder of an award is obliged to make such payment) and (b) the Company shall not be obliged
      to issue or deliver any Shares in satisfaction of Awards until all legal and regulatory requirements associated with such issue
      or delivery have been complied with to the satisfaction of the Committee.

   

    

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