Exhibit 10.14


 


	TEMPO
    AUTOMATION HOLDINGS, INC.
 
 2022 INCENTIVE AWARD PLAN




 


ARTICLE I.


PURPOSE


 


The Plan’s purpose
is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions
to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized
terms used in the Plan are defined in Article XI.


 


ARTICLE II.

Eligibility


 


Service Providers are eligible
to be granted Awards under the Plan, subject to the limitations described herein.


 


ARTICLE III.

Administration and Delegation


 


3.1            Administration.
The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant
Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority
to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal
Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply
omissions and reconcile inconsistencies in the Plan or any Award Agreement as it deems necessary or appropriate to administer the Plan
and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all
persons having or claiming any interest in the Plan or any Award.


 


3.2            Appointment
of Committees. To the extent Applicable Laws permit, the Board or the Administrator may delegate any or all of its powers under the
Plan to one or more Committees or committees of officers of the Company or any of its Subsidiaries. The Board or the Administrator, as
applicable, may rescind any such delegation, abolish any such Committee or committee and/or re-vest in itself any previously delegated
authority at any time.


 


ARTICLE IV.

Stock Available for Awards


 


4.1            Number
of Shares. Subject to adjustment under Article VIII and the terms of this Article IV, the maximum number of Shares that
may be issued pursuant to Awards under the Plan shall be equal to the Overall Share Limit. Shares issued under the Plan may consist of
authorized but unissued Shares, Shares purchased on the open market or treasury Shares.


 






    



     


    

 


4.2            Share
Recycling. If all or any part of an Award expires, lapses or is terminated, exchanged for or settled in cash, surrendered, repurchased,
canceled without having been fully exercised/settled or forfeited, in any case, in a manner that results in the Company acquiring Shares
covered by the Award at a price not greater than the price (as adjusted to reflect any Equity Restructuring) paid by the Participant
for such Shares or not issuing any Shares covered by the Award, the unused Shares covered by the Award will, as applicable, become or
again be available for Award grants under the Plan. In addition, Shares delivered (either by actual delivery or attestation) to the Company
by a Participant to satisfy the applicable exercise or purchase price of an Award and/or to satisfy any applicable tax withholding obligation
with respect to an Award (including Shares retained by the Company from the Award being exercised or purchased and/or creating the tax
obligation) will, as applicable, become or again be available for Award grants under the Plan. The payment of Dividend Equivalents in
cash in conjunction with any outstanding Awards shall not count against the Overall Share Limit. Notwithstanding anything to the contrary
contained herein, the following Shares shall not be added to the Shares authorized for grant under Section 4.1 and shall not be
available for future grants of Awards: (a) Shares subject to a Stock Appreciation Right that are not issued in connection with the
stock settlement of the Stock Appreciation Right on exercise thereof; and (b) Shares purchased on the open market with the cash
proceeds from the exercise of Options.


 


4.3            Incentive
Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than 19,794,967 Shares may be issued pursuant
to the exercise of Incentive Stock Options.


 


4.4            Substitute
Awards. In connection with an entity’s merger or consolidation with the Company of any Subsidiary or the Company’s or
any Subsidiary’s acquisition of an entity’s property or stock, the Administrator may grant Awards in substitution for any
options or other stock or stock-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute
Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute
Awards will not count against the Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available
for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Stock Options will count
against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan. Additionally,
in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares
available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the
shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange
ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable
to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall
not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available
for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards
or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made
to individuals who were not Service Providers prior to such acquisition or combination.


 






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4.5            Non-Employee
Director Compensation. Notwithstanding any provision to the contrary in the Plan, the Administrator may establish compensation for
non-employee Directors from time to time, subject to the limitations in the Plan. The Administrator will from time to time determine
the terms, conditions and amounts of all such non-employee Director compensation in its discretion and pursuant to the exercise of its
business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time; provided
that, the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial
Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee
Director as compensation for services as a non-employee Director during any fiscal year of the Company may not exceed $750,000.


 


ARTICLE V.

Stock Options and Stock Appreciation Rights


 


5.1            General.
The Administrator may grant Options or Stock Appreciation Rights to Service Providers subject to the limitations in the Plan, including
any limitations in the Plan that apply to Incentive Stock Options. The Administrator will determine the number of Shares covered by each
Option and Stock Appreciation Right, the exercise price of each Option and Stock Appreciation Right and the conditions and limitations
applicable to the exercise of each Option and Stock Appreciation Right. A Stock Appreciation Right will entitle the Participant (or other
person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the
Stock Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of
exercise over the exercise price per Share of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation
Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and payable in cash, Shares valued at
Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement.


 


5.2            Exercise
Price. The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price and specify the exercise
price in the Award Agreement. Unless otherwise determined by the Board, the exercise price will not be less than 100% of the Fair Market
Value on the grant date of the Option (subject to Section 5.6) or Stock Appreciation Right. Notwithstanding the foregoing, in the
case of an Option or a Stock Appreciation Right that is a Substitute Award, the exercise price per share of the Shares subject to such
Option or Stock Appreciation Right, as applicable, may be less than the Fair Market Value per share on the date of grant; provided
that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Sections 424
and 409A of the Code.


 


5.3            Duration.
Each Option or Stock Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that, subject
to Section 5.6, the term of an Option or Stock Appreciation Right will not exceed ten years. Notwithstanding the foregoing and unless
determined otherwise by the Company, in the event that on the last business day of the term of an Option or Stock Appreciation Right
(other than an Incentive Stock Option) (i) the exercise of the Option or Stock Appreciation Right is prohibited by Applicable Law,
as determined by the Company, or (ii) Shares may not be purchased or sold by the applicable Participant due to any Company insider
trading policy (including blackout periods) or a “lock-up” agreement undertaken in connection with an issuance of securities
by the Company, the term of the Option or Stock Appreciation Right shall be automatically extended until the date that is 30 days after
the end of the legal prohibition, black-out period or lock-up agreement, as determined by the Company; provided, however, in no event
shall the extension last beyond the ten year term (or any shorter maximum, if applicable) of the applicable Option or Stock Appreciation
Right. Notwithstanding the foregoing, to the extent permitted under Applicable Laws, if the Participant, prior to the end of the term
of an Option or Stock Appreciation Right, violates the non-competition, non-solicitation, confidentiality or other similar restrictive
covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant
and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees to exercise any Option
or Stock Appreciation Right issued to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines.


 






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5.4            Exercise.
Options and Stock Appreciation Rights may be exercised by delivering to the Company (or its Agent) a written notice of exercise, in a
form the Administrator approves (which may be electronic and provided through the online platform maintained by an Agent), signed by
the person authorized to exercise the Option or Stock Appreciation Right, together with, as applicable, payment in full (i) as specified
in Section 5.5 for the number of Shares for which the Award is exercised and (ii) as specified in Section 9.5 for any
applicable taxes. Unless the Administrator otherwise determines, an Option or Stock Appreciation Right may not be exercised for a fraction
of a Share.


 


5.5            Payment
Upon Exercise. Subject to Section 10.8, any Company insider trading policy (including blackout periods) and Applicable Laws,
the exercise price of an Option must be paid by online payment through the Agent’s electronic platform or by wire transfer of immediately
available funds to the Agent (or, in each case, if the Company has no Agent accepting payment, by wire transfer of immediately available
funds to the Company) or, solely with the consent of the Administrator, by:


 


(a)            cash,
wire transfer of immediately available funds or check payable to the order of the Company, provided that the Administrator may limit
the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;


 


(b)            if
there is a public market for Shares at the time of exercise, unless the Administrator otherwise determines, (A) delivery (including
electronically or telephonically to the extent permitted by the Administrator) of an irrevocable and unconditional undertaking by a broker
acceptable to the Administrator to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s
delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Administrator to deliver
promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such
time as may be required by the Administrator;


 


(c)            delivery
(either by actual delivery or attestation) of Shares owned by the Participant valued at their Fair Market Value;


 


(d)            surrendering
Shares then issuable upon the Option’s exercise valued at their Fair Market Value on the exercise date;


 






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(e)            delivery
of a promissory note or any other property that the Administrator determines is good and valuable consideration; or


 


(f)            any
combination of the above payment forms approved by the Administrator.


 


5.6            Additional
Terms of Incentive Stock Options. The Administrator may grant Incentive Stock Options only to employees of the Company, any of its
present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and
any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option
is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s
grant date, and the term of the Option will not exceed five years. All Incentive Stock Options will be subject to and construed consistently
with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees to give prompt notice to the Company
of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within
(i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying
the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness
or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant,
or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option” under Section 422
of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422
of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation
under Treasury Regulation Section 1.422-4, will be a Non-Qualified Stock Option.


 


ARTICLE VI.

Restricted Stock; Restricted Stock Units


 


6.1            General.
The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to the Company’s
right to repurchase all or part of such Shares at their issue price or other stated or formula price from the Participant (or to require
forfeiture of such Shares) if conditions the Administrator specifies in the Award Agreement are not satisfied before the end of the applicable
restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant Restricted
Stock Units to Service Providers, which may be subject to vesting and forfeiture conditions during the applicable restriction period
or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement the terms and conditions
for each Restricted Stock and Restricted Stock Unit Award, subject to the conditions and limitations contained in the Plan.


 






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6.2            Restricted
Stock.


 


(a)            Dividends.
Participants holding Shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such Shares, unless
the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends
or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary
cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the Shares
of Restricted Stock with respect to which they were paid. Notwithstanding anything to the contrary herein, with respect to any award
of Restricted Stock, dividends which are paid to holders of Common Stock prior to vesting shall only be paid out to the Participant holding
such Restricted Stock to the extent that the vesting conditions are subsequently satisfied. All such dividend payments will be made no
later than March 15 of the calendar year following the calendar year in which the right to the dividend payment becomes nonforfeitable.


  


(b)            Stock
Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates
issued in respect of Shares of Restricted Stock, together with a stock power endorsed in blank.


 


6.3            Restricted
Stock Units.


 


(a)            Settlement.
The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable after the
Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in a manner intended
to comply with Section 409A.


 


(b)            Stockholder
Rights. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted Stock Unit unless and
until the Shares are delivered in settlement of the Restricted Stock Unit.


 


ARTICLE VII.

Other Stock or Cash Based Awards; DIVIDEND EQUIVALENTS


 


7.1         Other
Stock or Cash Based Awards. Other Stock or Cash Based Awards may be granted to Participants, including Awards entitling Participants
to receive Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether based
on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Stock
or Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment
in lieu of compensation to which a Participant is otherwise entitled. Other Stock or Cash Based Awards may be paid in Shares, cash or
other property, or any combination of the foregoing, as the Administrator determines. Subject to the provisions of the Plan, the Administrator
will determine the terms and conditions of each Other Stock or Cash Based Award, including any purchase price, performance goal(s) (which
may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award
Agreement. In addition, the Company may adopt subplans or programs under the Plan pursuant to which it makes Awards available in a manner
consistent with the terms and conditions of the Plan.


 






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7.2            Dividend
Equivalents. A grant of Restricted Stock Units or Other Stock or Cash Based Award may provide a Participant with the right to receive
Dividend Equivalents, and no dividends or Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights.
Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares and subject to the
same restrictions on transferability and forfeitability as the Award with respect to which the Dividend Equivalents are paid and subject
to other terms and conditions as set forth in the Award Agreement. Notwithstanding anything to the contrary herein, Dividend Equivalents
with respect to an Award shall only be paid out to the Participant to the extent that the vesting conditions applicable to the underlying
Award are satisfied. All such Dividend Equivalent payments will be made no later than March 15 of the calendar year following calendar
year in which the right to the Dividend Equivalent payment becomes nonforfeitable in accordance with the foregoing, unless otherwise
determined by the Administrator.


  


ARTICLE VIII.

Adjustments for Changes in Common Stock

and Certain Other Events


 


8.1            Equity
Restructuring(a)     . In connection with any Equity Restructuring,
notwithstanding anything to the contrary in this Article VIII, the Administrator will equitably adjust each outstanding Award as
it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each
outstanding Award and/or the Award’s exercise price or grant price (if applicable), granting new Awards to Participants, and/or
making a cash payment to Participants. The adjustments provided under this Section 8.1 will be nondiscretionary and final and binding
on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.


 


8.2            Corporate
Transactions. In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or
other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution,
or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common
Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or other securities
of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company
or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions
as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except
that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period of time after
such change), is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action
is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to
be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction
or event or (z) give effect to such changes in Applicable Laws or accounting principles:


 


(a)            To
provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount
that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s
rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise
or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less
than zero, then the Award may be terminated without payment;


 






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(b)            To
provide that such Award shall vest and, to the extent applicable, be exercisable as to all Shares covered thereby, notwithstanding anything
to the contrary in the Plan or the provisions of such Award;


 


(c)            To
provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments
as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;


 


(d)            To
make adjustments in the number and type of Shares (or other securities or property) subject to outstanding Awards and/or with respect
to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV hereof
on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise
price or applicable performance goals), and the criteria included in, outstanding Awards;


 


(e)            To
replace such Award with other rights or property selected by the Administrator; and/or


 


(f)            To
provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.


 


8.3            Effect
of Non-Assumption in a Change in Control. Notwithstanding the provisions of Section 8.2, if a Change in Control occurs and a
Participant’s Award is not continued, converted, assumed, or replaced with a substantially similar award by (a) the Company,
or (b) a successor entity or its parent or subsidiary (an “Assumption”), and provided that the Participant
has not had a Termination of Service, then, immediately prior to the Change in Control, such Award shall become fully vested, exercisable
and/or payable, as applicable, and all forfeiture, repurchase and other restrictions on such Award shall lapse, in which case, such Award
shall be canceled upon the consummation of the Change in Control in exchange for the right to receive the Change in Control consideration
payable to other holders of Common Stock (i) which may be on such terms and conditions as apply generally to holders of Common Stock
under the Change in Control documents (including, without limitation, any escrow, earn-out or other deferred consideration provisions)
or such other terms and conditions as the Administrator may provide, and (ii) determined by reference to the number of Shares subject
to such Award and net of any applicable exercise price; provided that to the extent that any Award constitutes “nonqualified deferred
compensation” that may not be paid upon the Change in Control under Section 409A (to the extent applicable to such Award)
without the imposition of taxes thereon under Section 409A, the timing of such payments shall be governed by the applicable Award
Agreement (subject to any deferred consideration provisions applicable under the Change in Control documents); and provided, further,
that if the amount to which the Participant would be entitled upon the settlement or exercise of such Award at the time of the Change
in Control is equal to or less than zero, then such Award may be terminated without payment. The Administrator shall determine whether
an Assumption of an Award has occurred in connection with a Change in Control.


 






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8.4            Administrative
Stand Still. In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or
other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change
affecting the Shares or the share price of Common Stock, including any Equity Restructuring or any securities offering or other similar
transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to 60 days before
or after such transaction.


 


8.5            General.
Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due
to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class
or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect
to an Equity Restructuring under Section 8.1 or the Administrator’s action under the Plan, no issuance by the Company of Shares
of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of
Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards
granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment,
recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger, consolidation
dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including securities
with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants
and Awards (or portions thereof) differently under this Article VIII.


 


ARTICLE IX.

General Provisions Applicable to Awards


 


9.1            Transferability.
Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Stock Options,
Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except for
certain beneficiary designations, by will or the laws of descent and distribution, or, subject to the Administrator’s consent,
pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. Any permitted
transfer of an Award hereunder shall be without consideration, except as required by Applicable Law. References to a Participant, to
the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically
approves.


 


9.2            Documentation.
Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. The Award Agreement
will contain the terms and conditions applicable to an Award. Each Award may contain terms and conditions in addition to those set forth
in the Plan.


 


9.3            Discretion.
Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each
Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.


 






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9.4            Termination
of Status. The Administrator will determine how a Participant’s Disability, death, retirement or authorized leave of absence
or any other change or purported change in a Participant’s Service Provider status affects an Award (including whether and when
a Termination of Service has occurred) and the extent to which, and the period during which the Participant, the Participant’s
legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable.


 


9.5            Withholding.
Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by Applicable
Law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company
or one of its Subsidiaries may deduct an amount sufficient to satisfy such tax obligations based on the applicable statutory withholding
rates (or such other rate as may be determined by the Administrator after considering any accounting consequences or costs) from any
payment of any kind otherwise due to a Participant. Subject to Section 10.8 and any Company insider trading policy (including blackout
periods), Participants may satisfy such tax obligations through the Agent’s electronic platform or by wire transfer of immediately
available funds to the Agent (or, in each case, if the Company has no Agent accepting payment, by wire transfer of immediately available
funds to the Company) or, solely with the consent of the Administrator, by (i) cash, wire transfer of immediately available funds
or check made payable to the order of the Company, provided that the Administrator may limit the use of the foregoing payment forms in
its discretion, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares delivered
by attestation and Shares retained from the Award creating the tax obligation, valued at their Fair Market Value on the date of delivery,
(iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Administrator otherwise determines,
(A) delivery (including electronically or telephonically to the extent permitted by the Administrator) of an irrevocable and unconditional
undertaking by a broker acceptable to the Administrator to deliver promptly to the Company sufficient funds to satisfy the tax obligations,
or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable
to the Administrator to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided that such
amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the Administrator,
any combination of the foregoing payment forms approved by the Administrator. Notwithstanding any other provision of the Plan, the number
of Shares which may be so delivered or retained pursuant to clause (ii) of the immediately preceding sentence shall be limited to
the number of Shares which have a Fair Market Value on the date of delivery or retention no greater than the aggregate amount of such
liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such
other rate as may be required to avoid the liability classification of the applicable award under generally accepted accounting principles
in the United States of America), and for clarity, may be less than such maximum individual statutory tax rate if so determined by the
Administrator. If any tax withholding obligation will be satisfied under clause (ii) above by the Company’s retention of Shares
from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company
may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s
behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s
acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization
to such brokerage firm to complete the transactions described in this sentence.


 






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9.6            Amendment
of Award; Repricing. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award
of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a Non-Qualified
Stock Option. The Participant’s consent to such action will be required unless (i) the action, taking into account any related
action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted
under Article VIII or pursuant to Section 10.6. Notwithstanding the foregoing or anything in the Plan to the contrary, the
Administrator may, without the approval of the stockholders of the Company, (i) reduce the exercise price per share of outstanding
Options or Stock Appreciation Rights or (ii) cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other
Awards or Options or Stock Appreciation Rights with an exercise price per share that is less than the exercise price per share of the
original Options or Stock Appreciation Rights.


 


9.7            Conditions
on Delivery of Stock. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously
delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction, (ii) as
determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including
any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the Participant has executed
and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable
Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines
is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell
such Shares as to which such requisite authority has not been obtained.


 


9.8            Acceleration.
The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some
or all restrictions or conditions, or otherwise fully or partially realizable.


 


9.9            Cash
Settlement. Without limiting the generality of any other provision of the Plan, the Administrator may provide, in an Award Agreement
or subsequent to the grant of an Award, in its discretion, that any Award may be settled in cash, Shares or a combination thereof.


 


9.10           Broker-Assisted
Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or
with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (i) any Shares to
be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable;
(ii) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average
price; (iii) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting
an Award, each Participant agrees to indemnify and hold the Company and its Subsidiaries harmless from any losses, costs, damages, or
expenses relating to any such sale; (iv) to the extent the Company, its Subsidiaries or their designee receives proceeds of such
sale that exceed the amount owed, the Company or its Subsidiary will pay such excess in cash to the applicable Participant as soon as
reasonably practicable; (v) the Company, its Subsidiaries and their designees are under no obligation to arrange for such sale at
any particular price; and (vi) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable
obligation, the Participant may be required to pay immediately upon demand to the Company, its Subsidiaries or their designee an amount
in cash sufficient to satisfy any remaining portion of the Participant’s obligation.


 






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ARTICLE X.

Miscellaneous


 


10.1            No
Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award will
not be construed as giving a Participant the right to continued employment or any other relationship with the Company or any of its Subsidiaries.
The Company and its Subsidiaries expressly reserve the right at any time to dismiss or otherwise terminate their respective relationships
with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement or
in the Plan.


 


10.2            No
Rights as Stockholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights
as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding
any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required
to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded
in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on stock
certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.


 


10.3            Effective
Date and Term of Plan. Unless earlier terminated by the Board, the Plan will become effective on the date on which the Company’s
stockholders approve the Plan (the “Effective Date”) and will remain in effect until the tenth anniversary
of the Effective Date. Notwithstanding anything to the contrary in the Plan, an Incentive Stock Option may not be granted under the Plan
after 10 years from the earlier of (i) the date the Board adopted the Plan or (ii) the date the Company’s stockholders
approved the Plan, but Awards previously granted may extend beyond that date in accordance with the Plan. If the Plan is not approved
by the Company’s stockholders, the Plan will not become effective and no Awards will be granted under the Plan.


 


10.4            Amendment
of Plan. The Board may amend, suspend or terminate the Plan at any time; provided that no amendment, other than (a) as permitted
by the applicable Award Agreement, (b) as provided under Sections 10.6 and 10.15 hereof, or (c) an amendment to increase the
Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s
consent. No Awards may be granted under the Plan during any suspension period or after the Plan’s termination. Awards outstanding
at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before
such suspension or termination. The Board will obtain stockholder approval of any Plan amendment to the extent necessary to comply with
Applicable Laws.


 






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10.5            Provisions
for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals or employed outside
the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of
such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.


 


10.6            Section 409A.


 


(a)            General.
To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A, the Award Agreement
evidencing such Award shall incorporate the terms and conditions required by Section 409A. To the extent applicable, the Plan and
the Award Agreements shall be interpreted in accordance with Section 409A, such that no adverse tax consequences, interest, or penalties
under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without
a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments,
policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including
any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A,
including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant
date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The
Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest under Section 409A
with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits
under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties
or interest under Section 409A. Notwithstanding any contrary provision of the Plan or any Award Agreement, any payment of “nonqualified
deferred compensation” under the Plan that may be made in installments shall be treated as a right to receive a series of separate
and distinct payments.


 


(b)            Separation
from Service. If an Award is subject to and constitutes “nonqualified deferred compensation” under Section 409A,
any payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent
necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within
the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the Participant’s
Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references
to a “termination,” “termination of employment” or like terms means a “separation from service.”


 


(c)            Payments
to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified
deferred compensation” required to be made under an Award subject to Section 409A to a “specified employee” (as
defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to
the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately
following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be
paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable
thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six
months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise
scheduled to be made.


 






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10.7            Limitations
on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee or agent
of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for
any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally
liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director,
officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer,
other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to
the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including
any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan
unless arising from such person’s own fraud or bad faith.


 


10.8            Lock-Up
Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering the offering
of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise transferring
any Shares or other Company securities during a period of up to 180 days following the effective date of a Company registration statement
filed under the Securities Act, or such longer period as determined by the underwriter.


 


10.9            Data
Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Subsidiaries and
affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company and
its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name, address
and telephone number; birthdate; social security number, insurance number or other identification number; salary; nationality; job title(s);
any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and
Awards (the “Data”). The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves
as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Subsidiaries
and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management.
These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different
data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients
to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s
participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant
may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and
manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company and its Subsidiaries
hold regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant,
recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 10.9
in writing, without cost, by contacting the local human resources representative. If the Participant refuses or withdraws the consents
in this Section 10.9, the Company may cancel Participant’s ability to participate in the Plan and, in the Administrator’s
discretion, the Participant may forfeit any outstanding Awards. For more information on the consequences of refusing or withdrawing consent,
Participants may contact their local human resources representative.


 






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10.10            Severability.
If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will
not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been
excluded, and the illegal or invalid action will be null and void.


 


10.11            Governing
Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant
and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified in such
Award Agreement or other written document that the specific provision of the Plan will not apply. For clarity, the foregoing sentence
shall not limit the applicability of any additive language contained in an Award Agreement or other written agreement which provides
supplemental or additional terms not inconsistent with the Plan.


 


10.12            Governing
Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding
any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.


 


10.13            Claw-back
Provisions. All Awards (including, without limitation, any proceeds, gains or other economic benefit actually or constructively received
by a Participant upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award) shall be
subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted
to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations
promulgated thereunder), as and to the extent set forth in such claw-back policy or the Award Agreement.


 


10.14            Titles
and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text,
rather than such titles or headings, will control.


 


10.15            Conformity
to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding
anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent
Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws.


 






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10.16            Unfunded
Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments
not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any
rights that are greater than those of a general creditor of the Company or any Subsidiary.


 


10.17            Relationship
to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided
in writing in such other plan or an agreement thereunder.


  


ARTICLE XI.

Definitions


 


As used in the Plan, the following words and phrases
will have the following meanings:


 


11.1            “Administrator”
means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee.
Notwithstanding anything herein to the contrary, the Board shall conduct the general administration of the Plan with respect to Awards
granted to non-employee Directors and, with respect to such Awards, the term “Administrator” as used in the Plan shall mean
and refer to the Board.


 


11.2            “Agent”
means the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged, retained, appointed or authorized
to act as the agent of the Company or a Participant with regard to the Plan.


 


11.3            “Applicable
Laws” means the requirements relating to the administration of equity incentive plans under U.S. federal and state securities,
tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which
the Common Stock is listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where Awards
are granted.


 


11.4            “Award”
means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, Dividend Equivalents, or Other Stock or Cash Based Awards.


 


11.5            “Award
Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions
as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.


 


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


 


11.7            “Cause,”
with respect to a Participant, means “Cause” (or any term of similar effect) as defined in such Participant’s Award
Agreement or employment or service agreement (or similar agreement) with the Company or any Subsidiary thereof, or, if no such agreement
contains a definition of Cause (or term of similar effect), then Cause shall include, but not be limited to: (i) the Participant’s
unauthorized use or disclosure of confidential information or trade secrets of the Company or any of its Subsidiaries or any material
breach of a written agreement between the Participant and the Company or any of its Subsidiaries, including without limitation a material
breach of any employment, confidentiality, non-compete, non-solicit or similar agreement; (ii) the Participant’s commission
of, indictment for or the entry of a plea of guilty or nolo contendere by the Participant to, a felony under the laws of the United
States or any state thereof or any crime involving dishonesty or moral turpitude (or any similar crime in any jurisdiction outside the
United States); (iii) the Participant’s negligence or willful misconduct in the performance of the Participant’s duties
or the Participant’s willful or repeated failure or refusal to substantially perform assigned duties; (iv) any act of fraud,
embezzlement, material misappropriation or dishonesty committed by the Participant against the Company or any of its Subsidiaries; or
(v) any acts, omissions or statements by a Participant which the Company determines to be materially detrimental or damaging to
the reputation, operations, prospects or business relations of the Company or any of its Subsidiaries.


 






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11.8            “Change
in Control” means and includes each of the following:


 


(a)            A
transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement
filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i) and
(ii) of subsection (c) below) whereby any “person” or related “group” of “persons”
(as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries,
an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction,
directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the
total combined voting power of the Company’s securities outstanding immediately after such acquisition; or


 


(b)            During
any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new Director(s) (other
than a Director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in
subsections (a) or (c)) whose election by the Board or nomination for election by the Company’s stockholders was approved
by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the two-year period
or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or


 


(c)            The
consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries)
of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially
all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or
stock of another entity, in each case other than a transaction:


 


(i)            which
results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining
outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls,
directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise
succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly,
at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the
transaction, and


 






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(ii)            after
which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity;
provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning
50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to
the consummation of the transaction.


 


Notwithstanding the foregoing,
if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides for the deferral
of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A,
the transaction or event described in subsection (a), (b) or (c) with respect to such Award (or portion thereof) shall
only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change
in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).


 


The Administrator shall have
full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred
pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided
that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event”
as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.


 


11.9            “Code”
means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


 


11.10            “Committee”
means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to
the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each
member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3,
a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as
a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that
is otherwise validly granted under the Plan.


 


11.11            “Common
Stock” means the common stock of the Company.


 


11.12            “Company”
means Tempo Automation Holdings, Inc., a Delaware corporation, or any successor.


 


11.13            “Consultant”
means any consultant or advisor engaged by the Company or any of its Subsidiaries to render services to such entity that qualifies as
a consultant or advisor under the applicable rules of Form S-8 Registration Statements.


 


11.14            “Designated
Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines,
to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s
effective designation, “Designated Beneficiary” will mean the Participant’s estate.


 






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11.15            “Director”
means a Board member.


 


11.16            “Disability”
means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve
months.


 


11.17            “Dividend
Equivalents” means a right granted to a Participant under the Plan to receive the equivalent value (in cash or Shares)
of dividends paid on Shares.


 


11.18            “Employee”
means any employee of the Company or its Subsidiaries.


 


11.19            “Equity
Restructuring” means, as determined by the Administrator, a non-reciprocal transaction between the Company and its stockholders,
such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, or other large, nonrecurring
cash dividend, that affects the Shares (or other securities of the Company) or the share price of Common Stock (or other securities of
the Company) and causes a change in the per share value of the Common Stock underlying outstanding Awards.


 


11.20            “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


11.21            “Fair
Market Value” means, as of any date, the value of a Share determined as follows: (a) if the Common Stock is listed
on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock as quoted on such exchange
for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The
Wall Street Journal or another source the Administrator deems reliable; (b) if the Common Stock is not traded on a stock exchange
but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date,
then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source
the Administrator deems reliable; or (c) without an established market for the Common Stock, the Administrator will determine the
Fair Market Value in its discretion.


 


Notwithstanding the foregoing,
with respect to any Award granted on the pricing date of the Company’s initial public offering, the Fair Market Value shall mean
the initial public offering price of a Share as set forth in the Company’s final prospectus relating to its initial public offering
filed with the Securities and Exchange Commission.


 


11.22            “Greater
Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more
than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation, as defined
in Section 424(e) and (f) of the Code, respectively.


 


11.23            “Incentive
Stock Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422
of the Code.


 






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11.24            “Non-Qualified
Stock Option” means an Option, or portion thereof, not intended or not qualifying as an Incentive Stock Option.


  


11.25            “Option”
means an option to purchase Shares, which will either be an Incentive Stock Option or a Non-Qualified Stock Option.


 


11.26            “Other
Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly or partially by referring
to, or are otherwise based on, Shares or other property awarded to a Participant under Article VII.


 


11.27            “Overall
Share Limit” means the sum of (a) 2,639,329 Shares and (b) an annual increase on the first day of each calendar
year beginning January 1, 2023 and ending on and including January 1, 2032, equal to the lesser of (i) a number of
Shares equal to 5% of the aggregate number of Shares outstanding on the final day of the immediately preceding calendar year and
(ii) such smaller number of Shares as is determined by the Board.


 


11.28            “Participant”
means a Service Provider who has been granted an Award.


 


11.29            “Performance
Criteria” means the criteria (and adjustments) that the Administrator may select for an Award to establish performance
goals for a performance period, which may include (but is not limited to) the following: net earnings or losses (either before or after
one or more of interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue
or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to gross
profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; operating efficiency;
budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow
(including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital;
cost of capital; return on stockholders’ equity; total stockholder return; return on sales; costs, reductions in costs and cost
control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends
per share (or appreciation in or maintenance of such price or dividends); regulatory achievements or compliance; implementation, completion
or attainment of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; market
share; economic value or economic value added models; division, group or corporate financial goals; customer satisfaction/growth; customer
service; employee satisfaction; recruitment and maintenance of personnel; human resources management; supervision of litigation and other
legal matters; strategic partnerships, collaborations and transactions; financial ratios (including those measuring liquidity, activity,
profitability or leverage); debt levels or reductions; sales-related goals; financing and other capital raising transactions; cash on
hand; acquisition, licensing or divestiture activity; investment sourcing activity; and marketing initiatives, any of which may be measured
in absolute terms or as compared to any incremental increase or decrease. Such performance goals also may be based solely by reference
to the Company’s performance or the performance of a Subsidiary, division, business segment or business unit of the Company or
a Subsidiary, or based upon performance relative to performance of other companies or upon comparisons of any of the indicators of performance
relative to performance of other companies.


 






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11.30            “Plan”
means this 2022 Incentive Award Plan.


 


11.31            “Restricted
Stock” means Shares awarded to a Participant under Article VI subject to certain vesting conditions and other restrictions.


 


11.32            “Restricted
Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in
cash or other consideration determined by the Administrator to be of equal value as of such settlement date awarded to a Participant
under Article VI subject to certain vesting conditions and other restrictions.


 


11.33            “Rule 16b-3”
means Rule 16b-3 promulgated under the Exchange Act.


 


11.34            “Section 409A”
means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.


 


11.35            “Securities
Act” means the Securities Act of 1933, as amended.


 


11.36            “Service
Provider” means an Employee, Consultant or Director.


 


11.37            “Shares”
means shares of Common Stock.


 


11.38            “Stock
Appreciation Right” means a stock appreciation right granted under Article V.


 


11.39            “Subsidiary”
means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if
each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities
or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other
entities in such chain.


 


11.40            “Substitute
Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards
previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company or any Subsidiary
or with which the Company or any Subsidiary combines.


 


11.41            “Termination
of Service” means the date the Participant ceases to be a Service Provider.


 


* * * * *


 






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