Exhibit 10.2


 


PROSOMNUS, INC.


 


2022 EQUITY INCENTIVE PLAN


 


	 	1.	DEFINITIONS.


 


Unless otherwise specified
or unless the context otherwise requires, the following terms, as used in this ProSomnus, Inc. 2022 Equity Incentive Plan, have the
following meanings:


 


Administrator means the Board of Directors,
unless it has delegated power to act on its behalf to the Committee, in which case the term “Administrator” means the Committee.


 


Affiliate means a corporation or other
entity, which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect.


 


Agreement means a written or electronic
document setting forth the terms of a Stock Right delivered pursuant to the Plan, in such form as the Administrator shall approve.


 


Board of Directors means
the Board of Directors of the Company.


 


Business Combination Agreement means
that certain Business Combination Agreement, dated as of May 9, 2022 by and among Lakeshore Acquisition I Corp., LAAA Merger Sub
Inc., RedOne Investment Limited, HGP II, LLC and ProSomnus Holdings Inc.


 


Cause means, with respect to a Participant
(a) dishonesty with respect to the Company or any Affiliate, (b) insubordination, substantial malfeasance or non-feasance of
duty, (c) unauthorized disclosure of confidential information, (d) breach by a Participant of any provision of any employment,
consulting, advisory, nondisclosure, non-competition or similar agreement between the Participant and the Company or any Affiliate or
any material written policy of the Company or any Affiliate, and (e) conduct substantially prejudicial to the business of the Company
or any Affiliate; provided, however, that any provision in an agreement between a Participant and the Company or an Affiliate, which contains
a conflicting definition of Cause for termination and which is in effect at the time of such termination, shall supersede this definition
with respect to that Participant. The determination of the Administrator as to the existence of Cause will be conclusive on the Participant
and the Company.


 


Closing means the date on which the
transactions contemplated by the Business Combination Agreement are consummated.


 


Code means the United States Internal
Revenue Code of 1986, as amended including any successor statute, regulation and guidance thereto.


 


Committee means the committee of the
Board of Directors, if any, to which the Board of Directors has delegated power to act under or pursuant to the provisions of the Plan.


 


Common Stock means shares of the Company’s
common stock, $0.0001 par value per share.


 


Company means ProSomnus, Inc.,
a Delaware corporation.


 


Consultant means any natural person who is an advisor or
consultant who provides bona fide services to the Company or its Affiliates, provided that such services are not in connection with the
offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for the Company’s
or its Affiliates’ securities.


 


Corporate Transaction means a merger,
consolidation, or sale of all or substantially all of the Company’s assets or the acquisition of all of the outstanding voting stock
of the Company (or similar transaction) in a single transaction or a series of related transactions by a single entity, other than a transaction
to merely change the state of incorporation or in which the Company is the surviving corporation. Where a Corporate Transaction involves
a tender offer that is reasonably expected to be followed by a merger (as determined by the Administrator), the Corporate Transaction
will be deemed to have occurred upon consummation of the tender offer.


 






     


     


    

 


Disability or Disabled means
permanent and total disability as defined in Section 22(e)(3) of the Code.


 


Employee means any employee of the
Company or of an Affiliate (including, without limitation, an employee who is also serving as an officer or director of the Company or
of an Affiliate), designated by the Administrator to be eligible to be granted one or more Stock Rights under the Plan.


 


Exchange Act means
the United States Securities Exchange Act of 1934, as amended.


 


Fair Market Value of
a Share of Common Stock means:


 


If the Common Stock is listed on a national securities
exchange or traded in the over-the-counter market and sales prices are regularly reported for the Common Stock, the closing or, if not
applicable, the last price of the Common Stock on the composite tape or other comparable reporting system for the trading day on the applicable
date and if such applicable date is not a trading day, the last market trading day prior to such date;


 


If the Common Stock is not traded on a national
securities exchange but is traded on the over-the-counter market, if sales prices are not regularly reported for the Common Stock for
the trading day referred to in clause (1), and if bid and asked prices for the Common Stock are regularly reported, the mean between
the bid and the asked price for the Common Stock at the close of trading in the over-the-counter market for the most recent trading day
on which Common Stock was traded on the applicable date and if such applicable date is not a trading day, the last market trading day
prior to such date; and


 


If the Common Stock is neither listed on a national
securities exchange nor traded in the over-the-counter market, such value as the Administrator, in good faith, shall determine in compliance
with applicable laws.


 


ISO means a stock option intended
to qualify as an incentive stock option under Section 422.


 


Non-Qualified Option means
a stock option which is not intended to qualify as an ISO.


 


Option means an ISO or Non-Qualified
Option granted under the Plan.


 


Participant means an Employee, director
or Consultant of the Company or an Affiliate to whom one or more Stock Rights are granted under the Plan. As used herein, “Participant”
shall include “Participant’s Survivors” where the context requires.


 


Performance-Based Award means a Stock
Grant or Stock-Based Award which vests based on the attainment of written Performance Goals as set forth in Paragraph 9 hereof.


 


Performance Goals means performance
goals determined by the Committee in its sole discretion and set forth in an Agreement. The satisfaction of Performance Goals shall be
subject to certification by the Committee. The Committee has the authority to take appropriate action with respect to the Performance
Goals (including, without limitation, making adjustments to the Performance Goals or determining the satisfaction of the Performance Goals
in connection with a Corporate Transaction) provided that any such action does not otherwise violate the terms of the Plan.


 


Plan means
this ProSomnus, Inc. 2022 Equity Incentive Plan.


 


SAR means
a stock appreciation right.


 


Section 409A means
Section 409A of the Code.


 


Section 422 means
Section 422 of the Code.


 


Securities Act means
the United States Securities Act of 1933, as amended.


 






     


     


    

 


Shares means shares of the Common
Stock as to which Stock Rights have been or may be granted under the Plan or any shares of capital stock into which the Shares are changed
or for which they are exchanged within the provisions of Paragraph 3 of the Plan. The Shares issued under the Plan may be authorized
and unissued shares or shares held by the Company in its treasury, or both.


 


Stock-Based Award means a grant by
the Company under the Plan of an equity award or an equity based award, which is not an Option, or a Stock Grant.


 


Stock Grant means
a grant by the Company of Shares under the Plan.


 


Stock Right means an ISO, a Non-Qualified
Option, a Stock Grant or a Stock-Based Award or a right to Shares or the value of Shares of the Company granted pursuant to the Plan.


 


Substitute Award means an award issued
under the Plan in substitution for one or more equity awards of an acquired company that are converted, replaced or adjusted in connection
with the acquisition.


 


Survivor means a deceased Participant’s
legal representatives and/or any person or persons who acquired the Participant’s rights to a Stock Right by will or by the laws
of descent and distribution.


 


	 	2.	PURPOSES OF THE PLAN.


 


The Plan is intended to encourage
ownership of Shares by Employees and directors of and certain Consultants to the Company and its Affiliates in order to attract and retain
such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to
promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non-Qualified Options, Stock Grants
and Stock-Based Awards.


 


	 	3.	SHARES SUBJECT TO THE PLAN.


 


(a)            The
number of Shares that may be issued from time to time pursuant to this Plan shall be equal to the sum of (i) fifteen percent (15%)
of the outstanding shares of Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption (as defined
in the Business Combination Agreement)), (ii) that number of shares remaining available for issuance under the Company Equity Plan
(as defined in the Business Combination Agreement), determined immediately prior to the Closing, divided by the Redemption Price (as defined
in the Business Combination Agreement), such number not to exceed 321,496 shares divided by the Redemption Price, and (iii) that
number of shares attributable to awards granted under the Company Equity Plan that are forfeited, expire or are cancelled without delivery
of shares of Common Stock or which result in the forfeiture of shares of Common Stock back to the Company on or after the Closing, which
number shall not exceed 2,411,283.


 


(b)            Notwithstanding
Subparagraph (a) above, on the first day of each fiscal year of the Company during the period beginning in fiscal year 2023 and ending
on the second day of fiscal year 2032, the number of Shares that may be issued from time to time pursuant to the Plan, shall be increased
automatically by an amount equal to the lesser of (i) 4% of the number of outstanding shares of Common Stock on such date and (ii) an
amount determined by the Administrator.


 


(c)            If
an Option ceases to be “outstanding”, in whole or in part (other than by exercise), or if the Company shall reacquire (at
not more than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires
or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares which
were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan; provided, however, that
the number of Shares underlying any awards under the Plan that are retained or repurchased on the exercise of an Option or the vesting
or issuance of any Stock Right to cover the exercise price and/or tax withholding required by the Company in connection with vesting shall
not be added back to the Shares available for issuance under the Plan; and provided, further that, in the case of ISOs, the foregoing
provisions shall be subject to any limitations under the Code. In addition, any Shares repurchased using exercise price proceeds will
not be available for issuance under the Plan.


 






     


     


    

 


(d)            The
maximum number of Shares available for grant under the Plan as ISOs will be equal to 250,000,000. The limits set forth in this Paragraph
3 will be construed to comply with the applicable requirements of Section 422.


 


(e)            The
Administrator may grant Substitute Awards under the Plan. To the extent consistent with the requirements of Section 422 and the regulations
thereunder and other applicable legal requirements (including applicable stock exchange requirements), Shares issued in respect of Substitute
Awards will be in addition to and will not reduce the shares available under the Plan. Notwithstanding the foregoing, if any Substitute
Award is settled in cash or expires, becomes unexercisable, terminates or is forfeited to or repurchased by the Company without the issuance
or retention of Shares, the Shares previously subject to such award will not be available for future issuance under the Plan. The Administrator
will determine the extent to which the terms and conditions of the Plan apply to Substitute Awards, if at all; provided, however, that
Substitute Awards will not be subject to the limits described in Paragraph 4(c) below.


 


	 	4.	ADMINISTRATION OF THE PLAN.


 


The Administrator of the Plan
will be the Board of Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which case the
Committee shall be the Administrator. Subject to the provisions of the Plan, the Administrator is authorized to:


 


(a)           Interpret
the provisions of the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or advisable for
the administration of the Plan;


 


(b)           Determine
which Employees, directors and Consultants shall be granted Stock Rights;


 


(c)           Determine
the number of Shares for which a Stock Right or Stock Rights shall be granted; provided, however, that in no event shall the aggregate
grant date fair value (determined in accordance with ASC 718) of Stock Rights to be granted and any other cash compensation paid to any
non-employee director in any calendar year, exceed $750,000, increased to $1,000,000 in the year in which such non-employee director initially
joins the Board of Directors.


 


(d)           Specify
the terms and conditions upon which a Stock Right or Stock Rights may be granted provided that no dividends or dividend equivalents shall
be paid on any Stock Right prior to the vesting of the underlying Shares.


 


(e)           Amend
any term or condition of any outstanding Stock Right, provided that (i) such term or condition as amended is not prohibited by the
Plan and (ii) any such amendment shall not impair the rights of a Participant under any Stock Right previously granted without such
Participant’s consent or in the event of death of the Participant the Participant’s Survivors.


 


(f)            Determine
and make any adjustments in the Performance Goals included in any Performance-Based Awards; and


 


(g)           Adopt
any sub-plans applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with or take
advantage of any tax or other laws applicable to the Company, any Affiliate or to Participants or to otherwise facilitate the administration
of the Plan, which sub-plans may include additional restrictions or conditions applicable to Stock Rights or Shares issuable pursuant
to a Stock Right;


 


Subject to the foregoing, the interpretation and
construction by the Administrator of any provisions of the Plan or of any Stock Right granted under it shall be final, unless otherwise
determined by the Board of Directors, if the Administrator is the Committee. In addition, if the Administrator is the Committee, the Board
of Directors may take any action under the Plan that would otherwise be the responsibility of the Committee.


 


To the extent permitted under
applicable law, the Board of Directors or 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 portion of its responsibilities and powers to any other person selected by it. The
Board of Directors or the Committee may revoke any such allocation or delegation at any time. Notwithstanding the foregoing, only the
Board of Directors or the Committee shall be authorized to grant a Stock Right to any director of the Company or to any “officer”
of the Company as defined by Rule 16a-1 under the Exchange Act.


 






     


     


    

 


	 	5.	ELIGIBILITY FOR PARTICIPATION.


 


The Administrator will, in
its sole discretion, name the Participants in the Plan; provided, however, that each Participant must be an Employee, director or Consultant
of the Company or of an Affiliate at the time a Stock Right is granted. Notwithstanding the foregoing, the Administrator may authorize
the grant of a Stock Right to a person in anticipation of such person becoming an Employee, director or Consultant of the Company or of
an Affiliate, provided, that the actual grant of such Stock Right shall be conditioned upon such person becoming eligible to become a
Participant at or prior to the time of the execution of the Agreement evidencing such Stock Right. ISOs may be granted only to Employees.
Non-Qualified Options, Stock Grants and Stock-Based Awards may be granted to any Employee, director or Consultant of the Company or an
Affiliate. The granting of any Stock Right to any individual shall neither entitle that individual to, nor disqualify that individual
from, participation in any other grant of Stock Rights or any grant under any other benefit plan established by the Company or any Affiliate
for Employees, directors or Consultants.


 


	 	6.	TERMS AND CONDITIONS OF OPTIONS.


 


Each Option shall be set forth
in an Option Agreement duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant.
The Administrator may provide that Options be granted subject to such terms and conditions, consistent with the terms and conditions specifically
required under this Plan, as the Administrator may deem appropriate including, without limitation, subsequent approval by the shareholders
of the Company of this Plan or any amendments thereto. The Option Agreements shall be subject to at least the following terms and conditions:


 


(a)            Non-Qualified
Options: Each Option intended to be a Non-Qualified Option shall be subject to the terms and conditions which the Administrator determines
to be appropriate and in the best interest of the Company, subject to the following minimum standards for any such Non-Qualified Option:


 


(i)            Exercise
Price: Each Option Agreement shall state the exercise price (per share) of the Shares covered by each Option which exercise price
shall be determined by the Administrator and shall be at least equal to the Fair Market Value per share of the Common Stock on the date
of grant of the Option.


 


(ii)            Number
of Shares: Each Option Agreement shall state the number of Shares to which it pertains.


 


(iii)            Vesting:
Each Option Agreement shall state the date or dates on which it first is exercisable and the date after which it may no longer be exercised,
and may provide that the Option rights accrue or become exercisable in installments over a period of months or years, or upon the occurrence
of certain performance conditions or the attainment of stated goals or events.


 


(iv)            Term
of Option: Each Option shall terminate not more than ten years from the date of the grant or at such earlier time as the Option Agreement
may provide.


 


(b)            ISOs:
Each Option intended to be an ISO shall be issued only to an Employee who is deemed to be a resident of the United States for tax purposes,
and shall be subject to the following terms and conditions, with such additional restrictions or changes as the Administrator determines
are appropriate but not in conflict with Section 422 and relevant regulations and rulings of the Internal Revenue Service:


 


(i)            Minimum
Standards: The ISO shall meet the minimum standards required of Non-Qualified Options, as described in Paragraph 6(a) above,
except clause (i) and (iv) thereunder.


 


(ii)            Exercise
Price: Immediately before the ISO is granted, if the Participant owns, directly or by reason of the applicable attribution rules in
Section 424(d) of the Code:


 






     


     


    

 


	 	A.	10% or less of the total combined voting power of all classes of stock of the Company or an Affiliate, the exercise price per share of the Shares covered by each ISO shall not be less than 100% of the Fair Market Value per share of the Common Stock on the date of grant of the Option; or


 


	 	B.	More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, the exercise price per share of the Shares covered by each ISO shall not be less than 110% of the Fair Market Value per share of the Common Stock on the date of grant of the Option.


 


	 	(iii)	Term of Option: For Participants who own:


 


	 	A.	10% or less of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than ten years from the date of the grant or at such earlier time as the Option Agreement may provide; or


 


	 	B.	More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than five years from the date of the grant or at such earlier time as the Option Agreement may provide.


 


	 	(iv)	Limitation on Yearly Exercise: To the extent that aggregate Fair Market Value (determined on the date each ISO is granted) of the Shares with respect to which ISOs are exercisable for the first time by the Participant in any calendar year exceeds $100,000, such Options shall be treated as Non-Qualified Options even if denominated ISOs at grant.


 


(c)            Except
in connection with a corporate transaction involving the Company (which term includes, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares)
or as otherwise contemplated by Paragraph 24 below, the Company may not, without obtaining stockholder approval, (i) amend the terms
of outstanding Options to reduce the exercise price of such Options, (ii) cancel outstanding Options in exchange for Options that
have an exercise price that is less than the exercise price value of the original Options, or (iii) cancel outstanding Options that
have an exercise price greater than the Fair Market Value of a Share on the date of such cancellation in exchange for cash or other consideration.


 


	 	7.	TERMS AND CONDITIONS OF STOCK GRANTS.


 


Each Stock Grant to a Participant
shall state the principal terms in an Agreement duly executed by the Company and, to the extent required by law or requested by the Company,
by the Participant. The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator
determines to be appropriate and in the best interest of the Company, subject to the following minimum standards:


 


(a)            Each
Agreement shall state the purchase price per Share, if any, of the Shares covered by each Stock Grant, which purchase price shall be determined
by the Administrator on the date of the grant of the Stock Grant;


 


(b)            Each
Agreement shall state the number of Shares to which the Stock Grant pertains;


 


(c)            Each
Agreement shall include the terms of any right of the Company to restrict or reacquire the Shares subject to the Stock Grant, including
the time period or attainment of Performance Goals or such other performance criteria upon which such rights shall accrue and the purchase
price therefor, if any; and


 


(d)            Dividends
(other than stock dividends to be issued pursuant to Paragraph 24 of the Plan) may accrue but shall not be paid prior to the time, and
may be paid only to the extent that, the restrictions or rights to reacquire the Shares subject to the Stock Grant lapse. Any entitlement
to dividend equivalents or similar entitlements will be established and administered either consistent with an exemption from, or in compliance
with the applicable requirements of Section 409A.


 






     


     


    

 


	 	8.	TERMS AND CONDITIONS OF OTHER STOCK-BASED AWARDS.


 


The Administrator shall have
the right to grant other Stock-Based Awards based upon the Common Stock having such terms and conditions as the Administrator may determine,
including, without limitation, the grant of Shares based upon certain conditions, the grant of securities convertible into Shares and
the grant of SARs, phantom stock awards or stock units. The principal terms of each Stock-Based Award shall be set forth in an Agreement,
duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Agreement shall be
in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and
in the best interest of the Company. Each Agreement shall include the terms of any right of the Company including the right to terminate
the Stock-Based Award without the issuance of Shares, the terms of any vesting conditions, Performance Goals or events upon which Shares
shall be issued, provided that dividends (other than stock dividends to be issued pursuant to Paragraph 24 of the Plan) or dividend equivalents
may accrue but shall not be paid prior to and may be paid only to the extent that the Shares subject to the Stock-Based Award vest. Under
no circumstances may the Agreement covering SARs (a) have an exercise or base price (per share) that is less than the Fair Market
Value per share of Common Stock on the date of grant or (b) expire more than ten years following the date of grant.


 


	 	9.	PERFORMANCE-BASED AWARDS.


 


The Committee shall determine
whether, with respect to a performance period, the applicable Performance Goals have been met with respect to a given Participant and,
if they have, to so certify and ascertain the amount of the applicable Performance-Based Award. No Performance-Based Awards will be issued
for such performance period until such certification is made by the Committee. The number of Shares issued in respect of a Performance-Based
Award determined by the Committee for a performance period shall be paid to the Participant at such time as determined by the Committee
in its sole discretion after the end of such performance period, and any dividends (other than stock dividends to be issued pursuant to
Paragraph 24 of the Plan) or dividend equivalents that accrue shall only be paid in respect of the number of Shares earned in respect
of such Performance-Based Award.


 


	 	10.	EXERCISE OF OPTIONS AND ISSUE OF SHARES.


 


An Option (or any part or
installment thereof) shall be exercised by giving written notice to the Company or its designee (in a form acceptable to the Administrator,
which may include electronic notice), together with provision for payment of the aggregate exercise price in accordance with this Paragraph
for the Shares as to which the Option is being exercised, and upon compliance with any other condition(s) set forth in the Option
Agreement. Such notice shall be signed by the person exercising the Option (which signature may be provided electronically in a form acceptable
to the Administrator), shall state the number of Shares with respect to which the Option is being exercised and shall contain any representation
required by the Plan or the Option Agreement. Payment of the exercise price for the Shares as to which such Option is being exercised
shall be made (a) in United States dollars in cash or by check; or (b) at the discretion of the Administrator, through delivery
of shares of Common Stock held for at least six months (if required to avoid negative accounting treatment) having a Fair Market Value
equal as of the date of the exercise to the aggregate cash exercise price for the number of Shares as to which the Option is being exercised;
or (c) at the discretion of the Administrator, by having the Company retain from the Shares otherwise issuable upon exercise of the
Option, a number of Shares having a Fair Market Value equal as of the date of exercise to the aggregate exercise price for the number
of Shares as to which the Option is being exercised; or (d) at the discretion of the Administrator, in accordance with a cashless
exercise program established with a securities brokerage firm, and approved by the Administrator; or (e) at the discretion of the
Administrator, by any combination of (a), (b), (c) and (d) above or (f) at the discretion of the Administrator, by payment
of such other lawful consideration as the Administrator may determine. Notwithstanding the foregoing, the Administrator shall accept only
such payment on exercise of an ISO as is permitted by Section 422.


 


The Company shall then reasonably
promptly deliver the Shares as to which such Option was exercised to the Participant (or to the Participant’s Survivors, as the
case may be). In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery
of the Shares may be delayed by the Company if the Administrator determines it is necessary to comply with any law or regulation (including,
without limitation, federal securities laws) that requires the Company to take any action with respect to the Shares prior to their issuance.
The Shares shall, upon delivery, be fully paid, non-assessable Shares.


 






     


     


    

 


	 	11.	PAYMENT IN CONNECTION WITH THE ISSUANCE OF STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES.


 


Any Stock Grant or Stock-Based
Award requiring payment of a purchase price for the Shares as to which such Stock Grant or Stock-Based Award is being granted shall be
made (a) in United States dollars in cash or by check; or (b) at the discretion of the Administrator, through delivery of shares
of Common Stock held for at least six months (if required to avoid negative accounting treatment) and having a Fair Market Value equal
as of the date of payment to the purchase price of the Stock Grant or Stock-Based Award; or (c) by delivery of a promissory note,
if the Board of Directors has expressly authorized the loan of funds to the Participant for the purpose of enabling or assisting the Participant
to effect such purchase; (d) at the discretion of the Administrator, by any combination of (a) through (c) above; or (e) at
the discretion of the Administrator, by payment of such other lawful consideration as the Administrator may determine.


 


The Company shall when required
by the applicable Agreement, reasonably promptly deliver the Shares as to which such Stock Grant or Stock-Based Award was made to the
Participant (or to the Participant’s Survivors, as the case may be), subject to any escrow provision set forth in the applicable
Agreement. In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery
of the Shares may be delayed by the Company if the Administrator determines it is necessary to comply with any law or regulation (including,
without limitation, federal securities laws) which requires the Company to take any action with respect to the Shares prior to their issuance.


 


	 	12.	RIGHTS AS A SHAREHOLDER.


 


No Participant to whom a Stock
Right has been granted shall have rights as a shareholder with respect to any Shares covered by such Stock Right except after due exercise
of an Option or issuance of Shares as set forth in any Agreement, tender of the aggregate exercise or purchase price, if any, for the
Shares being purchased and registration of the Shares in the Company’s share register in the name of the Participant.


 


	 	13.	ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS.


 


By its terms, a Stock Right
granted to a Participant shall not be transferable by the Participant other than (i) by will or by the laws of descent and distribution,
or (ii) as approved by the Administrator in its discretion and set forth in the applicable Agreement provided that no Stock Right
may be transferred by a Participant for value. Notwithstanding the foregoing, an ISO transferred except in compliance with clause (i) above
shall no longer qualify as an ISO. The designation of a beneficiary of a Stock Right by a Participant, with the prior approval of the
Administrator and in such form as the Administrator shall prescribe, shall not be deemed a transfer prohibited by this Paragraph. Except
as provided above during the Participant’s lifetime a Stock Right shall only be exercisable by or issued to such Participant (or
his or her legal representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other
disposition of any Stock Right or of any rights granted thereunder contrary to the provisions of this Plan, or the levy of any attachment
or similar process upon a Stock Right, shall be null and void.


 


	 	14.	EFFECT ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE OR DEATH OR DISABILITY.


 


Except as otherwise provided
in a Participant’s Option Agreement in the event of a termination of service (whether as an Employee, director or Consultant) with
the Company or an Affiliate before the Participant has exercised an Option, the following rules apply:


 


(a)            A
Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate (for any reason other than termination
for Cause, Disability, or death for which events there are special rules in Paragraphs 15, 16, and 17, respectively), may exercise
any Option granted to such Participant to the extent that the Option is exercisable on the date of such termination of service, but only
within such term as the Administrator has designated in a Participant’s Option Agreement.


 






     


     


    

 


(b)            Except
as provided in Subparagraph (c) below, or Paragraph 16 or 17, in no event may an Option intended to be an ISO, be exercised later
than three months after the Participant’s termination of employment.


 


(c)            The
provisions of this Paragraph, and not the provisions of Paragraph 16 or 17, shall apply to a Participant who subsequently becomes Disabled
or dies after the termination of employment, director status or consultancy; provided, however, in the case of a Participant’s Disability
or death within three months after the termination of employment, director status or consultancy, the Participant or the Participant’s
Survivors may exercise the Option within one year after the date of the Participant’s termination of service, but in no event after
the date of expiration of the term of the Option.


 


(d)            Notwithstanding
anything herein to the contrary, if subsequent to a Participant’s termination of employment, termination of director status or termination
of consultancy, but prior to the exercise of an Option, the Administrator determines that, either prior or subsequent to the Participant’s
termination, the Participant engaged in conduct which would constitute Cause, then such Participant shall forthwith cease to have any
right to exercise any Option.


 


(e)            A
Participant to whom an Option has been granted under the Plan who is absent from the Company or an Affiliate because of temporary disability
(any disability other than a Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during
the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant’s employment, director
status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide; provided,
however, that, for ISOs, any leave of absence granted by the Administrator of greater than three months, unless pursuant to a contract
or statute that guarantees the right to reemployment, shall cause such ISO to become a Non-Qualified Option on the date that is six months
following the commencement of such leave of absence.


 


(f)            Except
as required by law or as set forth in a Participant’s Option Agreement, Options granted under the Plan shall not be affected by
any change of a Participant’s status within or among the Company and any Affiliates, so long as the Participant continues to be
an Employee, director or Consultant of the Company or any Affiliate.


 


	 	15.	EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR CAUSE.


 


Except as otherwise provided
in a Participant’s Option Agreement, the following rules apply if the Participant’s service (whether as an Employee,
director or Consultant) with the Company or an Affiliate is terminated for Cause prior to the time that all his or her outstanding Options
have been exercised:


 


(a)            All
outstanding and unexercised Options as of the time the Participant is notified his or her service is terminated for Cause will immediately
be forfeited.


 


(b)            Cause
is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the Administrator’s
finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s termination of service
but prior to the exercise of an Option, that either prior or subsequent to the Participant’s termination the Participant engaged
in conduct which would constitute Cause, then the right to exercise any Option is forfeited.


 


	 	16.	EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.


 


Except as otherwise provided
in a Participant’s Option Agreement:


 


(a)            A
Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate by reason of Disability may exercise
any Option granted to such Participant to the extent that the Option has become exercisable but has not been exercised on the date of
the Participant’s termination of service due to Disability; and in the event rights to exercise the Option accrue periodically,
to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional
vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based
upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due
to Disability.


 






     


     


    

 


(b)            A
Disabled Participant may exercise the Option only within the period ending one year after the date of the Participant’s termination
of service due to Disability, notwithstanding that the Participant might have been able to exercise the Option as to some or all of the
Shares on a later date if the Participant had not been terminated due to Disability and had continued to be an Employee, director or Consultant
or, if earlier, within the originally prescribed term of the Option.


 


(c)            The
Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure
for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall
be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by the Administrator,
the cost of which examination shall be paid for by the Company.


 


	 	17.	EFFECT ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.


 


Except as otherwise provided
in a Participant’s Option Agreement:


 


(a)            In
the event of the death of a Participant while the Participant is an Employee, director or Consultant of the Company or of an Affiliate,
such Option may be exercised by the Participant’s Survivors to the extent that the Option has become exercisable but has not been
exercised on the date of death; and in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion
through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died.
The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.


 


(b)            If
the Participant’s Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option within one year
after the date of death of such Participant, notwithstanding that the decedent might have been able to exercise the Option as to some
or all of the Shares on a later date if he or she had not died and had continued to be an Employee, director or Consultant or, if earlier,
within the originally prescribed term of the Option.


 


	 	18.	EFFECT OF TERMINATION OF SERVICE ON UNACCEPTED STOCK GRANTS AND STOCK-BASED AWARDS.


 


In the event of a termination
of service (whether as an Employee, director or Consultant) with the Company or an Affiliate for any reason before the Participant has
accepted a Stock Grant or a Stock-Based Award and paid the purchase price, if required, such grant shall terminate.


 


For purposes of this Paragraph
18 and Paragraph 19 below, a Participant to whom a Stock Grant or a Stock-Based Award has been issued under the Plan who is absent from
work with the Company or with an Affiliate because of temporary disability (any disability other than a Disability as defined in Paragraph
1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such
absence alone, to have terminated such Participant’s employment, director status or consultancy with the Company or with an Affiliate,
except as the Administrator may otherwise expressly provide.


 


In addition, for purposes
of this Paragraph 18 and Paragraph 19 below, any change of employment or other service within or among the Company and any Affiliates
shall not be treated as a termination of employment, director status or consultancy so long as the Participant continues to be an Employee,
director or Consultant of the Company or any Affiliate.


 






     


     


    

 


	 	19.	EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE, DEATH OR DISABILITY.


 


Except as otherwise provided
in a Participant’s Agreement, in the event of a termination of service for any reason (whether as an Employee, director or Consultant),
other than termination for Cause, death or Disability for which there are special rules in Paragraphs 20, 21, and 22 below, before
all forfeiture provisions or Company rights of repurchase shall have lapsed, then the Company shall have the right to cancel or repurchase
that number of Shares subject to a Stock Grant or Stock-Based Award as to which the Company’s forfeiture or repurchase rights have
not lapsed.


 


	 	20.	EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE FOR CAUSE.


 


Except as otherwise provided
in a Participant’s Agreement, the following rules apply if the Participant’s service (whether as an Employee, director
or Consultant) with the Company or an Affiliate is terminated for Cause:


 


(a)            All
Shares subject to any Stock Grant or Stock-Based Award that remain subject to forfeiture provisions or as to which the Company shall have
a repurchase right shall be immediately forfeited to the Company as of the time the Participant is notified his or her service is terminated
for Cause.


 


(b)            Cause
is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the Administrator’s
finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s termination of service,
that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which would constitute Cause,
then all Shares subject to any Stock Grant or Stock-Based Award that remained subject to forfeiture provisions or as to which the Company
had a repurchase right on the date of termination shall be immediately forfeited to the Company.


 


	 	21.	EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE FOR DISABILITY.


 


Except as otherwise provided
in a Participant’s Agreement, the following rules apply if a Participant ceases to be an Employee, director or Consultant of
the Company or of an Affiliate by reason of Disability: to the extent the forfeiture provisions or the Company’s rights of repurchase
have not lapsed on the date of Disability, they shall be exercisable; provided, however, that in the event such forfeiture provisions
or rights of repurchase lapse periodically, such provisions or rights shall lapse to the extent of a pro rata portion of the Shares subject
to such Stock Grant or Stock-Based Award through the date of Disability as would have lapsed had the Participant not become Disabled.
The proration shall be based upon the number of days accrued prior to the date of Disability.


 


The Administrator shall make
the determination both as to whether Disability has occurred and the date of its occurrence (unless a procedure for such determination
is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination).
If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination
shall be paid for by the Company.


 


	 	22.	EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.


 


Except as otherwise provided
in a Participant’s Agreement, the following rules apply in the event of the death of a Participant while the Participant is
an Employee, director or Consultant of the Company or of an Affiliate:


 


(a)       To
the extent the forfeiture provisions or the Company’s rights of repurchase have not lapsed on the date of death, they shall be exercisable;
provided, however, that in the event such forfeiture provisions or rights of repurchase lapse periodically, such provisions or rights
shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant or Stock-Based Award through the date of death
as would have lapsed had the Participant not died. The proration shall be based upon the number of days accrued prior to the Participant’s
date of death.


 


(b)        At
the discretion of the Administrator, the Company shall have received an opinion of its counsel that the Shares may be issued in compliance
with the Securities Act without registration thereunder.


 






     


     


    

 


	 	23.	DISSOLUTION OR LIQUIDATION OF THE COMPANY.


 


Upon the dissolution or liquidation
of the Company, all Options granted under this Plan which as of such date shall not have been exercised and all Stock Grants and Stock-Based
Awards which have not been accepted, to the extent required under the applicable Agreement, will terminate and become null and void; provided,
however, that if the rights of a Participant or a Participant’s Survivors have not otherwise terminated and expired, the Participant
or the Participant’s Survivors will have the right immediately prior to such dissolution or liquidation to exercise or accept any
Stock Right to the extent that the Stock Right is exercisable or subject to acceptance as of the date immediately prior to such dissolution
or liquidation. Upon the dissolution or liquidation of the Company, any outstanding Stock-Based Awards shall immediately terminate unless
otherwise determined by the Administrator or specifically provided in the applicable Agreement.


 


	 	24.	ADJUSTMENTS.


 


Upon the occurrence of any
of the following events, a Participant’s rights with respect to any Stock Right granted to such Participant hereunder shall be adjusted
as hereinafter provided, unless otherwise specifically provided in a Participant’s Agreement.


 


(a)            Changes
with respect to Shares of Common Stock.


 


(i)            If
(1) the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall
issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, or (2) additional shares or new or different
shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Common Stock, each Stock
Right and the number of shares of Common Stock deliverable thereunder shall be appropriately increased or decreased proportionately, and
appropriate adjustments shall be made including, in the exercise, base or purchase price per share and in the Performance Goals applicable
to outstanding Performance-Based Awards to reflect such events. The number of Shares subject to the limitations in Paragraphs 3(a), 3(b),
3(d) and 4(c) shall also be proportionately adjusted upon the occurrence of such events.


 


(ii)            The
Administrator may also make adjustments of the type described in Paragraph 24(a) above to take into account distributions to stockholders
other than those provided for in Paragraphs 24(b) below, or any other event, if the Administrator determines that adjustments are
appropriate to avoid distortion in the operation of the Plan or any award, having due regard for the qualification of ISOs under Section 422,
the requirements of Section 409A, to the extent applicable.


 


(ii)            References
in the Plan to Shares will be construed to include any stock or securities resulting from an adjustment pursuant to this Paragraph 24(a).


 


(b)            Corporate
Transactions. If the Company is to be consolidated with or acquired by another entity in a Corporate Transaction, the Administrator
or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”), may, as
to outstanding Options, take any of the following actions: (i) make appropriate provision for the continuation of such Options by
substituting on an equitable basis for the Shares then subject to such Options either the consideration payable with respect to the
outstanding shares of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring entity; or
(ii) upon written notice to the Participants, provide that such Options must be exercised (either (A) to the extent then exercisable
or (B) at the discretion of the Administrator, any such Options being made partially or fully exercisable for purposes of this Subparagraph),
within a specified number of days of the date of such notice, at the end of which period such Options which have not been exercised shall
terminate; or (iii) terminate such Options in exchange for payment of an amount equal to the consideration payable upon consummation
of such Corporate Transaction to a holder of the number of shares of Common Stock into which such Option would have been exercisable (either
(A) to the extent then exercisable or, (B) at the discretion of the Administrator, any such Options being made partially or
fully exercisable for purposes of this Subparagraph) less the aggregate exercise price thereof. For purposes of determining
the payments to be made pursuant to Subclause (iii) above, in the case of a Corporate Transaction the consideration for which, in
whole or in part, is other than cash, the consideration other than cash shall be valued at the fair value thereof as determined in good
faith by the Board of Directors. For the avoidance of doubt, if the per share exercise price of an Option or portion thereof is equal
to or greater than the Fair Market Value of one Share of Common Stock, such Option may be cancelled with no payment due hereunder or otherwise
in respect thereof.


 






     


     


    

 


With respect to outstanding
Stock Grants or Stock-Based Awards, the Administrator or the Successor Board, shall make appropriate provision for the continuation of
such Stock Grants or Stock-Based Awards on the same terms and conditions by substituting on an equitable basis for the Shares then subject
to such Stock Grants or Stock-Based Awards either the consideration payable with respect to the outstanding Shares of Common Stock in
connection with the Corporate Transaction or securities of any successor or acquiring entity. In lieu of the foregoing, in connection
with any Corporate Transaction, the Administrator may provide that each outstanding Stock Grant or Stock-Based Award shall be terminated
in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder of
the number of shares of Common Stock comprising such Stock Grant or Stock-Based Award (to the extent such Stock Grant or Stock-Based Award
is no longer subject to any forfeiture or repurchase rights then in effect or, at the discretion of the Administrator, all forfeiture
and repurchase rights being waived). For the avoidance of doubt, if the purchase or base price of a Stock Grant or Stock-Based Award or
portion thereof is equal to or greater than the Fair Market Value of one Share of Common Stock, such Stock Grant or Stock-Based Award,
as applicable, may be cancelled with no payment due hereunder or otherwise in respect thereof.


 


In taking any of the actions
permitted under this Paragraph 24(b), the Administrator shall not be obligated by the Plan to treat all Stock Rights, all Stock Rights
held by a Participant, or all Stock Rights of the same type, identically.


 


(c)            Recapitalization
or Reorganization. In the event of a recapitalization or reorganization of the Company other than a Corporate Transaction pursuant
to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, a Participant
upon exercising an Option or accepting a Stock Grant after the recapitalization or reorganization shall be entitled to receive for the
price paid upon such exercise or acceptance if any, the number of replacement securities which would have been received if such Option
had been exercised or Stock Grant accepted prior to such recapitalization or reorganization.


 


(d)            Adjustments
to Stock-Based Awards. Upon the happening of any of the events described in Subparagraphs (a), (b) or (c) above, any outstanding
Stock-Based Award shall be appropriately adjusted to reflect the events described in such Subparagraphs. The Administrator or the Successor
Board shall determine the specific adjustments to be made under this Paragraph 24, including, but not limited to the effect of any, Corporate
Transaction and, subject to Paragraph 4, its determination shall be conclusive.


 


(e)            Termination
of Awards upon Consummation of a Corporate Transaction. Except as the Administrator may otherwise determine, each Stock Right will
automatically terminate (and in the case of outstanding Shares of restricted Common Stock, will automatically be forfeited) immediately
upon the consummation of a Corporate Transaction, other than (i) any award that is assumed, continued or substituted pursuant to
Paragraph 24(b) above, and (ii) any cash award that by its terms, or as a result of action taken by the Administrator, continues
following the consummation of the Corporate Transaction.


 


	 	25.	ISSUANCES OF SECURITIES.


 


(a)            Except
as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to
Stock Rights. Except as expressly provided herein, no adjustments shall be made for dividends paid in cash or in property (including without
limitation, securities) of the Company prior to any issuance of Shares pursuant to a Stock Right.


 


(b)            The
Company will not be obligated to issue any Shares pursuant to the Plan or to remove any restriction from Shares previously issued under
the Plan until: (i) the Company is satisfied that all legal matters in connection with the issuance of such Shares have been addressed
and resolved; (ii) if the outstanding Shares is at the time of issuance listed on any stock exchange or national market system, the
Shares to be issued have been listed or authorized to be listed on such exchange or system upon official notice of issuance; and (iii) all
conditions of the award have been satisfied or waived. The Company may require, as a condition to the exercise of an award or the issuance
of Shares under an award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of
the Securities Act of 1933, as amended, or any applicable state or non-U.S. securities law. Any Shares issued under the Plan will be evidenced
in such manner as the Administrator determines appropriate, including book-entry registration or delivery of stock certificates. In the
event that the Administrator determines that stock certificates will be issued in connection with Shares issued under the Plan, the Administrator
may require that such certificates bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the
Company may hold the certificates pending the lapse of the applicable restrictions.


 






     


     


    

 


	 	26.	FRACTIONAL SHARES.


 


No fractional shares shall
be issued under the Plan and the person exercising a Stock Right shall receive from the Company cash in lieu of such fractional shares
equal to the Fair Market Value thereof.


 


	 	27.	WITHHOLDING.


 


In the event that any federal,
state, or local income taxes, employment taxes, Federal Insurance Contributions Act withholdings or other amounts are required by applicable
law or governmental regulation to be withheld from the Participant’s salary, wages or other remuneration in connection with the
issuance of a Stock Right or Shares under the Plan or for any other reason required by law, the Company may withhold from the Participant’s
compensation, if any, or may require that the Participant advance in cash to the Company, or to any Affiliate of the Company which employs
or employed the Participant, the statutory minimum amount of such withholdings unless a different withholding arrangement, including the
use of shares of the Company’s Common Stock or a promissory note, is authorized by the Administrator (and permitted by law). For
purposes hereof, the fair market value of the shares withheld for purposes of payroll withholding shall be determined in the manner set
forth under the definition of Fair Market Value provided in Paragraph 1 above, as of the most recent practicable date. If the Fair Market
Value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the
difference in cash to the Company or the Affiliate employer.


 


	 	28.	TERMINATION OF THE PLAN.


 


The Plan will terminate on
December 2, 2032, the date which is ten years from the earlier of the date of its adoption by the Board of Directors
and the date of its approval by the shareholders of the Company. The Plan may be terminated at an earlier date by vote of the shareholders
or the Board of Directors of the Company; provided, however, that any such earlier termination shall not affect any Agreements executed
prior to the effective date of such termination. Termination of the Plan shall not affect any Stock Rights theretofore granted.


 


	 	29.	AMENDMENT OF THE PLAN AND AGREEMENTS.


 


The Plan may be amended by
the shareholders of the Company. The Plan may also be amended by the Administrator; provided that any amendment approved by the Administrator
which the Administrator determines is of a scope that requires shareholder approval shall be subject to obtaining such shareholder approval
including, without limitation, to the extent necessary to qualify any or all outstanding Stock Rights granted under the Plan or Stock
Rights to be granted under the Plan for favorable federal income tax treatment as may be afforded ISOs under Section 422 and to the
extent necessary to qualify the Shares issuable under the Plan for listing on any national securities exchange or quotation in any national
automated quotation system of securities dealers. Any modification or amendment of the Plan shall not, without the consent of a Participant,
adversely affect his or her rights under a Stock Right previously granted to such Participant, unless such amendment is required by applicable
law or necessary to preserve the economic value of such Stock Right. With the consent of the Participant affected, the Administrator may
amend outstanding Agreements in a manner which may be adverse to the Participant but which is not inconsistent with the Plan. In the discretion
of the Administrator, outstanding Agreements may be amended by the Administrator in a manner which is not adverse to the Participant.
Nothing in this Paragraph 30 shall limit the Administrator’s authority to take any action permitted pursuant to Paragraph 24.


 


	 	30.	EMPLOYMENT OR OTHER RELATIONSHIP.


 


Nothing in this Plan or any
Agreement shall be deemed to prevent the Company or an Affiliate from terminating the employment, consultancy or director status of a
Participant, nor to prevent a Participant from terminating his or her own employment, consultancy or director status or to give any Participant
a right to be retained in employment or other service by the Company or any Affiliate for any period of time.


 






     


     


    

 


	 	31.	SECTION 409A AND SECTION 422.


 


The Company intends that the
Plan and any awards granted hereunder be exempt from or comply with Section 409A, to the extent applicable. The Company intends that
ISOs comply with Section 422, to the extent applicable. Any ambiguities in the Plan or any award shall be construed to effect the
intent as described in this Paragraph 31.


 


If a Participant is a “specified
employee” as defined in Section 409A (and as applied according to procedures of the Company and its Affiliates) as of his or
her separation from service, to the extent any payment under this Plan or pursuant to an award constitutes non-exempt deferred compensation
under Section 409A that is being paid by reason of separation from service, no payments due under this Plan or pursuant to an award
may be made until the earlier of: (i) the first day of the seventh month following the Participant’s separation from service,
or (ii) the Participant’s date of death; provided, however, that any payments delayed during this six-month period shall be
paid in the aggregate in a lump sum, without interest, on the first day of the seventh month following the Participant’s separation
from service.


 


The Administrator shall administer
the Plan with a view toward ensuring that awards under the Plan that are subject to Section 409A or Section 422, as applicable,
comply with the requirements thereof and that Options under the Plan be exempt from the requirements of Section 409A or compliant
with Section 422, as applicable, but neither the Administrator nor any member of the Board of Directors, nor the Company nor any
of its Affiliates, nor any other person acting hereunder on behalf of the Company, the Administrator or the Board of Directors shall be
liable to a Participant or any Survivor by reason of the acceleration of any income, or the imposition of any additional tax or penalty,
with respect to any award, whether by reason of a failure to satisfy the requirements of Section 409A or Section 422 or otherwise.


 


	 	32.	INDEMNITY.


 


Neither the Board of Directors
nor the Administrator, nor any members of either, nor any employees of the Company or any parent, subsidiary, or other Affiliate, shall
be liable for any act, omission, interpretation, construction or determination made in good faith in connection with their responsibilities
with respect to this Plan, and the Company hereby agrees to indemnify the members of the Board or Directors, the members of the Committee,
and the employees of the Company and its parent or subsidiaries in respect of any claim, loss, damage, or expense (including reasonable
counsel fees) arising from any such act, omission, interpretation, construction or determination to the full extent permitted by law.


 


	 	33.	CLAWBACK.


 


Notwithstanding anything to
the contrary contained in this Plan, the Company may recover from a Participant any compensation received from any Stock Right (whether
or not settled) or cause a Participant to forfeit any Stock Right (whether or not vested) in the event that the Company’s Clawback
Policy as then in effect is triggered.


 


	 	34.	WAIVER OF JURY TRIAL.


 


By accepting or being deemed to have accepted an
award under the Plan, each Participant waives (or will be deemed to have waived), to the maximum extent permitted under applicable law,
any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan or any award, or under any
amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith,
and agrees (or will be deemed to have agreed) that any such action, proceedings or counterclaim will be tried before a court and not before
a jury. By accepting or being deemed to have accepted an award under the Plan, each Participant certifies that no officer, representative,
or attorney of the Company has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding
or counterclaim, seek to enforce the foregoing waivers. Notwithstanding anything to the contrary in the Plan, nothing herein is to be
construed as limiting the ability of the Company and a Participant to agree to submit any dispute arising under the terms of the Plan
or any ward to binding arbitration or as limiting the ability of the Company to require any individual to agree to submit such disputes
to binding arbitration as a condition of receiving an award hereunder.





 


	 	35.	UNFUNDED OBLIGATIONS.


 


The Company’s obligations under the Plan
are unfunded, and no Participant will have any right to specific assets of the Company in respect of any award under the Plan. Participants
will be general unsecured creditors of the Company with respect to any amounts due or payable under the Plan.


 


	 	36.	GOVERNING LAW.


 


This Plan shall be construed
and enforced in accordance with the law of the State of Delaware.