Exhibit 10.11


 





ATLAS TECHNICAL CONSULTANTS, INC.





2019 OMNIBUS INCENTIVE PLAN


 


Section
1. General.


 


The name of the Plan
is the Atlas Technical Consultants, Inc. 2019 Omnibus Incentive Plan (the “Plan”). The Plan intends to: (i)
encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the
Company’s objectives; (ii) give Participants an incentive for individual performance; (iii) promote teamwork
among Participants; and (iv) give the Company an advantage in attracting and retaining key Employees, Directors, and Consultants.
To accomplish such purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Shares,
Restricted Stock Units, Performance-Based Awards (including performance-based Restricted Shares and Restricted Stock Units), Other
Stock-Based Awards, Other Cash-Based Awards or any combination of the foregoing.


 


Section
2. Definitions.


 


For purposes of the
Plan, the following terms shall be defined as set forth below:


 


(a) “Administrator”
means the Board, or, if and to the extent the Board does not administer the Plan, the Committee appointed by the Board to administer
the Plan in accordance with Section 3 of the Plan.


 


(b) “Affiliate”
means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common
control with, the Person specified. An entity shall be deemed an Affiliate of the Company for purposes of this definition only
for such periods as the requisite ownership or control relationship is maintained.


 


(c) “Automatic
Exercise Date” means, with respect to an Option or a Stock Appreciation Right, the last business day of the applicable
term of the Option pursuant to Section 7(d) or the Stock Appreciation Right pursuant to Section 8(g).


 


(d) “Award”
means any Option, Stock Appreciation Right, Restricted Share, Restricted Stock Unit, Performance-Based Award, Other Stock-Based
Award, or Other Cash-Based Award granted under the Plan.


 


(e) “Award
Agreement” means any agreement, contract, or other instrument or document evidencing an Award. Evidence of an Award may
be in written or electronic form, may be limited to notation on the books and records of the Company and, with the approval of
the Administrator, need not be signed by a representative of the Company or a Participant. Any Shares that become deliverable to
the Participant pursuant to the Plan may be issued in certificate form in the name of the Participant or in book-entry form in
the name of the Participant.


 


(f) “Bylaws”
means the bylaws of the Company, as may be amended and/or restated from time to time.


 


(g) “Beneficial
Owner” (or any variant thereof) has the meaning defined in Rule 13d-3 under the Exchange Act.


 


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


 


(i) “Cause”
shall have the meaning assigned to such term in any Company or Affiliate employment, severance, or similar agreement or Award Agreement
with the Participant or, if no such agreement exists or the agreement does not define “Cause,” Cause means (i)
any conduct, action or behavior by a Participant, whether or not in connection with the Participant’s employment, including,
without limitation, the commission of any felony or a lesser crime involving dishonesty, fraud, misappropriation, theft, wrongful
taking of property, embezzlement, bribery, forgery, extortion or other crime of moral turpitude, that has or may reasonably be
expected to have a material adverse effect on the reputation or business of the Company, its Subsidiaries and Affiliates or which
results in gain or personal enrichment of the Participant to the detriment of the Company, its Subsidiaries and Affiliates; (ii)
a governmental authority has prohibited the Participant from working or being affiliated with the Company, its Subsidiaries and
Affiliates or the business conducted thereby; (iii) the commission of any act by the Participant of gross negligence or
malfeasance, or any willful violation of law, in each case, in connection with the Participant’s performance of his or her
duties with the Company or any Affiliate thereof; (iv) performance of the Participant’s duties in an unsatisfactory
manner after a written warning and a ten (10) day opportunity to cure or failure to observe material policies generally applicable
to employees after a written warning and a ten (10) day opportunity to cure; (v) breach of the Participant’s duty
of loyalty to the Company Group; (vi) the Participant’s chronic absenteeism; (vii) the Participant’s
substance abuse, illegal drug use, or habitual insobriety; or (viii) the Participant’s violation of obligations of
confidentiality to any third party in the course of providing services to the Company, its Subsidiaries and Affiliates.


 






     


     


    




 


(j) “Certificate
of Incorporation” means the certificate of incorporation of the Company, as may be amended and/or restated from time
to time.


 


(k) “Change
in Capitalization” means any (i) merger, consolidation, reclassification, recapitalization, spin-off, spin-out,
repurchase or other reorganization or corporate transaction or event, (ii) extraordinary dividend (whether in the form of
cash, Common Stock or other property), stock split or reverse stock split, (iii) combination or exchange of shares, (iv)
other change in corporate structure, or (v) payment of any other distribution, which, in any such case, the Administrator
determines, in its sole discretion, affects the Shares such that an adjustment pursuant to Section 5 of the Plan is appropriate.


 


(l) “Change
in Control” shall be deemed to have occurred if an event set forth in any one of the following paragraphs shall have
occurred following the Effective Date:


 


(i) any
Person, other than the Company or a trustee or other fiduciary holding securities under an employee benefit plan of the Company,
becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of
the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial
Owner in connection with a transaction described in clause (A) of paragraph (iii) below or any acquisition directly
from the Company; or


 


(ii) the
following individuals cease for any reason to constitute a majority of the number of Directors then serving on the Board: individuals
who, during any period of two (2) consecutive years, constitute the Board and any new Director (other than a Director whose initial
assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation,
relating to the election of Directors of the Company) whose appointment or election by the Board or nomination for election by
the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the
Directors then still in office who either were Directors at the beginning of the two (2) year period or whose appointment, election
or nomination for election was previously so approved or recommended; or


 


(iii) there
is consummated a merger or consolidation of the Company or any Affiliate thereof with any other corporation, other than a merger
or consolidation (A) that results in the voting securities of the Company outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty
percent (50%) of the combined voting power of the voting securities of the Company (or such surviving entity or, if the Company
or the entity surviving such merger is then a subsidiary, the ultimate parent thereof) outstanding immediately after such merger
or consolidation, and (B) immediately following which the individuals who comprise the Board immediately prior thereto constitute
at least a majority of the Board of the entity surviving such merger or consolidation or, if the Company or the entity surviving
such merger is then a subsidiary, the ultimate parent thereof; or


 


(iv) the
consummation of a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale
or disposition by the Company of all or substantially all of the Company’s assets, other than (A) a sale or disposition
by the Company of all or substantially all of the Company’s assets to an entity, at least fifty percent (50%) of the combined
voting power of the voting securities of which are owned directly or indirectly by stockholders of the Company following the completion
of such transaction in substantially the same proportions as their ownership of the Company immediately prior to such sale or (B)
a sale or disposition of all or substantially all of the Company’s assets immediately following which the individuals who
comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such
assets are sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof.


 






    2


     


    




 


For each Award that
constitutes deferred compensation under Code Section 409A, a Change in Control (where applicable) shall be deemed to have
occurred under the Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change
in ownership of a substantial portion of the assets of the Company shall also constitute a “change in control event”
under Code Section 409A.


 


Notwithstanding the
foregoing, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction
or series of integrated transactions immediately following which the holders of Common Stock immediately prior to such transaction
or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially
all of the assets of the Company immediately following such transaction or series of transactions.


 


(m) “Change
in Control Price” shall have the meaning set forth in Section 12 of the Plan.


 


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


 


(o) “Committee”
means any committee or subcommittee the Board may appoint to administer the Plan. Subject to the discretion of the Board, the Committee
shall be composed entirely of individuals who meet the qualifications of a “non-employee director” within the meaning
of Rule 16b-3 under the Exchange Act and any other qualifications required by the applicable stock exchange on which the Common
Stock is traded. If at any time or to any extent the Board shall not administer the Plan, then the functions of the Administrator
specified in the Plan shall be exercised by the Committee. Except as otherwise provided in the Company’s Certificate of Incorporation
or Bylaws, or any charter establishing the Committee, any action of the Committee with respect to the administration of the Plan
shall be taken by a majority vote at a meeting at which a quorum is duly constituted or unanimous written consent of the Committee’s
members.


 


(p) “Common
Stock” means the common stock, par value $0.0001 per share, of the Company.


 


(q) “Company”
means Atlas Technical Consultants, Inc., a Delaware corporation (or any successor corporation, except as the term “Company”
is used in the definition of “Change in Control” above).


 


(r) “Consultant”
means any consultant or independent contractor of the Company or an Affiliate thereof, in each case, who is not an Employee, Executive
Officer, or non-employee Director.


 


(s) “Disability”
shall have the meaning assigned to such term in any individual employment, severance or similar agreement or Award Agreement with
the Participant or, if no such agreement exists or the agreement does not define “Disability,” Disability means, with
respect to any Participant, that such Participant (i) is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than
twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and
health plan covering Employees of the Company or an Affiliate thereof.


 


(t) “Director”
means any individual who is a member of the Board on or after the Effective Date.











 


(u) “Effective
Date” shall have the meaning set forth in Section 19 of the Plan.


 






    3


     


    




 


(v) “Eligible
Recipient” means: (i) an Employee; (ii) a non-employee Director; or (iii) a Consultant, in each
case, who has been selected as an Eligible Recipient under the Plan by the Administrator. Notwithstanding the foregoing, to the
extent required to avoid the imposition of additional taxes under Code Section 409A, “Eligible Recipient” means:
(1) an Employee; (2) a non-employee Director; or (3) a Consultant, in each case, of the Company or any Affiliate
thereof, who has been selected as an Eligible Recipient under the Plan by the Administrator.


 


(w) “Employee”
shall mean an employee of the Company or an Affiliate thereof, as described in Treasury Regulation Section 1.421-1(h), including
an Executive Officer or Director who is also treated as an employee.


 


(x) “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time.


 


(y) “Executive
Officer” means each Participant who is an executive officer (within the meaning of Rule 3b-7 under the Exchange Act)
of the Company.


 


(z) “Exercise
Price” means, with respect to any Award under which the holder may purchase Shares, the price per share at which a holder
of such Award granted hereunder may purchase Shares issuable upon exercise of such Award.


 


(aa) “Fair
Market Value” as of a particular date shall mean: (i) if the Common Stock is admitted to trading on a national
securities exchange, the fair market value of a Share on any date shall be the closing sale price reported for such share on such
exchange on such date or, if no sale was reported on such date, on the last day preceding such date on which a sale was reported;
(ii) if the Shares are not then listed on a national securities exchange, the average of the highest reported bid and lowest
reported asked prices for the Shares as reported by the National Association of Securities Dealers, Inc. Automated Quotations
System or such other quotation system for the last preceding date on which there was a sale of such stock; or (iii) if
the Shares are not then listed on a national securities exchange or traded in an over-the-counter market or the value of such Shares
is not otherwise determinable, such value as determined by the Committee in good faith and in a manner not inconsistent with Code
Section 409A.


 


(bb) “Free
Standing Rights” shall have the meaning set forth in Section 8(a) of the Plan.


 


(cc) “Incentive
Stock Option” means an Option that is intended to satisfy the requirements applicable to an “incentive stock option”
described in Code Section 422. 


 


(dd) “Nonqualified
Stock Option” means an Option that is not intended to be an Incentive Stock Option.


 


(ee) “Option”
means an option to purchase Shares granted pursuant to Section 7 of the Plan.


 


(ff) “Other
Cash-Based Award” means a cash Award granted to a Participant under Section 11 of the Plan, including cash awarded as
a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.


 


(gg) “Other
Stock-Based Award” means a right or other interest granted to a Participant under Section 11 of the Plan that may be
denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Class A Common Stock,
including, but not limited to, unrestricted Shares or dividend equivalents, each of which may be subject to the attainment of Performance
Goals or a period of continued employment or other terms or conditions as permitted under the Plan.


 


(hh) “Participant”
means any Eligible Recipient selected by the Administrator, pursuant to the Administrator’s authority provided for in Section
3 of the Plan, to receive grants of Options, Stock Appreciation Rights, Restricted Shares, Restricted Stock Units, Performance-Based
Awards, Other Stock-Based Awards, Other Cash-Based Awards or any combination of the foregoing, and, upon his or her death, his
or her successors, heirs, executors and administrators, as the case may be, solely with respect to any Awards outstanding at the
date of the Eligible Recipient’s death.


 






    4


     


    




 


(ii) “Performance-Based
Award” means any Award granted under the Plan that is subject to one or more performance goals. Any dividends or dividend
equivalents payable or credited to a Participant with respect to any unvested Performance-Based Award shall be subject to the same
performance goals as the Shares or units underlying the Performance-Based Award.


 


(jj) “Performance
Goals” means performance goals based on one or more of the following criteria: (i) earnings before interest and
taxes; (ii) earnings before interest, taxes, depreciation and amortization; (iii) net operating profit after tax;
(iv) cash flow; (v) revenue; (vi) net revenues; (vii) sales; (viii) days sales outstanding;
(ix) scrap rates; (x) income; (xi) net income; (xii) operating income; (xiii) net operating
income; (xiv) operating margin; (xv) earnings; (xvi) earnings per share; (xvii) return on equity; (xviii)
return on investment; (xix) return on capital; (xx) return on assets; (xxi) return on net assets; (xxii)
total shareholder return; (xxiii) economic profit; (xxiv) market share; (xxv) appreciation in the fair market
value, book value or other measure of value of the Company’s Common Stock; (xxvi) expense or cost control; (xxvii)
working capital; (xxviii) volume or production; (xxix) new products; (xxx) customer satisfaction; (xxxi)
brand development; (xxxii) employee retention or employee turnover; (xxxiii) employee satisfaction or engagement;
(xxxiv) environmental, health or other safety goals; (xxxv) individual performance; (xxxvi) strategic objective
milestones; (xxxvii) days inventory outstanding; and (xxxviii) any combination of, or as applicable, a specified
increase or decrease in, any of the foregoing. Where applicable, the Performance Goals may be expressed in terms of attaining a
specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and
may be applied to one or more of the Company or an Affiliate thereof, or a division or strategic business unit of the Company,
or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof,
all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment shall
be made (or no vesting shall occur), levels of performance at which specified payments shall be made (or specified vesting shall
occur), and a maximum level of performance above which no additional payment shall be made (or at which full vesting shall occur).


 


(kk) “Person”
shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (i) the Company or any Affiliate thereof, (ii) a trustee or
other fiduciary holding securities under an employee benefit plan of the Company or any Affiliate thereof, (iii) an underwriter
temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.


 


(ll) “Related
Rights” shall have the meaning set forth in Section 8(a) of the Plan.


 


(mm) “Restricted
Shares” means an Award of Shares granted pursuant to Section 9 of the Plan subject to certain restrictions that lapse
at the end of a specified period or periods or the attainment of certain Performance Goals.


 


(nn) “Restricted
Stock Unit” means a notional account established pursuant to an Award granted to a Participant, as described in Section
10 of the Plan, that is (i) valued solely by reference to Shares, (ii) subject to restrictions specified in the Award
Agreement, and (iii) payable in cash or in Shares (as specified in the Award Agreement). The Restricted Stock Units awarded
to the Participant will vest according to the time-based criteria or Performance Goals criteria specified in the Award Agreement.


 


(oo) “Restricted
Period” means the period of time determined by the Administrator during which an Award or a portion thereof is subject
to restrictions or, as applicable, the period of time within which performance is measured for purposes of determining whether
an Award has been earned.


 


(pp) “Retirement”
means a termination of a Participant’s employment, other than for Cause and other than by reason of death or Disability,
on or after the attainment of age 65.











 


(qq) “Rule
16b-3” shall have the meaning set forth in Section 3(a) of the Plan.


 


(rr) “Shares”
means shares of Class A Common Stock reserved for issuance under the Plan, as adjusted pursuant to the Plan, and any successor
(pursuant to a merger, consolidation or other reorganization) security.


 






    5


     


    




 


(ss) “Stock
Appreciation Right” means the right pursuant to an Award granted under Section 8 of the Plan to receive an amount equal
to the excess, if any, of (i) the aggregate Fair Market Value, as of the date such Award or portion thereof is surrendered,
of the Shares covered by such Award or such portion thereof, over (ii) the aggregate Exercise Price of such Award or such
portion thereof.


 


(tt) “Substitute
Award” shall mean an Award granted under the Plan upon the assumption of, or in substitution for, outstanding equity
awards granted by a company or other entity in connection with a corporate transaction, such as a merger, combination, consolidation,
or acquisition of property or stock; provided, however, that in no event shall the term “Substitute Award” be construed
to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.


 


Section
3. Administration.


 


(a) The
Plan shall be administered by the Administrator and shall be administered in accordance with, to the extent applicable, Rule 16b-3
under the Exchange Act (“Rule 16b-3”).


 


(b) Pursuant
to the terms of the Plan, the Administrator, subject, in the case of any Committee, to any restrictions on the authority delegated
to it by the Board, shall have the power and authority, without limitation:


 


(i) to
select those Eligible Recipients who shall be Participants;


 


(ii) to
determine whether and to what extent Options, Stock Appreciation Rights, Restricted Shares, Restricted Stock Units, Performance-Based
Awards, Other Stock-Based Awards, Other Cash-Based Awards or a combination of any of the foregoing, are to be granted hereunder
to Participants;


 


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


 


(iv) to
determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder, including, but
not limited to, (A) the restrictions applicable to Restricted Shares and Restricted Stock Units and the conditions under
which restrictions applicable to such Restricted Shares and Restricted Stock Units shall lapse, (B) the Performance Goals
and periods applicable to Awards, if any, (C) the Exercise Price of each Award, (D) the vesting schedule applicable
to each Award, (E) the number of Shares subject to each Award and (F) subject to the requirements of Code Section 409A
(to the extent applicable), any amendments to the terms and conditions of outstanding Awards, including, but not limited to, extending
the exercise period of such Awards and accelerating the vesting schedule of such Awards;


 


(v) to
determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing
Options, Stock Appreciation Rights, Restricted Shares, Restricted Stock Units or Other Stock-Based Awards, Other Cash-Based Awards
or any combination of the foregoing granted hereunder;


 


(vi) to
determine the Fair Market Value;


 


(vii) to
determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination
of the Participant’s employment for purposes of Awards granted under the Plan;


 


(viii) to
adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem
advisable;








 


(ix) to
reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan, any Award Agreement or other instrument
or agreement relating to the Plan or an Award granted under the Plan; and


 






    6


     


    




 


(x) to
construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating
thereto), and to otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically
granted under the Plan or necessary and advisable in the administration of the Plan.


 


(c) The
Administrator shall have the right, from time to time, to delegate to one or more officers of the Company the authority of the
Administrator to grant and determine the terms and conditions of Awards granted under the Plan, subject to the requirements of
state law and such other limitations as the Administrator shall determine. In no event shall any such delegation of authority be
permitted with respect to Awards to any members of the Board or to any Eligible Recipient who is subject to Rule 16b-3 under the
Exchange Act or Section 162(m) of the Code. The Administrator shall also be permitted to delegate, to any appropriate officer or
employee of the Company, responsibility for performing certain ministerial functions under the Plan. If the Administrator’s
authority is delegated to officers or employees in accordance with the foregoing, all provisions of the Plan relating to the Administrator
shall be interpreted in a manner consistent with the foregoing by treating any such reference as a reference to such officer or
employee for such purpose. Any action undertaken in accordance with the Administrator’s delegation of authority hereunder
shall have the same force and effect as if such action was undertaken directly by the Administrator and shall be deemed for all
purposes of the Plan to have been taken by the Administrator.


 


(d) All
decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons,
including the Company and the Participants. No member of the Board or the Committee, or any officer or employee of the Company
or any Affiliate thereof acting on behalf of the Board or the Committee, shall be personally liable for any action, omission, determination,
or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Committee and each
and any officer or employee of the Company and of any Affiliate thereof acting on their behalf shall, to the maximum extent permitted
by law, be fully indemnified and protected by the Company in respect of any such action, omission, determination or interpretation.


 


Section
4. Shares Reserved for Issuance Under the Plan.


 


(a) Subject
to Section 5 of the Plan, the number of Shares that are reserved and available for issuance pursuant to Awards granted under the
Plan is equal to ten percent (10%) of the outstanding shares of Class A Common Stock. The maximum number of Shares that may be
issued pursuant to Options intended to be Incentive Stock Options is equal to ten percent (10%) of the outstanding shares of Class
A Common Stock.


 


(b) Notwithstanding
the foregoing, the maximum number of Shares subject to Awards granted during any fiscal year to any non-employee Director, when
taken together with any cash fees paid to such non-employee Director during the fiscal year in respect of his or her service as
a Director, shall not exceed $300,000 in total value (calculating the value of any such Awards based on the grant date Fair Market
Value of such Awards for financial reporting purposes).


 


(c) Shares
issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired
by the Company in the open market, in private transactions or otherwise. Any Shares subject to an Award under the Plan that, after
the Effective Date, are forfeited, canceled, settled or otherwise terminated without a distribution of Shares to a Participant
will thereafter be deemed to be available for Awards. In applying the immediately preceding sentence, if (i) Shares otherwise
issuable or issued in respect of, or as part of, any Award are withheld to cover taxes, such Shares shall be treated as having
been issued under the Plan and shall not again be available for issuance under the Plan, (ii) Shares otherwise issuable
or issued in respect of, or as part of, any Award of Options or Stock Appreciation Rights are withheld to cover the Exercise Price,
such Shares shall be treated as having been issued under the Plan and shall not be available for issuance under the Plan, and (iii)
any Stock-settled Stock Appreciation Rights are exercised, the aggregate number of Shares subject to such Stock Appreciation Rights
shall be deemed issued under the Plan and shall not be available for issuance under the Plan.











 


(d) Substitute
Awards shall not reduce the Shares authorized for grant under the Plan. In the event that a company acquired by the Company or
any Affiliate or with which the Company or any Affiliate 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; 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 employed by or providing services to the Company or its Affiliates immediately prior to such acquisition
or combination.


 






    7


     


    




 


Section
5. Equitable Adjustments.


 


In the event of any
Change in Capitalization, an equitable substitution or proportionate adjustment shall be made, in each case, as may be determined
by the Administrator, in its sole discretion, in (i) the aggregate number of Shares reserved for issuance under the Plan
and the maximum number of Shares that may be subject to Awards granted to any Participant in any calendar or fiscal year, (ii)
the kind, number and Exercise Price subject to outstanding Options and Stock Appreciation Rights granted under the Plan, provided,
however, that any such substitution or adjustment with respect to Options and Stock Appreciation Rights shall occur in accordance
with the requirements of Code Section 409A, and (iii) the kind, number and purchase price of Shares subject to outstanding
Restricted Shares or Other Stock-Based Awards granted under the Plan, in each case as may be determined by the Administrator, in
its sole discretion; provided, however, that any fractional Shares resulting from the adjustment shall be eliminated.
Such other equitable substitutions or adjustments shall be made as may be determined by the Administrator, in its sole discretion.
Without limiting the generality of the foregoing, in connection with a Change in Capitalization, the Administrator may provide,
in its sole discretion, for the cancellation of any outstanding Award granted hereunder in exchange for payment in cash or other
property having an aggregate Fair Market Value of the Shares covered by such Award, reduced by the aggregate Exercise Price or
purchase price thereof, if any. Notwithstanding anything contained in the Plan to the contrary, any adjustment with respect to
an Incentive Stock Option due to an adjustment or substitution described in this Section 5 shall comply with the rules of Code
Section 424(a), and in no event shall any adjustment be made which would render any Incentive Stock Option granted hereunder to
be disqualified as an incentive stock option for purposes of Code Section 422. The Administrator’s determinations pursuant
to this Section 5 shall be final, binding and conclusive.


 


Section
6. Eligibility.


 


The Participants under
the Plan shall be selected from time to time by the Administrator, in its sole discretion, from among Eligible Recipients.


 


Section
7. Options.


 


(a) General.
The Committee may, in its sole discretion, grant Options to Participants. Solely with respect to Participants who are Employees,
the Committee may grant Incentive Stock Options, Nonqualified Stock Options or a combination of both. With respect to all other
Participants, the Committee may grant only Nonqualified Stock Options. Each Participant who is granted an Option shall enter into
an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion,
which Award Agreement shall specify whether the Option is an Incentive Stock Option or a Nonqualified Stock Option and shall set
forth, among other things, the Exercise Price of the Option, the term of the Option and provisions regarding exercisability of
the Option granted thereunder. The provisions of each Option need not be the same with respect to each Participant. More than one
Option may be granted to the same Participant and be outstanding concurrently hereunder. Options granted under the Plan shall be
subject to the terms and conditions set forth in this Section 7 and shall contain such additional terms and conditions, not inconsistent
with the terms of the Plan, as the Administrator shall deem desirable and set forth in the applicable Award Agreement. The prospective
recipient of an Option shall not have any rights with respect to such Award, unless and until such recipient has received an Award
Agreement and, if required by the Administrator in the Award Agreement, executed and delivered a fully executed copy thereof to
the Company, within a period of sixty (60) days (or such other period as the Administrator may specify) after the award date.











 


(b) Limits
on Incentive Stock Options. If the Administrator grants Incentive Stock Options, then to the extent that the aggregate fair
market value of Shares with respect to which Incentive Stock Options are exercisable for the first time by any individual during
any calendar year (under all plans of the Company) exceeds $100,000, such Options will be treated as Nonqualified Stock Options
to the extent required by Code Section 422.


 






    8


     


    




 


(c) Exercise
Price. The Exercise Price of Shares purchasable under an Option shall be determined by the Administrator in its sole discretion
at the time of grant; provided, however, that (i) in no event shall the Exercise Price of an Option be less than
one hundred percent (100%) of the Fair Market Value of the Class A Common Stock on the date of grant, and (ii) no Incentive
Stock Option granted to a ten percent (10%) stockholder of the Company’s Common Stock (within the meaning of Code Section
422(b)(6)) shall have an exercise price per share less than one-hundred ten percent (110%) of the Fair Market Value of a Share
on such date.


 


(d) Option
Term. The maximum term of each Option shall be fixed by the Administrator, but in no event shall (i) an Option be exercisable
more than ten (10) years after the date such Option is granted, and (ii) an Incentive Stock Option granted to a ten
percent (10%) stockholder of the Company’s Common Stock (within the meaning of Code Section 422(b)(6)) be exercisable more
than five (5) years after the date such Option is granted. Each Option’s term is subject to earlier expiration pursuant to
the applicable provisions in the Plan and the Award Agreement. Notwithstanding the foregoing, the Administrator shall have the
authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as the Administrator,
in its sole discretion, deems appropriate. Notwithstanding any contrary provision herein, if, on the date an outstanding Option
would expire, the exercise of the Option, including by a “net exercise” or “cashless” exercise, would violate
applicable securities laws or any insider trading policy maintained by the Company from time to time, the expiration date applicable
to the Option will be extended, except to the extent such extension would violate Section 409A, to a date that is thirty (30) calendar
days after the date the exercise of the Option would no longer violate applicable securities laws or any such insider trading policy.


 


(e) Exercisability.
Each Option shall be exercisable at such time or times and subject to such terms and conditions, including the attainment of pre-established
Performance Goals, as shall be determined by the Administrator in the applicable Award Agreement. The Administrator may also provide
that any Option shall be exercisable only in installments, and the Administrator may waive such installment exercise provisions
at any time, in whole or in part, based on such factors as the Administrator may determine in its sole discretion. Notwithstanding
anything to the contrary contained herein, an Option may not be exercised for a fraction of a share.


 


(f) Method
of Exercise. Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying the
number of Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased in
cash or its equivalent, as determined by the Administrator. As determined by the Administrator, in its sole discretion, with respect
to any Option or category of Options, payment in whole or in part may also be made (i) by means of consideration received
under any cashless exercise procedure approved by the Administrator (including the withholding of Shares otherwise issuable upon
exercise), (ii) in the form of unrestricted Shares already owned by the Participant which have a Fair Market Value on the
date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, (iii)
any other form of consideration approved by the Administrator and permitted by applicable law or (iv) any combination of
the foregoing. In determining which methods a Participant may utilize to pay the Exercise Price, the Administrator may consider
such factors as it determines are appropriate; provided, however, that with respect to Incentive Stock Options, all such
discretionary determinations shall be made by the Administrator at the time of grant and specified in the Award Agreement.











 


(g) Rights
as Stockholder. A Participant shall have no rights to dividends or any other rights of a stockholder with respect to the Shares
subject to an Option until the Participant has given written notice of the exercise thereof, has paid in full for such Shares and
has satisfied the requirements of Section 15 of the Plan and the Shares have been issued to the Participant.


 


(h) Termination
of Employment or Service.


 


(i) Unless
the applicable Award Agreement provides otherwise, in the event that the employment or service of a Participant with the Company
and all Affiliates thereof shall terminate for any reason other than Cause, Retirement, Disability, or death, (A) Options
granted to such Participant, to the extent that they are exercisable at the time of such termination, shall remain exercisable
until the date that is ninety (90) days after such termination, on which date they shall expire, and (B) Options granted
to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of
business on the date of such termination. The ninety (90) day period described in this Section 7(h)(i) shall be extended to
one (1) year after the date of such termination in the event of the Participant’s death during such ninety (90) day
period. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of its term.


 






    9


     


    




 


(ii) Unless
the applicable Award Agreement provides otherwise, in the event that the employment or service of a Participant with the Company
and all Affiliates thereof shall terminate on account of Retirement, Disability or the death of the Participant, (A) Options
granted to such Participant, to the extent that they were exercisable at the time of such termination, shall remain exercisable
until the date that is one (1) year after such termination, on which date they shall expire and (B) Options granted
to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of
business on the date of such termination. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of
its term.


 


(iii) In
the event of the termination of a Participant’s employment or service for Cause, all outstanding Options granted to such
Participant shall expire at the commencement of business on the date of such termination.


 


(iv) For
purposes of this Section 7(h), Options that are not exercisable solely due to a blackout period shall be considered exercisable.


 


(i) Other
Change in Employment Status. An Option may be affected, both with regard to vesting schedule and termination, by leaves of
absence, changes from full-time to part-time employment, partial disability or other changes in the employment status or service
of a Participant, as evidenced in a Participant’s Award Agreement.


 


(j) Change
in Control. Notwithstanding anything herein to the contrary, upon a Change in Control, all outstanding Options shall be subject
to Section 12 of the Plan.


 


(k) Automatic
Exercise. Unless otherwise provided by the Administrator in an Award Agreement or otherwise, or as otherwise directed
by the Participant in writing to the Company, each vested and exercisable Option outstanding on the Automatic Exercise Date with
an Exercise Price per Share that is less than the Fair Market Value per Share as of such date shall automatically and without further
action by the Participant or the Company be exercised on the Automatic Exercise Date. In the sole discretion of the Administrator,
payment of the Exercise Price of any such Option shall be made pursuant to Section 7(f) and the Company or any Affiliate
shall deduct or withhold an amount sufficient to satisfy all taxes associated with such exercise in accordance with Section 15.
Unless otherwise determined by the Administrator, this Section 7(k) shall not apply to an Option if the Participant’s
employment or service has terminated on or before the Automatic Exercise Date. For the avoidance of doubt, no Option with an Exercise
Price per Share that is equal to or greater the Fair Market Value per Share on the Automatic Exercise Date shall be exercised pursuant
to this Section 7(k).











 


Section
8. Stock Appreciation Rights.


 


(a) General.
Stock Appreciation Rights may be granted either alone (“Free Standing Rights”) or in conjunction with all or
part of any Option granted under the Plan (“Related Rights”). Related Rights may be granted either at or after
the time of the grant of such Option. The Administrator shall determine the Eligible Recipients to whom, and the time or times
at which, grants of Stock Appreciation Rights shall be made, the number of Shares to be awarded, the price per Share, and all other
conditions of Stock Appreciation Rights. Notwithstanding the foregoing, no Related Right may be granted for more Shares than are
subject to the Option to which it relates and any Stock Appreciation Right must be granted with an Exercise Price not less than
the Fair Market Value of Class A Common Stock on the date of grant. The provisions of Stock Appreciation Rights need not be the
same with respect to each Participant. Stock Appreciation Rights granted under the Plan shall be subject to the following terms
and conditions set forth in this Section 8 and shall contain such additional terms and conditions, not inconsistent with the terms
of the Plan, as the Administrator shall deem desirable, as set forth in the applicable Award Agreement.


 






    10


     


    




 


(b) Awards;
Rights as Stockholder. The prospective recipient of a Stock Appreciation Right shall not have any rights with respect to such
Award, unless and until such recipient has received an Award Agreement and, if required by the Administrator in the Award Agreement,
executed and delivered a fully executed copy thereof to the Company, within a period of sixty (60) days (or such other period
as the Administrator may specify) after the award date. Participants who are granted Stock Appreciation Rights shall have no rights
as stockholders of the Company with respect to the grant or exercise of such rights.


 


(c) Exercisability.


 


(i) Stock
Appreciation Rights that are Free Standing Rights shall be exercisable at such time or times and subject to such terms and conditions
as shall be determined by the Administrator in the applicable Award Agreement.


 


(ii) Stock
Appreciation Rights that are Related Rights shall be exercisable only at such time or times and to the extent that the Options
to which they relate shall be exercisable in accordance with the provisions of Section 7 above and this Section 8 of the Plan.


 


(d) Payment
Upon Exercise.


 


(i) Upon
the exercise of a Free Standing Right, the Participant shall be entitled to receive up to, but not more than, that number of Shares,
determined using the Fair Market Value, equal in value to the excess of the Fair Market Value as of the date of exercise over the
price per share specified in the Free Standing Right multiplied by the number of Shares in respect of which the Free Standing Right
is being exercised.


 


(ii) A
Related Right may be exercised by a Participant by surrendering the applicable portion of the related Option. Upon such exercise
and surrender, the Participant shall be entitled to receive up to, but not more than, that number of Shares, determined using the
Fair Market Value, equal in value to the excess of the Fair Market Value as of the date of exercise over the Exercise Price specified
in the related Option multiplied by the number of Shares in respect of which the Related Right is being exercised. Options which
have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the Related Rights have been so exercised.


 


(iii) Notwithstanding
the foregoing, the Administrator may determine to settle the exercise of a Stock Appreciation Right in cash (or in any combination
of Shares and cash).


 


(e) Rights
as Stockholder. A Participant shall have no rights to dividends or any other rights of a stockholder with respect to the Shares
subject to a Stock Appreciation Right until the Participant has given written notice of the exercise thereof, has satisfied the
requirements of Section 15 of the Plan and the Shares have been issued to the Participant.











 


(f) Termination
of Employment or Service.


 


(i) In
the event of the termination of employment or service with the Company and all Affiliates thereof of a Participant who has been
granted one or more Free Standing Rights, such rights shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Administrator in the applicable Award Agreement.











 


(ii) In
the event of the termination of employment or service with the Company and all Affiliates thereof of a Participant who has been
granted one or more Related Rights, such rights shall be exercisable at such time or times and subject to such terms and conditions
as set forth in the related Options.


 


(g) Term.


 


(i) The
term of each Free Standing Right shall be fixed by the Administrator, but no Free Standing Right shall be exercisable more than
ten (10) years after the date such right is granted.


 






    11


     


    




 


(ii) The
term of each Related Right shall be the term of the Option to which it relates, but no Related Right shall be exercisable more
than ten (10) years after the date such right is granted.


 


(h) Change
in Control. Notwithstanding anything herein to the contrary, upon a Change in Control, all outstanding Stock Appreciation Rights
shall be subject to Section 12 of the Plan.


 


(i) Automatic
Exercise. Unless otherwise provided by the Administrator in an Award Agreement or otherwise, or as otherwise directed by the
Participant in writing to the Company, each vested and exercisable Stock Appreciation Right outstanding on the Automatic Exercise
Date with an Exercise Price per Share that is less than the Fair Market Value per Share as of such date shall automatically and
without further action by the Participant or the Company be exercised on the Automatic Exercise Date. The Company or any Affiliate
shall deduct or withhold an amount sufficient to satisfy all taxes associated with such exercise in accordance with Section 15.
Unless otherwise determined by the Administrator, this Section 8(i) shall not apply to a Stock Appreciation Right if the Participant’s
employment or service has terminated on or before the Automatic Exercise Date. For the avoidance of doubt, no Stock Appreciation
Right with an Exercise Price per Share that is equal to or greater the Fair Market Value per Share on the Automatic Exercise Date
shall be exercised pursuant to this Section 8(i).


 


Section
9. Restricted Shares.


 


(a) General.
Restricted Shares may be issued either alone or in addition to other Awards granted under the Plan. The Administrator shall determine
the Eligible Recipients to whom, and the time or times at which, grants of Restricted Shares shall be made; the number of Shares
to be awarded; the price, if any, to be paid by the Participant for the acquisition of Restricted Shares; the Restricted Period,
if any, applicable to Restricted Shares; the Performance Goals (if any) applicable to Restricted Shares; and all other conditions
of the Restricted Shares. If the restrictions, Performance Goals and/or conditions established by the Administrator are not attained,
a Participant shall forfeit his or her Restricted Shares in accordance with the terms of the grant. The provisions of the Restricted
Shares need not be the same with respect to each Participant.


 


(b) Awards
and Certificates. The prospective recipient of Restricted Shares shall not have any rights with respect to any such Award,
unless and until such recipient has received an Award Agreement and, if required by the Administrator in the Award Agreement, executed
and delivered a fully executed copy thereof to the Company, within a period of sixty (60) days (or such other period as the
Administrator may specify) after the award date. Except as otherwise provided in Section 9(c) of the Plan, (i) each Participant
who is granted an award of Restricted Shares may, in the Company’s sole discretion, be issued a stock certificate in respect
of such Restricted Shares; and (ii) any such certificate so issued shall be registered in the name of the Participant, and
shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to any such Award.











 


The Company may require
that the stock certificates, if any, evidencing Restricted Shares granted hereunder be held in the custody of the Company until
the restrictions thereon shall have lapsed, and that, as a condition of any award of Restricted Shares, the Participant shall have
delivered a stock power, endorsed in blank, relating to the Shares covered by such Award.


 


Notwithstanding anything
in the Plan to the contrary, any Restricted Shares (whether before or after any vesting conditions have been satisfied) may, in
the Company’s sole discretion, be issued in uncertificated form pursuant to the customary arrangements for issuing shares
in such form.


 


(c) Restrictions
and Conditions. The Restricted Shares granted pursuant to this Section 9 shall be subject to the following restrictions and
conditions and any additional restrictions or conditions as determined by the Administrator at the time of grant or thereafter:


 


(i) The
Administrator may, in its sole discretion, provide for the lapse of restrictions in installments and may accelerate or waive such
restrictions in whole or in part based on such factors and such circumstances as the Administrator may determine, in its sole discretion,
including, but not limited to, the attainment of certain Performance Goals, the Participant’s termination of employment or
service as a non-employee Director or Consultant of the Company or an Affiliate thereof, or the Participant’s death or Disability.


 






    12


     


    




 


(ii) Except
as provided in Section 16 of the Plan or in the Award Agreement, the Participant shall generally have the rights of a stockholder
of the Company with respect to Restricted Shares during the Restricted Period. In the Administrator’s discretion and as provided
in the applicable Award Agreement, a Participant may be entitled to dividends or dividend equivalents on an Award of Restricted
Shares, which will be payable in accordance with the terms of such grant as determined by the Administrator. Certificates for Shares
of unrestricted Class A Common Stock may, in the Company’s sole discretion, be delivered to the Participant only after the
Restricted Period has expired without forfeiture in respect of such Restricted Shares, except as the Administrator, in its sole
discretion, shall otherwise determine.


 


(iii) The
rights of Participants granted Restricted Shares upon termination of employment or service as a non-employee Director or Consultant
of the Company or an Affiliate thereof terminates for any reason during the Restricted Period shall be set forth in the Award Agreement.


 


(d) Change
in Control. Notwithstanding anything herein to the contrary, upon a Change in Control, all outstanding Restricted Shares shall
be subject to Section 12 of the Plan.


 


Section
10. Restricted Stock Units.


 


(a) General.
Restricted Stock Units may be issued either alone or in addition to other Awards granted under the Plan. The Administrator
shall determine the Eligible Recipients to whom, and the time or times at which, grants of Restricted Stock Units shall be made;
the number of Restricted Stock Units to be awarded; the Restricted Period, if any, applicable to Restricted Stock Units; the Performance
Goals (if any) applicable to Restricted Stock Units; and all other conditions of the Restricted Stock Units. If the restrictions,
Performance Goals and/or conditions established by the Administrator are not attained, a Participant shall forfeit his or her Restricted
Stock Units in accordance with the terms of the grant. The provisions of Restricted Stock Units need not be the same with respect
to each Participant.


 


(b) Award
Agreement. The prospective recipient of Restricted Stock Units shall not have any rights with respect to any such Award, unless
and until such recipient has received an Award Agreement and, if required by the Administrator in the Award Agreement, executed
and delivered a fully executed copy thereof to the Company, within a period of sixty (60) days (or such other period as the
Administrator may specify) after the award date.


 


(c) Restrictions
and Conditions. The Restricted Stock Units granted pursuant to this Section 10 shall be subject to the following restrictions
and conditions and any additional restrictions or conditions as determined by the Administrator at the time of grant or, subject
to Code Section 409A, thereafter:











 


(i) The
Administrator may, in its sole discretion, provide for the lapse of restrictions in installments and may accelerate or waive such
restrictions in whole or in part based on such factors and such circumstances as the Administrator may determine, in its sole discretion,
including, but not limited to, the attainment of certain Performance Goals, the Participant’s termination of employment or
service as a non-employee Director or Consultant of the Company or an Affiliate thereof, or the Participant’s death or Disability.


 


(ii) Participants
holding Restricted Stock Units shall have no voting rights. A Restricted Stock Unit may, at the Administrator’s discretion,
carry with it a right to dividend equivalents. Such right would entitle the holder to be credited with an amount equal to all cash
dividends paid on one Share while the Restricted Stock Unit is outstanding. The Administrator, in its discretion, may grant dividend
equivalents from the date of grant or only after a Restricted Stock Unit is vested.


 


(iii) The
rights of Participants granted Restricted Stock Units upon termination of employment or service as a non-employee Director or Consultant
of the Company or an Affiliate thereof terminates for any reason during the Restricted Period shall be set forth in the Award Agreement.


 






    13


     


    




 


(d) Settlement
of Restricted Stock Units. Settlement of vested Restricted Stock Units shall be made to Participants in the form of Shares,
unless the Administrator, in its sole discretion, provides for the payment of the Restricted Stock Units in cash (or partly in
cash and partly in Shares) equal to the Fair Market Value of the Shares that would otherwise be distributed to the Participant.


 


(e) Rights
as Stockholder. Except as provided in the Award Agreement in accordance with Section 10(c)(ii), a Participant shall
have no rights to dividends or any other rights of a stockholder with respect to the Shares subject to Restricted Stock Units until
the Participant has satisfied all conditions of the Award Agreement and the requirements of Section 15 of the Plan and the Shares
have been issued to the Participant.


 


(f) Change
in Control. Notwithstanding anything herein to the contrary, upon a Change in Control, all outstanding Restricted Stock Units
shall be subject to Section 12 of the Plan.


 


Section
11. Other Stock-Based or Cash-Based Awards.


 


(a) The
Administrator is authorized to grant Awards to Participants in the form of Other Stock-Based Awards or Other Cash-Based Awards,
as deemed by the Administrator to be consistent with the purposes of the Plan and as evidenced by an Award Agreement. The Administrator
shall determine the terms and conditions of such Awards, consistent with the terms of the Plan, at the date of grant or thereafter,
including any Performance Goals and performance periods. Class A Common Stock or other securities or property delivered pursuant
to an Award in the nature of a purchase right granted under this Section 11 shall be purchased for such consideration, paid for
at such times, by such methods, and in such forms, including, without limitation, Shares, other Awards, notes or other property,
as the Administrator shall determine, subject to any required corporate action.


 


(b) The
prospective recipient of an Other Stock-Based Award or Other Cash-Based Award shall not have any rights with respect to such Award,
unless and until such recipient has received an Award Agreement and, if required by the Administrator in the Award Agreement, executed
and delivered a fully executed copy thereof to the Company, within a period of sixty (60) days (or such other period as the
Administrator may specify) after the award date.


 


(c) Notwithstanding
anything herein to the contrary, upon a Change in Control, all outstanding Other Stock-Based Awards and Other Cash-Based Awards
shall be subject to Section 12 of the Plan.








 


Section
12. Change in Control.


 


The Administrator may
provide in the applicable Award Agreement that an Award will vest on an accelerated basis upon the Participant’s termination
of employment or service in connection with a Change in Control or upon the occurrence of any other event that the Administrator
may set forth in the Award Agreement. If the Company is a party to an agreement that is reasonably likely to result in a Change
in Control, such agreement may provide for: (i) the continuation of any Award by the Company, if the Company is the surviving
corporation; (ii) the assumption of any Award by the surviving corporation or its parent or subsidiary; (iii) the
substitution by the surviving corporation or its parent or subsidiary of equivalent awards for any Award, provided, however,
that any such substitution with respect to Options and Stock Appreciation Rights shall occur in accordance with the requirements
of Code Section 409A; or (iv) settlement of any Award for the Change in Control Price (less, to the extent applicable, the
per share exercise or grant price), or, if the per share exercise or grant price equals or exceeds the Change in Control Price
or if the Administrator determines that Award cannot reasonably become vested pursuant to its terms, such Award shall terminate
and be canceled without consideration. To the extent that Restricted Shares, Restricted Stock Units or other Awards settle in Shares
in accordance with their terms upon a Change in Control, such Shares shall be entitled to receive as a result of the Change in
Control transaction the same consideration as the Shares held by stockholders of the Company as a result of the Change in Control
transaction. For purposes of this Section 12, “Change in Control Price” shall mean (A) the price per share of
Class A Common Stock paid to stockholders of the Company in the Change in Control transaction, or (B) the Fair Market Value of
a Share upon a Change in Control, as determined by the Administrator. To the extent that the consideration paid in any such Change
in Control transaction consists all or in part of securities or other non-cash consideration, the value of such securities or other
non-cash consideration shall be determined in good faith by the Administrator.


 






    14


     


    




 


Section
13. Amendment and Termination.


 


(a) The
Board or the Committee may amend, alter or terminate the Plan, but no amendment, alteration, or termination shall be made that
would impair the rights of a Participant under any Award theretofore granted without such Participant’s consent.


 


(b) Notwithstanding
the foregoing, approval of the Company’s stockholders shall be obtained to increase the aggregate Share limit and annual
Award limits described in Section 4.


 


(c) Subject
to the terms and conditions of the Plan, the Administrator may modify, extend or renew outstanding Awards under the Plan, or accept
the surrender of outstanding Awards (to the extent not already exercised) and grant new Awards in substitution of them (to the
extent not already exercised).


 


(d) Notwithstanding
the foregoing, no alteration, modification or termination of an Award will, without the prior written consent of the Participant,
adversely alter or impair any rights or obligations under any Award already granted under the Plan.


 


Section
14. Unfunded Status of Plan.


 


The Plan is intended
to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made or Shares not
yet transferred to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater
than those of a general creditor of the Company.











 


Section
15. Withholding Taxes.


 


Each Participant shall,
no later than the date as of which the value of an Award first becomes includible in the gross income of such Participant for federal,
state and/or local income tax purposes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment
of, any federal, state, or local taxes of any kind, domestic or foreign, required by law or regulation to be withheld with respect
to the Award. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements,
and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise
due to such Participant. Whenever cash is to be paid pursuant to an Award granted hereunder, the Company shall have the right to
deduct therefrom an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. Whenever
Shares are to be delivered pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company
in cash an amount sufficient to satisfy any related federal, state and local taxes, domestic or foreign, to be withheld and applied
to the tax obligations. With the approval of the Administrator, a Participant may satisfy the foregoing requirement by electing
to have the Company withhold from delivery of Shares or by delivering already owned unrestricted shares of Class A Common Stock,
in each case, having a value equal to the amount required to be withheld or such other greater amount up to the maximum statutory
rate under applicable law, as applicable to such Participant, if such other greater amount would not result in adverse financial
accounting treatment, as determined by the Administrator (including in connection with the effectiveness of FASB Accounting Standards
Update 2016-09). Such Shares shall be valued at their Fair Market Value on the date of which the amount of tax to be withheld is
determined. Fractional share amounts shall be settled in cash. Such an election may be made with respect to all or any portion
of the Shares to be delivered pursuant to an Award. The Company may also use any other method of obtaining the necessary payment
or proceeds, as permitted by law, to satisfy its withholding obligation with respect to any Option or other Award.


 






    15


     


    




 


Section
16. Non-United States Employees. 


 


Without
amending the Plan, the Administrator may grant Awards to eligible persons residing in non-United States jurisdictions on such terms
and conditions different from those specified in the Plan, including the terms of any award agreement or plan, adopted by the Company
or any Affiliate thereof to comply with, or take advantage of favorable tax or other treatment available under, the laws of any
non-United States jurisdiction, as may in the judgment of the Administrator be necessary or desirable to foster and promote achievement
of the purposes of the Plan and, in furtherance of such purposes the Administrator may make such modifications, amendments, procedures,
subplans and the like as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in
which the Company or its Subsidiaries operates or has employees.


 


Section
17. Transfer of Awards.


 


No purported sale,
assignment, mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other
disposition of, or creation of a security interest in or lien on, any Award or any agreement or commitment to do any of the foregoing
(each, a “Transfer”) by any holder thereof in violation of the provisions of the Plan or an Award Agreement
will be valid, except with the prior written consent of the Administrator, which consent may be granted or withheld in the sole
discretion of the Administrator. Any purported Transfer of an Award or any economic benefit or interest therein in violation of
the Plan or an Award Agreement shall be null and void ab initio, and shall not create any obligation or liability of the
Company, and any person purportedly acquiring any Award or any economic benefit or interest therein transferred in violation of
the Plan or an Award Agreement shall not be entitled to be recognized as a holder of such Shares. Unless otherwise determined by
the Administrator in accordance with the provisions of the immediately preceding sentence, an Option may be exercised, during the
lifetime of the Participant, only by the Participant or, during any period during which the Participant is under a legal disability,
by the Participant’s guardian or legal representative.


 


Section
18. Continued Employment.


 


The adoption of the
Plan shall not confer upon any Eligible Recipient any right to continued employment or service with the Company or an Affiliate
thereof, as the case may be, nor shall it interfere in any way with the right of the Company or an Affiliate thereof to terminate
the employment or service of any of its Eligible Recipients at any time.


 


Section
19. Effective Date and Approval Date.


 


The Plan will be effective
as of the date on which the Plan is approved by the Company’s stockholders (the “Effective Date”). The
Plan will be unlimited in duration and, in the event of Plan termination, will remain in effect as long as any Shares awarded under
it are outstanding and not fully vested; provided, however, that no Awards will be made under the Plan on or after the tenth
anniversary of Effective Date.











 


Section
20. Code Section 409A.


 


The intent of the parties
is that payments and benefits under the Plan comply with Code Section 409A to the extent subject thereto, and, accordingly,
to the maximum extent permitted, the Plan shall be interpreted and be administered to be in compliance therewith. Any payments
described in the Plan that are due within the “short-term deferral period” as defined in Code Section 409A shall
not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the
Plan, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A, amounts
that would otherwise be payable and benefits that would otherwise be provided upon a “separation from service” to a
Participant who is a “specified employee” shall be paid on the first business day after the date that is six (6) months
following the Participant’s separation from service (or upon the Participant’s death, if earlier). In addition, for
purposes of the Plan, each amount to be paid or benefit to be provided to the Participant pursuant to the Plan, which constitute
deferred compensation subject to Code Section 409A, shall be construed as a separate identified payment for purposes of Code
Section 409A. Nothing contained in the Plan or an Award Agreement shall be construed as a guarantee of any particular tax
effect with respect to an Award. The Company does not guarantee that any Awards provided under the Plan will satisfy the provisions
of Code Section 409A, and in no event will the Company be liable for any or all portion of any taxes, penalties, interest or other
expenses that may be incurred by a Participant on account of any non-compliance with Code Section 409A.


 






    16


     


    




 


Section
21. Compensation Recovery Policy.


 


The Plan and all Awards
issued hereunder shall be subject to any compensation recovery and/or recoupment policy adopted by the Company to comply with applicable
law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or to comport with good corporate
governance practices, as such policies may be amended from time to time.


 


Section
22. Governing Law.


 


The Plan shall be governed
by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law
of such state.


 


Section
23. Plan Document Controls.


 


The Plan and each Award
Agreement constitute the entire agreement with respect to the subject matter hereof and thereof; provided that in the event
of any inconsistency between the Plan and such Award Agreement, the terms and conditions of the Plan shall control.


 


 


17