Exhibit 10.1


 


AERSALE CORPORATION


 


2020 EQUITY INCENTIVE PLAN


 


1.      
Purpose. The purpose of the AerSale Corporation 2020 Equity Incentive Plan is to provide a means through which the
Company and the other members of the Company Group may attract and retain key personnel, and to provide a means whereby directors,
officers, employees, consultants, and advisors of the Company and the other members of the Company Group can acquire and maintain
an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to
the value of Common Stock, thereby strengthening their commitment to the welfare of the Company Group and aligning their interests
with those of the Company’s stockholders.


 


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


 


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


 


(b)               
 “Adjustment Event” has the meaning given to such term in Section 11(a) of the Plan.


 


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


 


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


 


(e)               
 “Award Agreement” means the document or documents by which each Award (other than an Other Cash-Based
Award) is evidenced, which may be in written or electronic form.


 


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


 


(g)               
 “Cause” means, as to any Participant, unless the applicable Award Agreement states otherwise, (i)
if such Participant is also a participant in the Company’s Severance Plan at the time of the applicable Termination,
 “Cause”, as defined in such Severance Plan as in effect at the time of such Termination, or (ii) if the
Participant is not also a Participant in the Company’s Severance Plan at the time of the applicable Termination, (A)
the Participant is charged with (x) a felony, or (y) a misdemeanor relating to the business of the Company or any of its
Affiliates or involving moral turpitude; (B) the Participant’s willful failure to substantially perform his or her
duties with the Company or any of its Affiliates (other than any such failure resulting from incapacity due to physical or
mental illness); (C) the Participant’s engaging in (x) material misconduct or wrongdoing, or illegal conduct in the
course of carrying out the Participant’s duties with the Company or any of its Affiliates, or (y) any act of material
dishonesty involving the Participant’s employment with the Company or any of its Affiliates (including, without
limitation, fraud, misappropriation, or embezzlement); (D) the Participant’s material breach of any written agreement
with the Company or any of its Affiliates; (E) the Participant’s material violation of the Company’s (or any of
its Affiliates’) Code of Conduct or other policies applicable to the Participant (including, without limitation, any
policy regarding sexual harassment or discrimination); or (F) the Participant’s failure to reasonably cooperate with an
investigation by any governmental authority; provided, in any case, that a Participant’s resignation after an
event that would be grounds for a Termination for Cause will be treated as a Termination for Cause hereunder.


 






     


     


    

 


(h)               
 “Change in Control” means:


 


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


 


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


 


(iii)              
a merger or consolidation of the Company with any other company, other than a merger or consolidation which would result 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) more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;


 


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


 


(v)               
the date of a complete liquidation or dissolution of the Company.


 


Notwithstanding the foregoing, (x) the consummation of any of
the transactions contemplated by that certain Agreement and Plan of Merger, by and among Monocle Acquisition Corporation (“Monocle”),
Monocle Merger Sub 1 Inc., Monocle Holdings Inc., Monocle Merger Sub 2 LLC, AerSale Corp., and, solely in its capacity as the Holder
Representative, Leonard Green & Partners, L.P. (“LGP”), dated as of December 8, 2019 (as amended
from time to time, the “Merger Agreement”), and (y) any transaction with Monocle, LGP, and their respective
Affiliates, shall not constitute a Change in Control for purposes of this Plan or any benefits provided hereunder.


 


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


 


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


 






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


 


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


 


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


 


(l)                
 “Company” means AerSale Corporation, a Delaware corporation, and any successor thereto.


 


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


 


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


 


(o)               
 “Detrimental Activity” means any of the following: (i) unauthorized disclosure of any confidential or
proprietary information of any member of the Company Group; (ii) any activity that would be grounds to terminate the Participant’s
employment or service with the Service Recipient for Cause; (iii) a breach by the Participant of any restrictive covenant by which
such Participant is bound, including, without limitation, any covenant not to compete or not to solicit, in any agreement with
any member of the Company Group, or (iv) fraud or conduct contributing to any financial restatements or irregularities, as determined
by the Committee in its sole discretion.


 


(p)               
 “Disability” means, as to any Participant, unless the applicable Award Agreement states otherwise, (i)
if such Participant is also a participant in the Company’s Severance Plan at the time of the applicable Termination, “Disability”,
as defined in such Severance Plan as in effect at the time of such Termination; or (ii) if such Participant is not also a participant
in the Company’s Severance Plan at the time of the applicable Termination, the Participant becomes eligible to receive income
replacement benefits under any long-term disability plan covering employees of the Company or any of its Affiliates, or, if no
such disability plan is maintained by the Company, “Disability” means the Participant 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, as determined by the Company (or its designee)
in its sole and absolute discretion.


 


(q)               
 “Effective Date” means the date on which the transactions contemplated by the Merger Agreement are consummated.


 


(r)                
 “Eligible Person” means any: (i) individual employed by any member of the Company Group; provided,
however, that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent
that such eligibility is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii)
director or officer of any member of the Company Group; or (iii) consultant or advisor to any member of the Company Group who may
be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act, who, in the case of
each of clauses (i) through (iii) above, has entered into an Award Agreement or who has received written notification from the
Committee or its designee that they have been selected to participate in the Plan.


 


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


 






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


 


(u)               
 “Fair Market Value” means, on a given date: (i) if the Common Stock is listed on a national securities
exchange, the closing sales price of the Common Stock reported on the primary exchange on which the Common Stock is listed and
traded on such date, or, if there are no such sales on that date, then on the last preceding date on which such sales were reported;
(ii) if the Common Stock is not listed on any national securities exchange but is quoted in an inter-dealer quotation system on
a last-sale basis, the average between the closing bid price and ask price reported on such date, or, if there is no such sale
on that date, then on the last preceding date on which a sale was reported; or (iii) if the Common Stock is not listed on a national
securities exchange or quoted in an inter-dealer quotation system on a last-sale basis, the amount determined by the Committee
in good faith to be the fair market value of the Common Stock.


 


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


 


(w)             
 “Immediate Family Members” has the meaning given to such term in Section 13(b) of the Plan.


 


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


 


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


 


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


 


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


 


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


 


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




 


(dd)             
 “Other Cash-Based Award” means an Award that is granted under Section 10 of the Plan that is denominated
and/or payable in cash.


 


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


 


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


 


(gg)            
 “Permitted Transferee” has the meaning given to such term in Section 13(b) of the Plan.


 


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


 


(ii)               
 “Plan” means this AerSale Corporation 2020 Equity Incentive Plan, as it may be amended and/or
restated from time to time.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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4.      
Administration.


 


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


 


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


 


(c)    Delegation. Except
to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation
system on which the securities of the Company are listed or traded, the Committee may allocate all or any portion of its responsibilities
and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any Person
or Persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. Without limiting the
generality of the foregoing, the Committee may delegate to one or more officers of any member of the Company Group the authority
to act on behalf of the Committee with respect to any matter, right, obligation, or election which is the responsibility of, or
which is allocated to, the Committee herein, and which may be so delegated as a matter of law, except for grants of Awards to Non-Employee
Directors. Notwithstanding the foregoing in this Section 4(c), it is intended that any action under the Plan intended to qualify
for an exemption provided by Rule 16b-3 promulgated under the Exchange Act related to Persons who are subject to Section 16 of
the Exchange Act will be taken only by the Board or by a committee or subcommittee of two or more Qualifying Directors. However,
the fact that any member of such committee or subcommittee shall fail to qualify as a Qualifying Director shall not invalidate
any action that is otherwise valid under the Plan.


 


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


 






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


 


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


 


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


 


(a)    Grants. The Committee
may, from time to time, grant Awards to one or more Eligible Persons. All Awards granted under the Plan shall vest and become exercisable
in such manner and on such date or dates or upon such event or events as determined by the Committee, including, without limitation,
attainment of any performance conditions or metrics deemed appropriate by the Committee.


 


(b)   
Share Reserve and Limits. Awards granted under the Plan shall be subject to the following limitations: (i) subject to Section
11 of the Plan, no more than [Ÿ]
shares of Common Stock (the “Absolute Share Limit”) shall be available for Awards under the Plan; (ii)
subject to Section 11 of the Plan, no more than the number of shares of Common Stock equal to the Absolute Share Limit may be issued
in the aggregate pursuant to the exercise of Incentive Stock Options granted under the Plan; and (iii) during a single fiscal year,
each Non-Employee Director shall be granted a number of shares of Common Stock subject to Awards, taken together with any cash
fees paid to such Non-Employee Director during such fiscal year, equal to (A) a total value of $[Ÿ]
(calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes) or
(B) such lower amount as determined by the Board prior to the Date of Grant, either as part of the Company’s Non-Employee
Director compensation program or as otherwise determined by the Board in the event of any change to such Non-Employee Director’s
compensation program or for any particular period of service. To the extent the Board makes a determination pursuant to clause
(iii)(B) above with respect to any year of service, such determination shall in no event be applicable to any subsequent year of
service without a further determination by the Board in respect of any subsequent year of service.


 






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(c)    Share Counting.
Other than with respect to Substitute Awards, to the extent that an Award expires or is canceled, forfeited, terminated, settled
in cash, or otherwise is settled without issuance to the Participant of the full number of shares of Common Stock to which the
Award related, the unissued shares of Common Stock will again be available for grant under the Plan. [Shares of Common Stock withheld
in payment of the Exercise Price, or taxes relating to an Award, and shares equal to the number of shares surrendered in payment
of any Exercise Price, or taxes relating to an Award, shall be deemed to constitute shares not issued to the Participant and shall
be deemed to again be available for Awards under the Plan; provided, however, that such shares shall not become available
for issuance hereunder if either: (i) the applicable shares are withheld or surrendered following the termination of the Plan;
or (ii) at the time the applicable shares are withheld or surrendered, it would constitute a material revision of the Plan subject
to stockholder approval under any then-applicable rules of the national securities exchange on which the Common Stock is listed.]


 


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


 


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


 


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


 


7.      
Options.


 


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


 






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


 


(c)    Vesting and Expiration;
Termination.


 


(i)     Options shall
vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee
including, without limitation, those set forth in Section 5(a) of the Plan; provided, however, that notwithstanding
any such vesting dates or events, the Committee may in its sole discretion accelerate the vesting of any Options at any time and
for any reason. Options shall expire upon a date determined by the Committee, not to exceed ten years from the Date of Grant (the
 “Option Period”); provided, that if the Option Period (other than in the case of an Incentive
Stock Option) would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s insider trading
policy (or Company-imposed “blackout period”), then the Option Period shall be automatically extended until the 30th
day following the expiration of such prohibition. Notwithstanding the foregoing, in no event shall the Option Period exceed five
years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns stock
representing more than 10% of the voting power of all classes of stock of any member of the Company Group.


 


(ii)   Unless otherwise provided
by the Committee, whether in an Award Agreement or otherwise, in the event of: (A) a Participant’s Termination by the Service
Recipient for Cause, all outstanding Options granted to such Participant shall immediately terminate and expire; (B) a Participant’s
Termination due to death or Disability, each outstanding unvested Option granted to such Participant shall immediately terminate
and expire, and each outstanding vested Option shall remain exercisable for one year thereafter (but in no event beyond the expiration
of the Option Period); and (C) a Participant’s Termination for any other reason, each outstanding unvested Option granted
to such Participant shall immediately terminate and expire, and each outstanding vested Option shall remain exercisable for 90
days thereafter (but in no event beyond the expiration of the Option Period).


 


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


 






    9


     


    

 


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


 


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


 


8.      
Stock Appreciation Rights.


 


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


 


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


 


(c)    Vesting and Expiration;
Termination.


 


(i)     A SAR granted
in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration provisions
as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable in such manner and on such
date or dates or upon such event or events as determined by the Committee including, without limitation, those set forth in Section
5(a) of the Plan; provided, however, that notwithstanding any such vesting dates or events, the Committee may, in
its sole discretion, accelerate the vesting of any SAR at any time and for any reason. SARs shall expire upon a date determined
by the Committee, not to exceed ten years from the Date of Grant (the “SAR Period”); provided,
that if the SAR Period would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s insider
trading policy (or Company-imposed “blackout period”), then the SAR Period shall be automatically extended until the
30th day following the expiration of such prohibition.


 


(ii)   Unless otherwise provided
by the Committee, whether in an Award Agreement or otherwise, in the event of: (A) a Participant’s Termination by the Service
Recipient for Cause, all outstanding SARs granted to such Participant shall immediately terminate and expire; (B) a Participant’s
Termination due to death or Disability, each outstanding unvested SAR granted to such Participant shall immediately terminate and
expire, and each outstanding vested SAR shall remain exercisable for one year thereafter (but in no event beyond the expiration
of the SAR Period); and (C) a Participant’s Termination for any other reason, each outstanding unvested SAR granted to such
Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for 90 days thereafter
(but in no event beyond the expiration of the SAR Period).


 


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


 


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


 






    10


     


    

 



 


9.      
Restricted Stock and Restricted Stock Units.


 


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


 


(b)    Stock Certificates
and Book-Entry Notation; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, the Committee shall cause a stock
certificate registered in the name of the Participant to be issued or shall cause share(s) of Common Stock to be registered in
the name of the Participant and held in book-entry form subject to the Company’s directions and, if the Committee determines
that the Restricted Stock shall be held by the Company or in escrow rather than issued to the Participant pending the release of
the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an
escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate stock power (endorsed in blank) with respect
to the Restricted Stock covered by such agreement. If a Participant shall fail to execute and deliver (in a manner permitted under
Section 13(a) of the Plan or as otherwise determined by the Committee) an agreement evidencing an Award of Restricted Stock and,
if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall
be null and void. Subject to the restrictions set forth in this Section 9 and the applicable Award Agreement, a Participant generally
shall have the rights and privileges of a stockholder as to shares of Restricted Stock, including, without limitation, the right
to vote such Restricted Stock and receive dividends in respect of such Restricted Stock, subject to the limitations set forth in
Section 13(c)(ii). To the extent shares of Restricted Stock are forfeited, any stock certificates issued to the Participant evidencing
such shares shall be returned to the Company, and all rights of the Participant to such shares and as a stockholder with respect
thereto shall terminate without further obligation on the part of the Company. A Participant shall have no rights or privileges
as a stockholder as to Restricted Stock Units.


 


(c)    Vesting; Termination.


 


(i)     Restricted Stock
and Restricted Stock Units shall vest, and any applicable Restricted Period shall lapse, in such manner and on such date or dates
or upon such event or events as determined by the Committee including, without limitation, those set forth in Section 5(a) of the
Plan; provided, however, that notwithstanding any such dates or events, the Committee may, in its sole discretion,
accelerate the vesting of any Restricted Stock or Restricted Stock Unit or the lapsing of any applicable Restricted Period at any
time and for any reason.


 


(ii)   Unless otherwise provided
by the Committee, whether in an Award Agreement or otherwise, in the event of a Participant’s Termination for any reason
prior to the time that such Participant’s Restricted Stock or Restricted Stock Units, as applicable, have vested, (A) all
vesting with respect to such Participant’s Restricted Stock or Restricted Stock Units, as applicable, shall cease and (B)
unvested shares of Restricted Stock and unvested Restricted Stock Units, as applicable, shall be forfeited to the Company by the
Participant for no consideration as of the date of such Termination.


 


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


 


(i)     Upon the expiration
of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable Award Agreement
shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an
escrow arrangement is used, upon such expiration the Company shall issue to the Participant or the Participant’s beneficiary,
without charge, the stock certificate (or, if applicable, a notice evidencing a book-entry notation) evidencing the shares of Restricted
Stock which have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest
full share).


 






    11


     


    

 


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


 


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


 


TRANSFER OF THIS CERTIFICATE AND THE SHARES
REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE Aersale Corporation 2020 EQUITY INCENTIVE PLAN AND A RESTRICTED
STOCK AWARD AGREEMENT BETWEEN Aersale Corporation AND THE PARTICIPANT. A
COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF Aersale Corporation.


 


10.   Other Equity-Based Awards
and Other Cash-Based Awards. The Committee may grant Other Equity-Based Awards and Other Cash-Based Awards under the Plan to
Eligible Persons, alone or in tandem with other Awards, in such amounts and dependent on such conditions as the Committee shall
from time to time in its sole discretion determine including, without limitation, those set forth in Section 5(a) of the Plan.
Each Other Equity-Based Award granted under the Plan shall be evidenced by an Award Agreement and each Other Cash-Based Award granted
under the Plan shall be evidenced in such form as the Committee may determine from time to time. Each Other Equity-Based Award
or Other Cash-Based Award, as applicable, so granted shall be subject to such conditions not inconsistent with the Plan as may
be reflected in the applicable Award Agreement or other form evidencing such Award, including, without limitation, those set forth
in Section 13(c) of the Plan.


 


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


 


(a)    General. In the
event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of Common
Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, split-off, spin-off, combination, repurchase, or exchange of shares of Common Stock or other securities of the Company,
issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate
transaction or event that affects the shares of Common Stock (including a Change in Control), or (ii) unusual or nonrecurring events
affecting the Company, including changes in applicable rules, rulings, regulations, or other requirements, that the Committee determines,
in its sole discretion, could result in dilution or enlargement of the rights intended to be granted to, or available for, Participants
(any event in (i) or (ii), an “Adjustment Event”), the Committee shall, in respect of any such Adjustment
Event, make such proportionate substitution or adjustment, if any, as it deems equitable, to any or all of: (A) the Absolute Share
Limit, or any other limit applicable under the Plan with respect to the number of Awards which may be granted hereunder; (B) the
number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property)
which may be issued in respect of Awards or with respect to which Awards may be granted under the Plan; and (C) the terms of any
outstanding Award, including, without limitation, (I) the number of shares of Common Stock or other securities of the Company (or
number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate; (II)
the Exercise Price or Strike Price with respect to any Award; or (III) any applicable performance measures; provided, that
in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting
Standards Codification Topic 718 (or any successor pronouncement thereto)), the Committee shall make an equitable or proportionate
adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment under this Section 11 shall be conclusive
and binding for all purposes.


 






    12


     


    

 


(b)    Adjustment Events.
Without limiting the foregoing, except as may otherwise be provided in an Award Agreement, in connection with any Adjustment Event,
the Committee may, in its sole discretion, provide for any one or more of the following:


 


(i)     substitution or
assumption of Awards (or awards of an acquiring company), acceleration of the exercisability of, lapse of restrictions on, or termination
of Awards, or a period of time (which shall not be required to be more than ten days) for Participants to exercise outstanding
Awards prior to the occurrence of such event (and any such Award not so exercised shall terminate upon the occurrence of such event);
and


 


(ii)   subject to any limitations
or reductions as may be necessary to comply with Section 409A of the Code, cancellation of any one or more outstanding Awards and
payment to the holders of such Awards that are vested as of such cancellation (including, without limitation, any Awards that would
vest as a result of the occurrence of such event but for such cancellation or for which vesting is accelerated by the Committee
in connection with such event) the value of such Awards, if any, as determined by the Committee (which value, if applicable, may
be based upon the price per share of Common Stock received or to be received by other stockholders of the Company in such event),
including, without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if
any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Common Stock subject to such Option or
SAR over the aggregate Exercise Price or Strike Price of such Option or SAR (it being understood that, in such event, any Option
or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of a share of Common
Stock subject thereto may be canceled and terminated without any payment or consideration therefor), or, in the case of Restricted
Stock, Restricted Stock Units, or Other Equity-Based Awards that are not vested as of such cancellation, a cash payment or equity
subject to deferred vesting and delivery consistent with the vesting restrictions applicable to such Restricted Stock, Restricted
Stock Units, or Other Equity-Based Awards prior to cancellation, or the underlying shares in respect thereof.


 


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


 


(c)    Other Requirements.
Prior to any payment or adjustment contemplated under this Section 11, the Committee may require a Participant to (i) represent
and warrant as to the unencumbered title to the Participant’s Awards; (ii) bear such Participant’s pro rata share of
any post-closing indemnity obligations, and be subject to the same post-closing purchase price adjustments, escrow terms, offset
rights, holdback terms, and similar conditions as the other holders of Common Stock, subject to any limitations or reductions as
may be necessary to comply with Section 409A of the Code; and (iii) deliver customary transfer documentation as reasonably determined
by the Committee.


 


(d)    Fractional Shares.
Any adjustment provided under this Section 11 may provide for the elimination of any fractional share that might otherwise become
subject to an Award.


 






    13


     


    

 


(e)    Binding Effect.
Any adjustment, substitution, determination of value or other action taken by the Committee under this Section 11 shall be conclusive
and binding for all purposes.


 


12.   Amendments and Termination.


 


(a)    Amendment and Termination
of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided,
that no such amendment, alteration, suspension, discontinuance, or termination shall be made without stockholder approval if: (i)
such approval is necessary to comply with any regulatory requirement applicable to the Plan (including, without limitation, as
necessary to comply with any rules or regulations of any securities exchange or inter-dealer quotation system on which the securities
of the Company may be listed or quoted) or for changes in GAAP to new accounting standards; (ii) it would increase the number of
securities which may be issued under the Plan (except for increases pursuant to Section 5 or 11 of the Plan), or (iii) it would
materially modify the requirements for participation in the Plan; provided, further, that any such amendment, alteration,
suspension, discontinuance, or termination that would materially and adversely affect the rights of any Participant or any holder
or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant,
holder, or beneficiary. Notwithstanding the foregoing, no amendment shall be made to the last proviso of Section 12(b) of the Plan
without stockholder approval.


 


(b)    Amendment of Award
Agreements. The Committee may, to the extent consistent with the terms of the Plan and any applicable Award Agreement, waive
any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel, or terminate, any Award theretofore
granted or the associated Award Agreement, prospectively or retroactively (including after a Participant’s Termination);
provided, that, other than pursuant to Section 11, any such waiver, amendment, alteration, suspension, discontinuance, cancellation,
or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted
shall not to that extent be effective without the consent of the affected Participant; provided, further, that without stockholder
approval, except as otherwise permitted under Section 11 of the Plan, (i) no amendment or modification may reduce the Exercise
Price of any Option or the Strike Price of any SAR; (ii) the Committee may not cancel any outstanding Option or SAR and replace
it with a new Option or SAR (with a lower Exercise Price or Strike Price, as the case may be) or other Award or cash payment that
is greater than the intrinsic value (if any) of the canceled Option or SAR; and (iii) the Committee may not take any other action
which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer
quotation system on which the securities of the Company are listed or quoted.


 


13.   General.


 


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


 


(b)    Nontransferability.


 


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


 






    14


     


    

 


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


 


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


 


(c)    Dividends and Dividend
Equivalents.


 


(i)     The Committee
may, in its sole discretion, provide a Participant as part of an Award with dividends, dividend equivalents, or similar payments
in respect of Awards, payable in cash, shares of Common Stock, other securities, other Awards or other property, on a current or
deferred basis, on such terms and conditions as may be determined by the Committee in its sole discretion, including, without limitation,
payment directly to the Participant, withholding of such amounts by the Company subject to vesting of the Award or reinvestment
in additional shares of Common Stock, Restricted Stock or other Awards.


 


(ii)   Without limiting the foregoing,
unless otherwise provided in the Award Agreement, any dividend otherwise payable in respect of any share of Restricted Stock that
remains subject to vesting conditions at the time of payment of such dividend shall be retained by the Company, remain subject
to the same vesting conditions as the share of Restricted Stock to which the dividend relates and shall be delivered (without interest)
to the Participant within 15 days following the date on which such restrictions on such Restricted Stock lapse (and the right to
any such accumulated dividends shall be forfeited upon the forfeiture of the Restricted Stock to which such dividends relate).


 


(iii)   To the extent provided in an Award Agreement,
the holder of outstanding Restricted Stock Units shall be entitled to be credited with dividend equivalent payments (upon the payment
by the Company of dividends on shares of Common Stock) either in cash or, in the sole discretion of the Committee, in shares of
Common Stock having a Fair Market Value equal to the amount of such dividends (and interest may, in the sole discretion of the
Committee, be credited on the amount of cash dividend equivalents at a rate and subject to such terms as determined by the Committee),
which accumulated dividend equivalents (and interest thereon, if applicable) shall be payable at the same time as the underlying
Restricted Stock Units are settled following the date on which the Restricted Period lapses with respect to such Restricted Stock
Units, and if such Restricted Stock Units are forfeited, the Participant shall have no right to such dividend equivalent payments
(or interest thereon, if applicable).


 






    15


     


    

 


(d)    Tax Withholding.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(j)     Government
and Other Regulations.


 


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


 






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


 


(k)    Section 83(b) Elections.
If a Participant, in connection with the acquisition of shares of Common Stock under the Plan or otherwise, makes an election under
Section 83(b) of the Code or a similar provision of law, the Participant shall notify the Company of such election within ten days
of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and
notification required pursuant to Section 83(b) of the Code or other applicable provision.


 


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


 


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


 


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


 






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


 


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


 


(q)   
Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware
applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws’
provisions thereof. EACH PARTICIPANT WHO ACCEPTS AN AWARD IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION,
OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTICIPANT IN RESPECT OF THE PARTICIPANT’S RIGHTS OR OBLIGATIONS HEREUNDER.


 


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


 


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


 


(t)     Section 409A
of the Code.


 


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


 


(ii)   Notwithstanding anything
in the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i)
of the Code, no payments in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code
and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section
409A of the Code) shall be made to such Participant prior to the date that is six months after the date of such Participant’s
 “separation from service” or, if earlier, the date of the Participant’s death. Following any applicable six-month
delay, all such delayed payments will be paid in a single lump sum (without interest) on the earliest date permitted under Section
409A of the Code that is also a business day.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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