Exhibit 10.1


 


CISION LTD.


 





 



 


2017 OMNIBUS INCENTIVE PLAN

(as Amended and Restated Effective July 24, 2019)


 





 



 


Article
I 

PURPOSE


 


The
purpose of this Cision Ltd. 2017 Omnibus Incentive Plan (as Amended and Restated Effective July 24, 2019) is to enhance the profitability
and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based
incentives in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals
and the Company’s stockholders. The Plan is effective as of the date set forth in Article XV.


 


Article
II 

DEFINITIONS


 


For
purposes of the Plan, the following terms shall have the following meanings:


 


2.1               “Affiliate”
means each of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation, trade
or business (including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled
50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one
of its Affiliates; (d) any trade or business (including, without limitation, a partnership or limited liability company) which
directly or indirectly controls 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting
interest) of the Company; and (e) any other entity in which the Company or any of its Affiliates has a material equity interest
and which is designated as an “Affiliate” by resolution of the Committee; provided that, unless otherwise determined
by the Committee, the Common Stock subject to any Award constitutes “service recipient stock” for purposes of Section
409A of the Code or otherwise does not subject the Award to Section 409A of the Code.


 


2.2              
“Award” means any award under the Plan of any Stock Option,
Stock Appreciation Right, Restricted Stock Award, Performance Award, Other Stock-Based Award or Other Cash-Based Award. All Awards
shall be granted by, confirmed by, and subject to the terms of, a written agreement executed by the Company and the Participant.


 


2.3              
“Award Agreement” means the written or electronic agreement
setting forth the terms and conditions applicable to an Award.


 


2.4              
“Board” means the Board of Directors of the Company.


 






     


     


    

 


2.5             
“Cause” means, unless otherwise determined by the Committee
in the applicable Award Agreement, with respect to a Participant’s Termination of Employment or Termination of Consultancy,
the following: (a) in the case where there is no employment, consulting, change in control or similar agreement in effect between
the Company or an Affiliate and the Participant at the time of the grant of the Award (or where there is such an agreement but
it does not define “cause” (or words of like import)), termination due to a Participant’s insubordination, dishonesty,
fraud, incompetence, moral turpitude, willful misconduct, refusal to perform the Participant’s duties or responsibilities
(for any reason other than illness or incapacity) or materially unsatisfactory performance of the Participant’s duties for
the Company or an Affiliate, in each case, as determined by the Committee in its good faith discretion; or (b) in the case where
there is an employment, consulting, change in control or similar agreement in effect between the Company or an Affiliate and the
Participant at the time of the grant of the Award that defines “cause” (or words of like import), “cause”
as defined under such agreement; provided, however, that with regard to any agreement under which the definition of “cause”
only applies on occurrence of a change in control, such definition of “cause” shall not apply until a Change in Control
actually takes place and then only with regard to a termination thereafter. With respect to a Participant’s Termination of
Directorship, “cause” means an act or failure to act that constitutes cause for removal of a director under applicable
Delaware law.


 


2.6              
“Change in Control” has the meaning set forth in 11.2.


 


2.7              
“Change in Control Price” has the meaning set forth in Section
11.1.


 


2.8              
“Code” means the Internal Revenue Code of 1986, as amended.
Any reference to any section of the Code shall also be a reference to any successor provision and any treasury regulation promulgated
thereunder.


 


2.9              
“Committee” means any committee of the Board duly authorized
by the Board to administer the Plan. If no committee is duly authorized by the Board to administer the Plan, the term “Committee”
shall be deemed to refer to the Board for all purposes under the Plan.


 


2.10            
“Common Stock” means the ordinary shares, par value $0.0001
per share, of the Company.


 


2.11           
“Company” means Cision Ltd., an exempted company incorporated
in the Cayman Islands with limited liability, and its successors by operation of law.


 


2.12            
“Consultant” means any Person who is an advisor or consultant
to the Company or its Affiliates.


 


2.13           
“Disability” means, unless otherwise determined by the Committee
in the applicable Award Agreement, with respect to a Participant’s Termination, a permanent and total disability as defined
in Section 22(e)(3) of the Code. A Disability shall only be deemed to occur at the time of the determination by the Committee of
the Disability. Notwithstanding the foregoing, for Awards that are subject to Section 409A of the Code, Disability shall mean that
a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code.


 


2.14            
“Effective Date” means the effective date of the Plan as defined
in Article XV.


 


2.15            
“Eligible Employee” means each employee of the Company or an
Affiliate.


 



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2.16             “Eligible
Individual” means an Eligible Employee, independent Non-Employee Director, or Consultant
who is designated by the Committee in its discretion as eligible to receive Awards subject to the conditions set forth herein.


 


2.17            
“Exchange Act” means the Securities Exchange Act of 1934, as
amended. Reference to a specific section of the Exchange Act or regulation thereunder shall include such section or regulation,
any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or
regulation amending, supplementing or superseding such section or regulation.


 


2.18           
“Fair Market Value” means, for purposes of the Plan, unless
otherwise required by any applicable provision of the Code or any regulations issued thereunder, as of any date and except as provided
below, the last sales price reported for the Common Stock on the applicable date: (a) as reported on the principal national securities
exchange in the United States on which it is then traded, or (b) if the Common Stock is not traded, listed or otherwise reported
or quoted, the Committee shall determine in good faith the Fair Market Value in whatever manner it considers appropriate taking
into account the requirements of Section 409A of the Code. For purposes of any Award granted in connection with the Registration
Date, the Fair Market Value shall be the public offering price in the initial public offering as set forth on the cover of the
prospectus. For purposes of the exercise of any Award, the applicable date shall be the date a notice of exercise is received by
the Committee or, if not a day on which the applicable market is open, the next day that it is open.


 


2.19           
“Family Member” means the Participant’s child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s
household (other than a tenant or employee), a trust in which these persons have more than fifty percent (50%) of the beneficial
interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which
these persons (or the Participant) own more than fifty percent (50%) of the voting interests.


 


2.20            
“Incentive Stock Option” means any Stock Option awarded to an
Eligible Employee of the Company, its Subsidiaries and its Parents (if any) under the Plan intended to be and designated as an
“Incentive Stock Option” within the meaning of Section 422 of the Code.


 


2.21            
“Lead Underwriter” has the meaning set forth in Section 14.19.


 


2.22            
“Lock-Up Period” has the meaning set forth in Section 14.19.


 


2.23           
“Non-Employee Director” means a director or a member of the
Board or the board of directors of any Affiliate who is not an active employee of the Company or any Affiliate.


 


2.24            
“Non-Qualified Stock Option” means any Stock Option awarded
under the Plan that is not an Incentive Stock Option.


 


2.25            
“Non-Tandem Stock Appreciation Right” means the right to receive
an amount in cash and/or stock equal to the difference between (a) the Fair Market Value of a share of Common Stock on the date
such right is exercised, and (b) the aggregate exercise price of such right, otherwise than on surrender of a Stock Option.


 


2.26            
“Other Cash-Based Award” means an Award granted pursuant to
Section 10.3 of the Plan and payable in cash at such time or times and subject to such terms and conditions as determined by the
Committee in its sole discretion.


 






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2.27            
“Other Stock-Based Award” means an Award under Article X of
the Plan that is valued in whole or in part by reference to, or is payable in or otherwise based on, Common Stock, including, without
limitation, an Award valued by reference to an Affiliate.


 


2.28            
“Parent” means any parent corporation of the Company within
the meaning of Section 424(e) of the Code.


 


2.29            
“Participant” means an Eligible Individual to whom an Award
has been granted pursuant to the Plan.


 


2.30           
“Performance Award” means an Award granted to a Participant
pursuant to Article IX hereof contingent upon achieving certain Performance Goals.


 


2.31           
“Performance Goals” means goals established by the Committee
as contingencies for Awards to vest and/or become exercisable or distributable based on one or more of the performance goals set
forth in Exhibit A hereto.


 


2.32            
“Performance Period” means the designated period during which
the Performance Goals must be satisfied with respect to the Award to which the Performance Goals relate.


 


2.33            
“Person” means an individual, a partnership, a corporation,
a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and
a government or any branch, department, agency, political subdivision or official thereof.


 


2.34            
“Plan” means this Cision Ltd. 2017 Omnibus Incentive Plan (as
Amended and Restated Effective July 24, 2019), as amended from time to time.


 


2.35            
“Proceeding” has the meaning set forth in Section 14.8.


 


2.36            
“Reference Stock Option” has the meaning set forth in Section
7.1.


 


2.37            
“Registration Date” means the date on which the Company consummates
the sale of its Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities
Act.


 


2.38            
“Reorganization” has the meaning set forth in Section 4.2(b)(ii).


 


2.39            
“Restricted Stock” means an Award of shares of Common Stock
under the Plan that is subject to restrictions under Article VIII.


 


2.40            
“Restriction Period” has the meaning set forth in Section 8.3(a)
with respect to Restricted Stock.


 


2.41            
“Rule 16b-3” means Rule 16b-3 under Section 16(b) of the Exchange
Act as then in effect or any successor provision.


 


2.42           
“Section 162(m) of the Code” means the exception for performance-based
compensation under Section 162(m) of the Code and any applicable treasury regulations thereunder.


 


2.43           
“Section 409A of the Code” means the nonqualified deferred compensation
rules under Section 409A of the Code and any applicable treasury regulations and other official guidance thereunder.


 






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2.44           
“Securities Act” means the Securities Act of 1933, as amended
and all rules and regulations promulgated thereunder. Reference to a specific section of the Securities Act or regulation thereunder
shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable
provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.


 


2.45            
“Stock Appreciation Right” means the right pursuant to an Award
granted under Article VII.


 


2.46            
“Stock Option” or “Option” means
any option to purchase shares of Common Stock granted to Eligible Individuals granted pursuant to Article VI.


 


2.47            
“Subsidiary” means any subsidiary corporation of the Company
within the meaning of Section 424(f) of the Code.


 


2.48            
“Tandem Stock Appreciation Right” means the right to surrender
to the Company all (or a portion) of a Stock Option in exchange for an amount in cash and/or stock equal to the difference between
(a) the Fair Market Value on the date such Stock Option (or such portion thereof) is surrendered, of the Common Stock covered by
such Stock Option (or such portion thereof), and (b) the aggregate exercise price of such Stock Option (or such portion thereof).


 


2.49            
“Ten Percent Stockholder” means a Person owning stock possessing
more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, its Subsidiaries or its
Parent.


 


2.50            
“Termination” means a Termination of Consultancy, Termination
of Directorship or Termination of Employment, as applicable.


 


2.51            
“Termination of Consultancy” means: (a) that the Consultant
is no longer acting as a consultant to the Company or an Affiliate; or (b) when an entity which is retaining a Participant as a
Consultant ceases to be an Affiliate, unless the Participant otherwise is, or thereupon becomes, a Consultant to the Company or
another Affiliate at the time the entity ceases to be an Affiliate. In the event that a Consultant becomes an Eligible Employee
or a Non-Employee Director upon the termination of such Consultant’s consultancy, unless otherwise determined by the Committee,
in its sole discretion, no Termination of Consultancy shall be deemed to occur until such time as such Consultant is no longer
a Consultant, an Eligible Employee or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define
Termination of Consultancy in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination
of Consultancy thereafter, provided that any such change to the definition of the term “Termination of Consultancy”
does not subject the applicable Award to Section 409A of the Code.


 


2.52            
“Termination of Directorship” means that the Non-Employee Director
has ceased to be a director or member of the Board and the board of directors of any affiliate of the Company; provided that if
a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of such Non-Employee Director’s
directorship, such Non-Employee Director’s ceasing to be a director or member of the Board and the board of directors of
any affiliate of the Company shall not be treated as a Termination of Directorship unless and until the Participant has a Termination
of Employment or Termination of Consultancy, as the case may be.


 


2.53         
“Termination of Employment” means: (a) a termination of employment
(for reasons other than a military or personal leave of absence granted by the Company) of a Participant from the Company and its
Affiliates; or (b) when an entity which is employing a Participant ceases to be an Affiliate, unless the Participant otherwise
is, or thereupon becomes, employed by the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the
event that an Eligible Employee becomes a Consultant or a Non-Employee Director upon the termination of such Eligible Employee’s
employment, unless otherwise determined by the Committee, in its sole discretion, no Termination of Employment shall be deemed
to occur until such time as such Eligible Employee is no longer an Eligible Employee, a Consultant or a Non-Employee Director.
Notwithstanding the foregoing, the Committee may otherwise define Termination of Employment in the Award Agreement or, if no rights
of a Participant are reduced, may otherwise define Termination of Employment thereafter, provided that any such change to the definition
of the term “Termination of Employment” does not subject the applicable Award to Section 409A of the Code.


 






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2.54            
“Transfer” means: (a) when used as a noun, any direct or indirect
transfer, sale, assignment, pledge, hypothecation, encumbrance or other disposition (including the issuance of equity in any entity),
whether for value or no value and whether voluntary or involuntary (including by operation of law), and (b) when used as a verb,
to directly or indirectly transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise dispose of (including the
issuance of equity in any entity) whether for value or for no value and whether voluntarily or involuntarily (including by operation
of law). “Transferred” and “Transferable” shall have a correlative meaning.


 


Article
III 

ADMINISTRATION


 


3.1              
The Committee. The Plan
shall be administered and interpreted by the Committee. To the extent required by applicable law, rule or regulation, it is intended
that each member of the Committee shall qualify as (a) a “non-employee director” under Rule 16b-3, (b) an “outside
director” under Section 162(m) of the Code and (c) an “independent director” under the rules of any national
securities exchange or national securities association, as applicable. If it is later determined that one or more members of the
Committee do not so qualify, actions taken by the Committee prior to such determination shall be valid despite such failure to
qualify.


 


3.2              
Grants of Awards. The Committee shall have full authority to grant,
pursuant to the terms of the Plan, to Eligible Individuals: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted
Stock Awards, (iv) Performance Awards; (v) Other Stock-Based Awards; and (vi) Other Cash-Based Awards. In particular, the Committee
shall have the authority:


 


to select the Eligible Individuals to whom
Awards may from time to time be granted hereunder;


 


to determine whether and to what extent
Awards, or any combination thereof, are to be granted hereunder to one or more Eligible Individuals;


 


to determine the number of shares of Common
Stock to be covered by each Award granted hereunder;


 


to determine the terms and conditions,
not inconsistent with the terms of the Plan, of any Award granted hereunder (including, but not limited to, the exercise or purchase
price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or
waiver thereof, regarding any Award and the shares of Common Stock relating thereto, based on such factors, if any, as the Committee
shall determine, in its sole discretion);


 


to determine the amount of cash to be covered
by each Award granted hereunder;


 






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to determine whether, to what extent and
under what circumstances grants of Options and other Awards under the Plan are to operate on a tandem basis and/or in conjunction
with or apart from other awards made by the Company outside of the Plan;


 


to determine whether and under what circumstances
a Stock Option may be settled in cash, Common Stock and/or Restricted Stock under Section 6.4(d);


 


to determine whether a Stock Option is
an Incentive Stock Option or Non-Qualified Stock Option;


 


to determine whether to require a Participant,
as a condition of the granting of any Award, to not sell or otherwise dispose of shares acquired pursuant to the exercise of an
Award for a period of time as determined by the Committee, in its sole discretion, following the date of the acquisition of such
Award;


 


to modify, extend or renew an Award, subject
to Article XII and Section 6.4(l), provided, however, that such action does not subject the Award to Section 409A of the Code without
the consent of the Participant; and


 


solely to the extent permitted by applicable
law, to determine whether, to what extent and under what circumstances to provide loans (which may be on a recourse basis and shall
bear interest at the rate the Committee shall provide) to Participants in order to exercise Options under the Plan.


 


3.3              
Guidelines. Subject to Article XII hereof, the Committee shall have
the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan and perform all
acts, including the delegation of its responsibilities (to the extent permitted by applicable law and applicable stock exchange
rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of the Plan and any
Award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan.
The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating
thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of the Plan. The Committee
may adopt special guidelines and provisions for Persons who are residing in or employed in, or subject to, the taxes of, any domestic
or foreign jurisdictions to comply with applicable tax and securities laws of such domestic or foreign jurisdictions. Notwithstanding
the foregoing, no action of the Committee under this Section 3.3 shall impair the rights of any Participant without the Participant’s
consent. To the extent applicable, the Plan is intended to comply with the applicable requirements of Rule 16b-3, and with respect
to Awards intended to be “performance-based,” the applicable provisions of Section 162(m) of the Code, and the Plan
shall be limited, construed and interpreted in a manner so as to comply therewith.


 


3.4              
Decisions Final. Any decision, interpretation or other action made
or taken in good faith by or at the direction of the Company, the Board or the Committee (or any of its members) arising out of
or in connection with the Plan shall be within the absolute discretion of all and each of them, as the case may be, and shall
be final, binding and conclusive on the Company and all employees and Participants and their respective heirs, executors, administrators,
successors and assigns.


 


3.5              
Procedures. If the Committee is appointed, the Board shall designate
one of the members of the Committee as chairman and the Committee shall hold meetings, subject to the By-Laws of the Company,
at such times and places as it shall deem advisable, including, without limitation, by telephone conference or by written consent
to the extent permitted by applicable law. A majority of the Committee members shall constitute a quorum. All determinations of
the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by all of
the Committee members in accordance with the By-Laws of the Company, shall be fully effective as if it had been made by a vote
at a meeting duly called and held. The Committee shall keep minutes of its meetings and shall make such rules and regulations
for the conduct of its business as it shall deem advisable.


 






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3.6              
Designation of Consultants/Liability.


 


The Committee may designate employees of
the Company and professional advisors to assist the Committee in the administration of the Plan and (to the extent permitted by
applicable law and applicable exchange rules) may grant authority to officers to grant Awards and/or execute agreements or other
documents on behalf of the Committee. In the event of any designation of authority hereunder, subject to applicable law, applicable
stock exchange rules and any limitations imposed by the Committee in connection with such designation, such designee or designees
shall have the power and authority to take such actions, exercise such powers and make such determinations that are otherwise specifically
designated to the Committee hereunder.


 


The Committee may employ such legal counsel,
consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from
any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Committee
or the Board in the engagement of any such counsel, consultant or agent shall be paid by the Company. The Committee, its members
and any Person designated pursuant to Section 3.6(a) shall not be liable for any action or determination made in good faith with
respect to the Plan. To the maximum extent permitted by applicable law, no officer of the Company or member or former member of
the Committee or of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any
Award granted under it.


 


3.7              
Indemnification. To the maximum extent permitted by applicable law
and the Certificate of Incorporation and By-Laws of the Company and to the extent not covered by insurance directly insuring such
Person, each officer or employee of the Company or any Affiliate and member or former member of the Committee or the Board shall
be indemnified and held harmless by the Company against any cost or expense (including reasonable fees of counsel reasonably acceptable
to the Committee) or liability (including any sum paid in settlement of a claim with the approval of the Committee), and advanced
amounts necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any act or omission
to act in connection with the administration of the Plan, except to the extent arising out of such officer’s, employee’s,
member’s or former member’s own fraud or bad faith. Such indemnification shall be in addition to any right of indemnification
the employees, officers, directors or members or former officers, directors or members may have under applicable law or under
the Certificate of Incorporation or By-Laws of the Company or any Affiliate. Notwithstanding anything else herein, this indemnification
will not apply to the actions or determinations made by an individual with regard to Awards granted to such individual under the
Plan.


 


3.8              
No Stockholder Rights. Unless otherwise stated in the related Award Agreement,
an individual holding or exercising an Award shall have none of the rights of a Company stockholder (for example, the right to
receive cash or dividend payments or distributions attributable to the subject shares or to direct the voting of the subject shares)
until the shares covered thereby are fully paid and issued. Except as provided in the related Award Agreement, no adjustment shall
be made for dividends, distributions, or other rights for which the record date is before the date of such issuance.


 


Article
IV 

SHARE LIMITATION


 


4.1              
Shares. (a) The aggregate number of shares of Common Stock that
may be issued or used for reference purposes or with respect to which Awards may be granted under the Plan shall not exceed 9,100,000
shares (subject to any increase or decrease pursuant to Section 4.2), which may be either authorized and unissued Common Stock
or Common Stock held in or acquired for the treasury of the Company or both. The maximum number of shares of Common Stock with
respect to which Incentive Stock Options may be granted under the Plan shall be 9,100,000 shares. If any Option, Stock Appreciation
Right or Other Stock-Based Awards granted under the Plan expires, terminates or is canceled for any reason without having been
exercised in full, the number of shares of Common Stock underlying any unexercised Award shall again be available for the purpose
of Awards under the Plan. If any shares of Restricted Stock, Performance Awards or Other Stock-Based Awards denominated in shares
of Common Stock awarded under the Plan to a Participant are forfeited for any reason, the number of forfeited shares of Restricted
Stock, Performance Awards or Other Stock-Based Awards denominated in shares of Common Stock shall again be available for purposes
of Awards under the Plan. If any shares of Common Stock are withheld to satisfy tax withholding obligations on an Award issued
under the Plan, the number of shares of Common Stock withheld shall not again be available for purposes of Awards under the Plan.
Any Award under the Plan settled in cash shall not be counted against the foregoing maximum share limitations. The maximum number
of shares of Common Stock subject to any Award of Stock Options, or Stock Appreciation Rights which may be granted under the Plan
during any fiscal year of the Company to any Participant shall be 9,100,000 shares (which shall be subject to any further increase
or decrease pursuant to Section 4.2).


 






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Annual Non-Employee Director Award Limitation.
The aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules)
of all Awards granted under the Plan to any individual Non-Employee Director in any fiscal year of the Company (excluding Awards
made pursuant to deferred compensation arrangements in lieu of all or a portion of cash retainers and any stock dividends payable
in respect of outstanding Awards) shall not exceed $500,000.


 


4.2              
Changes.


 


The existence of the Plan and the Awards
granted hereunder shall not affect in any way the right or power of the Board, the Committee or the stockholders of the Company
to make or authorize (i) any adjustment, recapitalization, reorganization, stock split, or other change in the Company’s
capital structure or its business, (ii) any merger or consolidation of the Company or any Affiliate, (iii) any issuance of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Common Stock, (iv) the dissolution or liquidation of
the Company or any Affiliate, (v) any sale or transfer of all or part of the assets or business of the Company or any Affiliate
or (vi) any other corporate act or proceeding.


 


Subject to the provisions of Section 11.1:


 


(i)                
If the Company at any time subdivides (by any split, recapitalization or otherwise) the outstanding Common Stock into a
greater number of shares of Common Stock, or combines (by reverse split, combination or otherwise) its outstanding Common Stock
into a lesser number of shares of Common Stock, then the respective exercise prices for outstanding Awards that provide for a Participant
elected exercise and the number of shares of Common Stock covered by outstanding Awards shall be appropriately adjusted by the
Committee to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.


 


(ii)              
Excepting transactions covered by Section 4.2(b)(i), if the Company effects any merger, consolidation, statutory exchange,
spin-off, reorganization, sale or transfer of all or substantially all the Company’s assets or business, or other corporate
transaction or event in such a manner that the Company’s outstanding shares of Common Stock are converted into the right
to receive (or the holders of Common Stock are entitled to receive in exchange therefor), either immediately or upon liquidation
of the Company, securities or other property of the Company or other entity (each, a “Reorganization”),
then, subject to the provisions of Section 11.1, (A) the aggregate number or kind of securities that thereafter may be issued under
the Plan, (B) the number or kind of securities or other property (including cash) to be issued pursuant to Awards granted under
the Plan (including as a result of the assumption of the Plan and the obligations hereunder by a successor entity, as applicable),
or (C) the purchase price thereof, shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights
granted to, or available for, Participants under the Plan.


 






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(iii)              
If there shall occur any change in the capital structure of the Company other than those covered by Section 4.2(b)(i) or
4.2(b)(ii), including by reason of any extraordinary dividend (whether cash or equity), any conversion, any adjustment, any issuance
of any class of securities convertible or exercisable into, or exercisable for, any class of equity securities of the Company,
then the Committee may adjust any Award and make such other adjustments to the Plan to prevent dilution or enlargement of the rights
granted to, or available for, Participants under the Plan.


 


(iv)              
Any such adjustment determined by the Committee pursuant to this Section 4.2(b) shall be final, binding and conclusive on
the Company and all Participants and their respective heirs, executors, administrators, successors and permitted assigns. Any adjustment
to, or assumption or substitution of, an Award under this Section 4.2(b) shall be intended to comply with the requirements of Section
409A of the Code and Treasury Regulation §1.424-1 (and any amendments thereto), to the extent applicable. Except as expressly
provided in this Section 4.2 or in the applicable Award Agreement, a Participant shall have no additional rights under the Plan
by reason of any transaction or event described in this Section 4.2.


 


(v)               
Fractional shares of Common Stock resulting from any adjustment in Awards pursuant to Section 4.2(a) or this Section 4.2(b)
shall be aggregated until, and eliminated at, the time of exercise or payment by rounding-down for fractions less than one-half
and rounding-up for fractions equal to or greater than one-half. No cash settlements shall be required with respect to fractional
shares eliminated by rounding. Notice of any adjustment shall be given by the Committee to each Participant whose Award has been
adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.


 


4.3              
Minimum Purchase Price. Notwithstanding any provision of the Plan
to the contrary, if authorized but previously unissued shares of Common Stock are issued under the Plan, such shares shall not
be issued for a consideration that is less than as permitted under applicable law.


 


Article
V 

ELIGIBILITY


 


5.1              
General Eligibility. All current and prospective Eligible Individuals
are eligible to be granted Awards. Eligibility for the grant of Awards and actual participation in the Plan shall be determined
by the Committee in its sole discretion.


 


5.2              
Incentive Stock Options. Notwithstanding the foregoing, only Eligible
Employees of the Company, its Subsidiaries and its Parent (if any) are eligible to be granted Incentive Stock Options under the
Plan. Eligibility for the grant of an Incentive Stock Option and actual participation in the Plan shall be determined by the Committee
in its sole discretion.


 



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5.3             
General Requirement. The vesting and exercise of Awards granted
to a prospective Eligible Individual are conditioned upon such individual actually becoming an Eligible Employee, Consultant or
Non-Employee Director, respectively.


 


Article
VI 

STOCK OPTIONS


 


6.1              
Options. Stock Options may be granted alone or in addition to other
Awards granted under the Plan. Each Stock Option granted under the Plan shall be of one of two types: (a) an Incentive Stock Option
or (b) a Non-Qualified Stock Option.


 


6.2              
Grants. The Committee shall have the authority to grant to any Eligible
Employee one or more Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options. The Committee shall
have the authority to grant any Consultant or Non-Employee Director one or more Non-Qualified Stock Options. To the extent that
any Stock Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time or manner of its
exercise or otherwise), such Stock Option or the portion thereof which does not so qualify shall constitute a separate Non-Qualified
Stock Option.


 


6.3              
Incentive Stock Options. Notwithstanding anything in the Plan to
the contrary, no term of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any
discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or,
without the consent of the Participants affected, to disqualify any Incentive Stock Option under such Section 422.


 


6.4              
Terms of Options. Options granted under the Plan shall be subject
to the following terms and conditions and shall be in such form and contain such additional terms and conditions, not inconsistent
with the terms of the Plan, as the Committee shall deem desirable:


 


Exercise Price. The exercise price
per share of Common Stock subject to a Stock Option shall be determined by the Committee at the time of grant, provided that the
per share exercise price of a Stock Option shall not be less than 100% (or, in the case of an Incentive Stock Option granted to
a Ten Percent Stockholder, 110%) of the Fair Market Value of the Common Stock at the date of grant.


 


Stock Option Term. The term of each
Stock Option shall be fixed by the Committee, provided that no Stock Option shall be exercisable more than 10 years after the date
the Option is granted; and provided further that the term of an Incentive Stock Option granted to a Ten Percent Stockholder shall
not exceed five years.


 


Exercisability. Unless otherwise
provided by the Committee in accordance with the provisions of this Section 6.4, Stock Options granted under the Plan shall be
exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time
of grant. If the Committee provides, in its discretion, that any Stock Option is exercisable subject to certain limitations (including,
without limitation, that such Stock Option is exercisable only in installments or within certain time periods), the Committee may
waive such limitations on the exercisability at any time at or after the time of grant in whole or in part (including, without
limitation, waiver of the installment exercise provisions or acceleration of the time at which such Stock Option may be exercised),
based on such factors, if any, as the Committee shall determine, in its sole discretion.


 


Method of Exercise. Subject to whatever
installment exercise and waiting period provisions apply under Section 6.4(c), to the extent vested, Stock Options may be exercised
in whole or in part at any time during the Option term, by giving written notice of exercise to the Company specifying the number
of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of the purchase price as follows:
(i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by
applicable law, if the Common Stock is traded on a national securities exchange, and the Committee authorizes, through a procedure
whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly
to the Company an amount equal to the purchase price; (iii) having the Company withhold shares of Common Stock issuable upon exercise
of the Stock Option, or by payment in full or in part in the form of Common Stock owned by the Participant, based on the Fair Market
Value of the Common Stock on the payment date as determined by the Committee; or (iv) on such other terms and conditions as may
be acceptable to the Committee (including, without limitation having the Company withhold shares of Common Stock issuable upon
exercise of the Stock Option, or by payment in full or in part in the form of Common Stock owned by the Participant, based on the
Fair Market Value of the Common Stock on the payment date as determined by the Committee). No shares of Common Stock shall be issued
until payment therefor, as provided herein, has been made or provided for.


 






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Non-Transferability of Options.
No Stock Option shall be Transferable by the Participant other than by will or by the laws of descent and distribution, and all
Stock Options shall be exercisable, during the Participant’s lifetime, only by the Participant. Notwithstanding the foregoing,
the Committee may determine, in its sole discretion, at the time of grant or thereafter that a Non-Qualified Stock Option that
is otherwise not Transferable pursuant to this Section is Transferable to a Family Member in whole or in part and in such circumstances,
and under such conditions, as specified by the Committee. A Non-Qualified Stock Option that is Transferred to a Family Member pursuant
to the preceding sentence (i) may not be subsequently Transferred other than by will or by the laws of descent and distribution
and (ii) remains subject to the terms of the Plan and the applicable Award Agreement. Any shares of Common Stock acquired upon
the exercise of a Non-Qualified Stock Option by a permissible transferee of a Non-Qualified Stock Option or a permissible transferee
pursuant to a Transfer after the exercise of the Non-Qualified Stock Option shall be subject to the terms of the Plan and the applicable
Award Agreement.


 


Termination by Death or Disability.
Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter,
if a Participant’s Termination is by reason of death or Disability, all Stock Options that are held by such Participant that
are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant (or in the case
of the Participant’s death, by the legal representative of the Participant’s estate) at any time within a period of
one year from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options; provided,
however, that, in the event of a Participant’s Termination by reason of Disability, if the Participant dies within such exercise
period, all unexercised Stock Options held by such Participant shall thereafter be exercisable, to the extent to which they were
exercisable at the time of death, for a period of one year from the date of such death, but in no event beyond the expiration of
the stated term of such Stock Options.


 


Involuntary Termination Without Cause.
Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter,
if a Participant’s Termination is by involuntary termination by the Company without Cause, all Stock Options that are held
by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the
Participant at any time within a period of 90 days from the date of such Termination, but in no event beyond the expiration of
the stated term of such Stock Options.


 


Voluntary Resignation. Unless otherwise
determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s
Termination is voluntary (other than a voluntary termination described in Section 6.4(i)(ii) hereof), all Stock Options that are
held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by
the Participant at any time within a period of 90 days from the date of such Termination, but in no event beyond the expiration
of the stated term of such Stock Options.


 


Termination for Cause. Unless otherwise
determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s
Termination (x) is for Cause or (y) is a voluntary Termination (as provided in Section 6.4(h)) after the occurrence of an event
that would be grounds for a Termination for Cause, all Stock Options, whether vested or not vested, that are held by such Participant
shall thereupon terminate and expire as of the date of such Termination.


 






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Unvested Stock Options. Unless otherwise
determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, Stock Options that
are not vested as of the date of a Participant’s Termination for any reason shall terminate and expire as of the date of
such Termination.


 


Incentive Stock Option Limitations.
To the extent that the aggregate Fair Market Value (determined as of the time of grant) of the Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by an Eligible Employee during any calendar year under the Plan and/or
any other stock option plan of the Company, any Subsidiary or any Parent exceeds $100,000, such Options shall be treated as Non-Qualified
Stock Options. In addition, if an Eligible Employee does not remain employed by the Company, any Subsidiary or any Parent at all
times from the time an Incentive Stock Option is granted until three months prior to the date of exercise thereof (or such other
period as required by applicable law), such Stock Option shall be treated as a Non-Qualified Stock Option. Should any provision
of the Plan not be necessary in order for the Stock Options to qualify as Incentive Stock Options, or should any additional provisions
be required, the Committee may amend the Plan accordingly, without the necessity of obtaining the approval of the stockholders
of the Company.


 


Form, Modification, Extension and Renewal
of Stock Options; No Repricing. Subject to the terms and conditions and within the limitations of the Plan, Stock Options shall
be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee may (i) modify, extend or renew
outstanding Stock Options granted under the Plan (provided that the rights of a Participant are not reduced without such Participant’s
consent and provided further that such action does not subject the Stock Options to Section 409A of the Code without the consent
of the Participant), and (ii) accept the surrender of outstanding Stock Options (to the extent not theretofore exercised) and authorize
the granting of new Stock Options in substitution therefor (to the extent not theretofore exercised). Notwithstanding any other
term or condition of the Plan, except in connection with a corporate transaction involving the Company in accordance with Section 4.2,
the repricing of Stock Options (and Stock Appreciation Rights) is prohibited without prior approval of the Company’s stockholders.
For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of
the following): (x) changing a Stock Option or Stock Appreciation Right to lower its purchase price; (y) any other action
that is treated as a “repricing” under GAAP; and (z) repurchasing for cash or canceling a Stock Option or Stock
Appreciation Right at a time when its purchase price is greater than the Fair Market Value of the underlying shares in exchange
for another Award. A cancellation and exchange under clause (z) would be considered a “repricing” regardless of
whether it is treated as a “repricing” under GAAP and regardless of whether it is voluntary on the part of the Participant.


 


Deferred Delivery of Common Stock.
The Committee may in its discretion permit Participants to defer delivery of Common Stock acquired pursuant to a Participant’s
exercise of an Option in accordance with the terms and conditions established by the Committee in the applicable Award Agreement,
which shall be intended to comply with the requirements of Section 409A of the Code.


 


Early Exercise. The Committee may
provide that a Stock Option include a provision whereby the Participant may elect at any time before the Participant’s Termination
to exercise the Stock Option as to any part or all of the shares of Common Stock subject to the Stock Option prior to the full
vesting of the Stock Option and such shares shall be subject to the provisions of Article VIII and be treated as Restricted Stock.
Unvested shares of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction
the Committee determines to be appropriate.


 






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Other Terms and Conditions. The
Committee may include a provision in an Award Agreement providing for the automatic exercise of a Non-Qualified Stock Option on
a cashless basis on the last day of the term of such Option if the Participant has failed to exercise the Non-Qualified Stock Option
as of such date, with respect to which the Fair Market Value of the shares of Common Stock underlying the Non-Qualified Stock Option
exceeds the exercise price of such Non-Qualified Stock Option on the date of expiration of such Option, subject to Section 14.4.
Stock Options may contain such other provisions, which shall not be inconsistent with any of the terms of the Plan, as the Committee
shall deem appropriate.


 


Article
VII 

STOCK APPRECIATION RIGHTS


 


7.1              
Tandem Stock Appreciation Rights. Stock Appreciation Rights may
be granted in conjunction with all or part of any Stock Option (a “Reference Stock Option”) granted under the Plan
(“Tandem Stock Appreciation Rights”). In the case of a Non-Qualified Stock Option, such rights may be granted either
at or after the time of the grant of such Reference Stock Option. In the case of an Incentive Stock Option, such rights may be
granted only at the time of the grant of such Reference Stock Option.


 


7.2              
Terms and Conditions of Tandem Stock Appreciation Rights. Tandem
Stock Appreciation Rights granted hereunder shall be subject to such terms and conditions, not inconsistent with the provisions
of the Plan, as shall be determined from time to time by the Committee, and the following:


 


Exercise Price. The exercise price
per share of Common Stock subject to a Tandem Stock Appreciation Right shall be determined by the Committee at the time of grant,
provided that the per share exercise price of a Tandem Stock Appreciation Right shall not be less than 100% of the Fair Market
Value of the Common Stock at the time of grant.


 


Term. A Tandem Stock Appreciation
Right or applicable portion thereof granted with respect to a Reference Stock Option shall terminate and no longer be exercisable
upon the termination or exercise of the Reference Stock Option, except that, unless otherwise determined by the Committee, in its
sole discretion, at the time of grant, a Tandem Stock Appreciation Right granted with respect to less than the full number of shares
covered by the Reference Stock Option shall not be reduced until, and then only to the extent that the exercise or termination
of the Reference Stock Option causes, the number of shares covered by the Tandem Stock Appreciation Right to exceed the number
of shares remaining available and unexercised under the Reference Stock Option.


 


Exercisability. Tandem Stock Appreciation
Rights shall be exercisable only at such time or times and to the extent that the Reference Stock Options to which they relate
shall be exercisable in accordance with the provisions of Article VI, and shall be subject to the provisions of Section 6.4(c).


 


Method of Exercise. A Tandem Stock
Appreciation Right may be exercised by the Participant by surrendering the applicable portion of the Reference Stock Option. Upon
such exercise and surrender, the Participant shall be entitled to receive an amount determined in the manner prescribed in this
Section 7.2. Stock Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent that
the related Tandem Stock Appreciation Rights have been exercised.


 


Payment. Upon the exercise of a
Tandem Stock Appreciation Right, a Participant shall be entitled to receive up to, but no more than, an amount in cash and/or Common
Stock (as chosen by the Committee in its sole discretion) equal in value to the excess of the Fair Market Value of one share of
Common Stock over the Option exercise price per share specified in the Reference Stock Option agreement multiplied by the number
of shares of Common Stock in respect of which the Tandem Stock Appreciation Right shall have been exercised, with the Committee
having the right to determine the form of payment.


 


Deemed Exercise of Reference Stock Option.
Upon the exercise of a Tandem Stock Appreciation Right, the Reference Stock Option or part thereof to which such Stock Appreciation
Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Article IV of the Plan on
the number of shares of Common Stock to be issued under the Plan.


 






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Non-Transferability. Tandem Stock
Appreciation Rights shall be Transferable only when and to the extent that the underlying Stock Option would be Transferable under
Section 6.4(e) of the Plan.


 


7.3              
Non-Tandem Stock Appreciation Rights. Non-Tandem Stock Appreciation
Rights may also be granted without reference to any Stock Options granted under the Plan.


 


7.4              
Terms and Conditions of Non-Tandem Stock Appreciation Rights. Non-Tandem
Stock Appreciation Rights granted hereunder shall be subject to such terms and conditions, not inconsistent with the provisions
of the Plan, as shall be determined from time to time by the Committee, and the following:


 


Exercise Price. The exercise price
per share of Common Stock subject to a Non-Tandem Stock Appreciation Right shall be determined by the Committee at the time of
grant, provided that the per share exercise price of a Non-Tandem Stock Appreciation Right shall not be less than 100% of the Fair
Market Value of the Common Stock at the time of grant.


 


Term. The term of each Non-Tandem
Stock Appreciation Right shall be fixed by the Committee, but shall not be greater than 10 years after the date the right is granted.


 


Exercisability. Unless otherwise
provided by the Committee in accordance with the provisions of this Section 7.4, Non-Tandem Stock Appreciation Rights granted under
the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee
at the time of grant. If the Committee provides, in its discretion, that any such right is exercisable subject to certain limitations
(including, without limitation, that it is exercisable only in installments or within certain time periods), the Committee may
waive such limitations on the exercisability at any time at or after grant in whole or in part (including, without limitation,
waiver of the installment exercise provisions or acceleration of the time at which such right may be exercised), based on such
factors, if any, as the Committee shall determine, in its sole discretion.


 


Method of Exercise. Subject to whatever
installment exercise and waiting period provisions apply under Section 7.4(c), Non-Tandem Stock Appreciation Rights may be exercised
in whole or in part at any time in accordance with the applicable Award Agreement, by giving written notice of exercise to the
Company specifying the number of Non-Tandem Stock Appreciation Rights to be exercised.


 


Payment. Upon the exercise of a
Non-Tandem Stock Appreciation Right a Participant shall be entitled to receive, for each right exercised, up to, but no more than,
an amount in cash and/or Common Stock (as chosen by the Committee in its sole discretion) equal in value to the excess of the Fair
Market Value of one share of Common Stock on the date that the right is exercised over the Fair Market Value of one share of Common
Stock on the date that the right was awarded to the Participant.


 


Termination. Unless otherwise determined
by the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to the provisions of the applicable
Award Agreement and the Plan, upon a Participant’s Termination for any reason, Non-Tandem Stock Appreciation Rights will
remain exercisable following a Participant’s Termination on the same basis as Stock Options would be exercisable following
a Participant’s Termination in accordance with the provisions of Sections 6.4(f) through 6.4(j).


 


Non-Transferability. No Non-Tandem
Stock Appreciation Rights shall be Transferable by the Participant other than by will or by the laws of descent and distribution,
and all such rights shall be exercisable, during the Participant’s lifetime, only by the Participant.


 






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7.5              
Limited Stock Appreciation Rights. The Committee may, in its sole
discretion, grant Tandem and Non-Tandem Stock Appreciation Rights either as a general Stock Appreciation Right or as a Limited
Stock Appreciation Right. Limited Stock Appreciation Rights may be exercised only upon the occurrence of a Change in Control or
such other event as the Committee may, in its sole discretion, designate at the time of grant or thereafter. Upon the exercise
of Limited Stock Appreciation Rights, except as otherwise provided in an Award Agreement, the Participant shall receive in cash
and/or Common Stock, as determined by the Committee, an amount equal to the amount (i) set forth in Section 7.2(e) with respect
to Tandem Stock Appreciation Rights, or (ii) set forth in Section 7.4(e) with respect to Non-Tandem Stock Appreciation Rights.


 


7.6              
Other Terms and Conditions. The Committee may include a provision
in an Award Agreement providing for the automatic exercise of a Stock Appreciation Right on a cashless basis on the last day of
the term of such Stock Appreciation Right if the Participant has failed to exercise the Stock Appreciation Right as of such date,
with respect to which the Fair Market Value of the shares of Common Stock underlying the Stock Appreciation Right exceeds the
exercise price of such Stock Appreciation Right on the date of expiration of such Stock Appreciation Right, subject to Section
14.4. Stock Appreciation Rights may contain such other provisions, which shall not be inconsistent with any of the terms of the
Plan, as the Committee shall deem appropriate.


 


Article
VIII 

RESTRICTED STOCK


 


8.1              
Awards of Restricted Stock. Shares of Restricted Stock may be issued
either alone or in addition to other Awards granted under the Plan. The Committee shall determine the Eligible Individuals, to
whom, and the time or times at which, grants of Restricted Stock shall be made, the number of shares to be awarded, the price
(if any) to be paid by the Participant (subject to Section 8.2), the time or times within which such Awards may be subject to
forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Awards.


 


The Committee may condition
the grant or vesting of Restricted Stock upon the attainment of specified performance targets (including the Performance Goals)
or such other factor as the Committee may determine in its sole discretion.


 


8.2              
Awards and Certificates. Eligible Individuals selected to receive
Restricted Stock shall not have any right with respect to such Award, unless and until such Participant has delivered a fully
executed copy of the agreement evidencing the Award to the Company, to the extent required by the Committee, and has otherwise
complied with the applicable terms and conditions of such Award. Further, such Award shall be subject to the following conditions:


 


Purchase Price. The purchase price
of Restricted Stock shall be fixed by the Committee. Subject to Section 4.3, the purchase price for shares of Restricted Stock
may be zero to the extent permitted by applicable law, and, to the extent not so permitted, such purchase price may not be less
than par value.


 


Acceptance. Awards of Restricted
Stock must be accepted within a period of 60 days (or such shorter period as the Committee may specify at grant) after the grant
date, by executing a Restricted Stock agreement and by paying whatever price (if any) the Committee has designated thereunder.


 






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Legend. Each Participant receiving
Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted Stock, unless the Committee elects
to use another system, such as book entries by the transfer agent, as evidencing ownership of shares of Restricted Stock. Such
certificate shall be registered in the name of such Participant, and shall, in addition to such legends required by applicable
securities laws, bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially
in the following form:


 


“The anticipation, alienation,
attachment, sale, transfer, assignment, pledge, encumbrance or charge of the shares of stock represented hereby are subject to
the terms and conditions (including forfeiture) of the Cision Ltd. (the “Company”) 2017 Omnibus Incentive Plan (as
Amended and Restated Effective July 24, 2019) (the “Plan”) and an Agreement entered into between the registered owner
and the Company dated . Copies of such Plan and Agreement are on file at the principal office of the Company.”


 


Custody. If stock certificates are
issued in respect of shares of Restricted Stock, the Committee may require that any stock certificates evidencing such shares be
held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any grant of Restricted
Stock, the Participant shall have delivered a duly signed stock power or other instruments of assignment (including a power of
attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would
permit transfer to the Company of all or a portion of the shares subject to the Restricted Stock Award in the event that such Award
is forfeited in whole or part.


 


8.3              
Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to the Plan shall be subject to the following restrictions and conditions:


 


Restriction Period. (i) The Participant
shall not be permitted to Transfer shares of Restricted Stock awarded under the Plan during the period or periods set by the Committee
(the “Restriction Period”) commencing on the date of such Award, as set forth in the Restricted Stock
Award Agreement and such agreement shall set forth a vesting schedule and any event that would accelerate vesting of the shares
of Restricted Stock. Within these limits, based on service, attainment of Performance Goals pursuant to Section 8.3(a)(ii) and/or
such other factors or criteria as the Committee may determine in its sole discretion, the Committee may condition the grant or
provide for the lapse of such restrictions in installments in whole or in part, or may accelerate the vesting of all or any part
of any Restricted Stock Award and/or waive the deferral limitations for all or any part of any Restricted Stock Award.


 


(i)                
If the grant of shares of Restricted Stock or the lapse of restrictions is based on the attainment of Performance Goals,
the Committee shall establish the objective Performance Goals and the applicable vesting percentage of the Restricted Stock applicable
to each Participant or class of Participants in writing prior to the beginning of the applicable fiscal year or at such later date
as otherwise determined by the Committee and while the outcome of the Performance Goals are substantially uncertain. Such Performance
Goals may incorporate provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including,
without limitation, dispositions and acquisitions) and other similar type events or circumstances.


 


Rights as a Stockholder. Except
as provided in Section 8.3(a) and this Section 8.3(b) or as otherwise determined by the Committee in an Award Agreement, the Participant
shall have, with respect to the shares of Restricted Stock, all of the rights of a holder of shares of Common Stock of the Company,
including, without limitation, the right to receive dividends, the right to vote such shares and, subject to and conditioned upon
the full vesting of shares of Restricted Stock, the right to tender such shares. Notwithstanding the foregoing, unless otherwise
determined by the Committee, the payment of dividends shall be deferred until, and conditioned upon, the expiration of the applicable
Restriction Period.


 






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Termination. Unless otherwise determined
by the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to the applicable provisions of
the Award Agreement and the Plan, upon a Participant’s Termination for any reason during the relevant Restriction Period,
all Restricted Stock still subject to restriction will be forfeited in accordance with the terms and conditions established by
the Committee at grant or thereafter.


 


Lapse of Restrictions. If and when
the Restriction Period expires without a prior forfeiture of the Restricted Stock, the certificates for such shares shall be delivered
to the Participant. All legends shall be removed from said certificates at the time of delivery to the Participant, except as otherwise
required by applicable law or other limitations imposed by the Committee.


 


Article
IX 

PERFORMANCE AWARDS


 


9.1              
Performance Awards. The Committee may grant a Performance Award
to a Participant payable upon the attainment of specific Performance Goals. If the Performance Award is payable in shares of Common
Stock, such shares shall be transferable to the Participant only upon attainment of the relevant Performance Goal in accordance
with Article VIII. If the Performance Award is payable in cash, it may be paid upon the attainment of the relevant Performance
Goals either in cash or in shares of Common Stock (based on the then current Fair Market Value of such shares), as determined
by the Committee, in its sole and absolute discretion. Each Performance Award shall be evidenced by an Award Agreement in such
form that is not inconsistent with the Plan and that the Committee may from time to time approve.


 


9.2              
Terms and Conditions. Performance Awards awarded pursuant to this
Article IX shall be subject to the following terms and conditions:


 


Earning of Performance Award. At
the expiration of the applicable Performance Period, the Committee shall determine the extent to which the Performance Goals established
pursuant to Section 9.2(c) are achieved and the percentage of each Performance Award that has been earned.


 


Non-Transferability. Subject to
the applicable provisions of the Award Agreement and the Plan, Performance Awards may not be Transferred during the Performance
Period.


 


Dividends. Unless otherwise determined
by the Committee at the time of grant, amounts equal to dividends declared during the Performance Period with respect to the number
of shares of Common Stock covered by a Performance Award will not be paid to the Participant.


 


Payment. Following the Committee’s
determination in accordance with Section 9.2(a), the Company shall settle Performance Awards, in such form (including, without
limitation, in shares of Common Stock or in cash) as determined by the Committee, in an amount equal to such Participant’s
earned Performance Awards.


 


Termination. Subject to the applicable
provisions of the Award Agreement and the Plan, upon a Participant’s Termination for any reason during the Performance Period
for a given Performance Award, the Performance Award in question will vest or be forfeited in accordance with the terms and conditions
established by the Committee at grant.


 


Accelerated Vesting. Based on service,
performance and/or such other factors or criteria, if any, as the Committee may determine, the Committee may, at or after grant,
accelerate the vesting of all or any part of any Performance Award.


 






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Article
X 

OTHER STOCK-BASED AND CASH-BASED AWARDS


 


10.1            
Other Stock-Based Awards. The Committee is authorized to grant to
Eligible Individuals Other Stock-Based Awards that are payable in, valued in whole or in part by reference to, or otherwise based
on or related to shares of Common Stock, including but not limited to, shares of Common Stock awarded purely as a bonus and not
subject to restrictions or conditions, shares of Common Stock in payment of the amounts due under an incentive or performance
plan sponsored or maintained by the Company or an Affiliate, stock equivalent units, restricted stock units, and Awards valued
by reference to book value of shares of Common Stock. Other Stock-Based Awards may be granted either alone or in addition to or
in tandem with other Awards granted under the Plan.


 


Subject to the provisions
of the Plan, the Committee shall have authority to determine the Eligible Individuals, to whom, and the time or times at which,
such Awards shall be made, the number of shares of Common Stock to be awarded pursuant to such Awards, and all other conditions
of the Awards. The Committee may also provide for the grant of Common Stock under such Awards upon the completion of a specified
Performance Period.


 


The Committee may condition
the grant or vesting of Other Stock-Based Awards upon the attainment of specified Performance Goals as the Committee may determine,
in its sole discretion. Such Performance Goals may incorporate provisions for disregarding (or adjusting for) changes in accounting
methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or
circumstances.


 


10.2            
Terms and Conditions. Other Stock-Based Awards made pursuant to
this Article X shall be subject to the following terms and conditions:


 


Non-Transferability. Subject to
the applicable provisions of the Award Agreement and the Plan, shares of Common Stock subject to Awards made under this Article
X may not be Transferred prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction,
performance or deferral period lapses.


 


Dividends. Unless otherwise determined
by the Committee at the time of Award, subject to the provisions of the Award Agreement and the Plan, the recipient of an Award
under this Article X shall not be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents in respect
of the number of shares of Common Stock covered by the Award.


 


Vesting. Any Award under this Article
X and any Common Stock covered by any such Award shall vest or be forfeited to the extent so provided in the Award Agreement, as
determined by the Committee, in its sole discretion.


 


Price. Common Stock issued on a
bonus basis under this Article X may be issued for no cash consideration. Common Stock purchased pursuant to a purchase right awarded
under this Article X shall be priced, as determined by the Committee in its sole discretion.


 






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10.3            
Other Cash-Based Awards. The Committee may from time to time grant
Other Cash-Based Awards to Eligible Individuals in such amounts, on such terms and conditions, and for such consideration, including
no consideration or such minimum consideration as may be required by applicable law, as it shall determine in its sole discretion.
Other Cash-Based Awards may be granted subject to the satisfaction of vesting conditions or may be awarded purely as a bonus and
not subject to restrictions or conditions, and if subject to vesting conditions, the Committee may accelerate the vesting of such
Awards at any time in its sole discretion. The grant of an Other Cash-Based Award shall not require a segregation of any of the
Company’s assets for satisfaction of the Company’s payment obligation thereunder.


 


Article
XI 

CHANGE IN CONTROL PROVISIONS


 


11.1            
Benefits. In the event of a Change in Control of the Company (as
defined below), and except as otherwise provided by the Committee in an Award Agreement, a Participant’s unvested Award
shall not vest automatically and a Participant’s Award shall be treated in accordance with one or more of the following
methods as determined by the Committee:


 


Awards, whether or not then vested, shall
be continued, assumed, or have new rights substituted therefor, as determined by the Committee in a manner consistent with the
requirements of Section 409A of the Code, and restrictions to which shares of Restricted Stock or any other Award granted prior
to the Change in Control are subject shall not lapse upon a Change in Control and the Restricted Stock or other Award shall, where
appropriate in the sole discretion of the Committee, receive the same distribution as other Common Stock on such terms as determined
by the Committee; provided that the Committee may decide to award additional Restricted Stock or other Awards in lieu of any cash
distribution. Notwithstanding anything to the contrary herein, for purposes of Incentive Stock Options, any assumed or substituted
Stock Option shall comply with the requirements of Treasury Regulation Section 1.424-1 (and any amendment thereto).


 


The Committee, in its sole discretion,
may provide for the purchase of any Awards by the Company or an Affiliate for an amount of cash equal to the excess (if any) of
the Change in Control Price (as defined below) of the shares of Common Stock covered by such Awards, over the aggregate exercise
price of such Awards. For purposes hereof, “Change in Control Price” shall mean the highest price per
share of Common Stock paid in any transaction related to a Change in Control of the Company.


 


The Committee may, in its sole discretion,
terminate all outstanding and unexercised Stock Options, Stock Appreciation Rights, or any Other Stock-Based Award that provides
for a Participant elected exercise, effective as of the date of the Change in Control, by delivering notice of termination to each
Participant at least 10 days prior to the date of consummation of the Change in Control, in which case during the period from the
date on which such notice of termination is delivered to the consummation of the Change in Control, each such Participant shall
have the right to exercise in full all of such Participant’s Awards that are then outstanding (without regard to any limitations
on exercisability otherwise contained in the Award Agreements), but any such exercise shall be contingent on the occurrence of
the Change in Control, and, provided that, if the Change in Control does not take place within a specified period after giving
such notice for any reason whatsoever, the notice and exercise pursuant thereto shall be null and void.


 


Notwithstanding any other provision herein
to the contrary, the Committee may, in its sole discretion, provide for accelerated vesting or lapse of restrictions, of an Award
at any time.


 






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11.2          
Change in Control. Unless otherwise determined by the Committee
in the applicable Award Agreement or other written agreement with a Participant approved by the Committee, a “Change
in Control” shall be deemed to occur if:


 


any “person,” as such term
is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, the Investors, any trustee or other fiduciary
holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their ownership of Common Stock of the Company), becoming the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50%
or more of the combined voting power of the Company’s then outstanding securities;


 


during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by
a Person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), (c), or (d) of
this Section 11.2 or a director whose initial assumption of office occurs as a result of either an actual or threatened election
contest or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board) whose
election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds
of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination
for election was previously so approved, cease for any reason to constitute at least a majority of the Board;


 


a merger, reorganization or consolidation
of the Company with any other corporation, other than (i) a merger, reorganization 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, reorganization or consolidation; or (ii) a merger,
reorganization or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person
(other than those covered by the exceptions in Section 11.2(a)) acquires more than 50% of the combined voting power of the Company’s
then outstanding securities; or


 


a complete liquidation or dissolution of
the Company or the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets
other than the sale or disposition of all or substantially all of the assets of the Company to a Person or Persons who beneficially
own, directly or indirectly, 50% or more of the combined voting power of the outstanding voting securities of the Company at the
time of the sale.


 


Notwithstanding the foregoing, with respect
to any Award that is characterized as “nonqualified deferred compensation” within the meaning of Section 409A of the
Code, an event shall not be considered to be a Change in Control under the Plan for purposes of payment of such Award unless such
event is also a “change in ownership,” a “change in effective control” or a “change in the ownership
of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.


 


11.3          
Escrow and Withholding of Proceeds.
To the extent the Board determines that the escrow or withholding of any proceeds with
respect to any Awards is in the best interest of the Company in connection with a transaction that would result in a Change in
Control, the Board shall, in its good faith, make any such determination, taking into account the requirements of Section 409A
of the Code, and such determination shall be final, binding and conclusive. The Board may make any such determination with respect
to any Awards and shall not be required to treat all Awards in the same manner.


 



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11.4          
Initial Public Offering not a Change in Control. Notwithstanding
the foregoing, for purposes of the Plan, the occurrence of the Registration Date or any change in the composition of the Board
within one year following the Registration Date shall not be considered a Change in Control.


 


Article
XII 

TERMINATION OR AMENDMENT OF PLAN


 


Notwithstanding any
other provision of the Plan, the Board may at any time, and from time to time, amend, in whole or in part, any or all of the provisions
of the Plan (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred
to in Article XIV or Section 409A of the Code), or suspend or terminate it entirely, retroactively or otherwise; provided, however,
that, unless otherwise required by law or specifically provided herein, the rights of a Participant with respect to Awards granted
prior to such amendment, suspension or termination, may not be impaired without the consent of such Participant and, provided further,
that without the approval of the holders of the Company’s Common Stock entitled to vote in accordance with applicable law,
no amendment may be made that would (a) increase the aggregate number of shares of Common Stock that may be issued under the Plan
(except by operation of Section 4.2); (b) increase the maximum individual Participant limitations for a fiscal year under Section
4.1 (except by operation of Section 4.2); (c) change the classification of individuals eligible to receive Awards under the Plan;
(d) decrease the minimum option price of any Stock Option or Stock Appreciation Right; (e) extend the maximum option period under
Section 6.4; (f) alter the Performance Goals for Restricted Stock, Performance Awards or Other Stock-Based Awards as set forth
in Exhibit A hereto; (g) award any Stock Option or Stock Appreciation Right in replacement of a canceled Stock Option or
Stock Appreciation Right with a higher exercise price than the replacement award; or (h) require stockholder approval. In no event
may the Plan be amended without the approval of the stockholders of the Company in accordance with the applicable laws of the State
of Delaware to increase the aggregate number of shares of Common Stock that may be issued under the Plan, decrease the minimum
exercise price of any Award, or to make any other amendment that would require stockholder approval under Financial Industry Regulatory
Authority (FINRA) rules and regulations or the rules of any exchange or system on which the Company’s securities are listed
or traded at the request of the Company. Notwithstanding anything herein to the contrary, the Board may amend the Plan or any Award
Agreement at any time without a Participant’s consent to comply with applicable law including Section 409A of the Code. The
Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Article IV or as
otherwise specifically provided herein, no such amendment or other action by the Committee shall impair the rights of any holder
without the holder’s consent.


 


Article
XIII 

UNFUNDED STATUS OF PLAN


 


The Plan is intended
to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payment as to which a
Participant has a fixed and vested interest but which are not yet made to a Participant by the Company, nothing contained herein
shall give any such Participant any right that is greater than those of a general unsecured creditor of the Company.


 


Article
XIV 

GENERAL PROVISIONS


 


14.1          
Legend. In addition to any legend required by the Plan, the certificates
for such shares may include any legend that the Committee deems appropriate to reflect any restrictions on Transfer. All certificates
for shares of Common Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any
stock exchange upon which the Common Stock is then listed or any national securities exchange system upon whose system the Common
Stock is then quoted, any applicable federal or state securities law, and any applicable corporate law, and the Committee may
cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.


 



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14.2          
Other Plans. Nothing contained in the Plan shall prevent the Board
from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required, and
such arrangements may be either generally applicable or applicable only in specific cases.


 


14.3          
No Right to Employment/Directorship/Consultancy. Neither the Plan
nor the grant of any Option or other Award hereunder shall give any Participant or other employee, Consultant or Non-Employee
Director any right with respect to continuance of employment, consultancy or directorship by the Company or any Affiliate, nor
shall there be a limitation in any way on the right of the Company or any Affiliate by which an employee is employed or a Consultant
or Non-Employee Director is retained to terminate such employment, consultancy or directorship at any time.


 


14.4          
Withholding of Taxes. The Company shall have the right to deduct
from any payment to be made pursuant to the Plan, or to otherwise require, prior to the issuance or delivery of shares of Common
Stock or the payment of any cash hereunder, payment by the Participant of, any federal, state or local taxes required by law to
be withheld. Upon the vesting of Restricted Stock (or other Award that is taxable upon vesting), or upon making an election under
Section 83(b) of the Code, a Participant shall pay all required withholding to the Company. Any minimum statutorily required withholding
obligation with regard to any Participant may be satisfied, subject to the consent of the Committee, by reducing the number of
shares of Common Stock otherwise deliverable or by delivering shares of Common Stock already owned. Furthermore, at the discretion
of the Committee, any additional tax obligations of a Participant with respect to an Award may be satisfied by further reducing
the number of shares of Common Stock, otherwise deliverable with respect to such Award, to the extent that such reductions do
not result in any adverse accounting implications to the company, as determined by the Committee. Any fraction of a share of Common
Stock required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash by the Participant.


 


14.5          
No Assignment of Benefits. No Award or other benefit payable under
the Plan shall, except as otherwise specifically provided by law or permitted by the Committee, be Transferable in any manner,
and any attempt to Transfer any such benefit shall be void, and any such benefit shall not in any manner be liable for or subject
to the debts, contracts, liabilities, engagements or torts of any Person who shall be entitled to such benefit, nor shall it be
subject to attachment or legal process for or against such Person.


 


14.6          
Listing and Other Conditions.


 


Unless otherwise determined by the Committee,
as long as the Common Stock is listed on a national securities exchange or system sponsored by a national securities association,
the issuance of shares of Common Stock pursuant to an Award shall be conditioned upon such shares being listed on such exchange
or system. The Company shall have no obligation to issue such shares unless and until such shares are so listed, and the right
to exercise any Option or other Award with respect to such shares shall be suspended until such listing has been effected.


 


If at any time counsel to the Company shall
be of the opinion that any sale or delivery of shares of Common Stock pursuant to an Option or other Award is or may in the circumstances
be unlawful or result in the imposition of excise taxes on the Company under the statutes, rules or regulations of any applicable
jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to
maintain any qualification or registration under the Securities Act or otherwise, with respect to shares of Common Stock or Awards,
and the right to exercise any Option or other Award shall be suspended until, in the opinion of said counsel, such sale or delivery
shall be lawful or will not result in the imposition of excise taxes on the Company.


 






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Upon termination of any period of suspension
under this Section 14.6, any Award affected by such suspension which shall not then have expired or terminated shall be reinstated
as to all shares available before such suspension and as to shares which would otherwise have become available during the period
of such suspension, but no such suspension shall extend the term of any Award.


 


A Participant shall be required to supply
the Company with certificates, representations and information that the Company requests and otherwise cooperate with the Company
in obtaining any listing, registration, qualification, exemption, consent or approval the Company deems necessary or appropriate.


 


14.7          
Governing Law. The Plan and actions taken in connection herewith
shall be governed and construed in accordance with the laws of the State of Delaware (regardless of the law that might otherwise
govern under applicable Delaware principles of conflict of laws).


 


14.8          
Jurisdiction; Waiver of Jury Trial. Any suit, action or proceeding
with respect to the Plan or any Award Agreement, or any judgment entered by any court of competent jurisdiction in respect of
any thereof, shall be resolved only in the courts of the State of Delaware or the United States District Court for the District
of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the
generality of the foregoing, the Company and each Participant shall irrevocably and unconditionally (a) submit in any proceeding
relating to the Plan or any Award Agreement, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”),
to the exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of America for the District
of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect
of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such
federal court, (b) consent that any such Proceeding may and shall be brought in such courts and waive any objection that the Company
and each Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that
such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right to trial by
jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or any Award Agreement,
(d) agree that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Participant, at the Participant’s
address shown in the books and records of the Company or, in the case of the Company, at the Company’s principal offices,
attention General Counsel, and (e) agree that nothing in the Plan shall affect the right to effect service of process in any other
manner permitted by the laws of the State of Delaware.


 


14.9          
Construction. Wherever any words are used in the Plan in the masculine
gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and
wherever words are used herein in the singular form they shall be construed as though they were also used in the plural form in
all cases where they would so apply. Additionally, the words “include,” “includes” and “including”
shall be deemed to be followed by the phrase “without limitation.”


 


14.10       
Other Benefits. No Award granted or paid out under the Plan shall
be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect
any benefit under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related
to the level of compensation.


 






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14.11       
Costs. The Company shall bear all expenses associated with administering
the Plan, including expenses of issuing Common Stock pursuant to Awards hereunder.


 


14.12       
No Right to Same Benefits. The provisions of Awards need not be
the same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years.


 


14.13       
Death/Disability. The Committee may in its discretion require the
transferee of a Participant to supply it with written notice of the Participant’s death or Disability and to supply it with
a copy of the will (in the case of the Participant’s death) or such other evidence as the Committee deems necessary to establish
the validity of the transfer of an Award. The Committee may also require that the agreement of the transferee to be bound by all
of the terms and conditions of the Plan.


 


14.14       
Section 16(b) of the Exchange Act. All elections and transactions
under the Plan by Persons subject to Section 16 of the Exchange Act involving shares of Common Stock are intended to comply with
any applicable exemptive condition under Rule 16b-3. The Committee may establish and adopt written administrative guidelines,
designed to facilitate compliance with Section 16(b) of the Exchange Act, as it may deem necessary or proper for the administration
and operation of the Plan and the transaction of business thereunder.


 


14.15       
Section 409A of the Code. The Plan is intended to comply with the
applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent.
To the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section
409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury
and the Internal Revenue Service with respect thereto. Notwithstanding anything herein to the contrary, any provision in the Plan
that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and to
the extent such provision cannot be amended to comply therewith, such provision shall be null and void. The Company shall have
no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section
409A of the Code is not so exempt or compliant or for any action taken by the Committee or the Company and, in the event that
any amount or benefit under the Plan becomes subject to penalties under Section 409A of the Code, responsibility for payment of
such penalties shall rest solely with the affected Participants and not with the Company. Notwithstanding any contrary provision
in the Plan or Award Agreement, any payment(s) of “nonqualified deferred compensation” (within the meaning of Section
409A of the Code) that are otherwise required to be made under the Plan to a “specified employee” (as defined under
Section 409A of the Code) as a result of such employee’s separation from service (other than a payment that is not subject
to Section 409A of the Code) shall be delayed for the first six (6) months following such separation from service (or, if earlier,
the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) upon expiration
of such delay period.


 


14.16       
Successor and Assigns. The Plan shall be binding on all successors
and permitted assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator
or trustee of such estate.


 


14.17       
Severability of Provisions. If any provision of the Plan shall be
held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan
shall be construed and enforced as if such provisions had not been included.


 


14.18       
Payments to Minors, Etc. Any benefit payable to or for the benefit
of a minor, an incompetent Person or other Person incapable of receipt thereof shall be deemed paid when paid to such Person’s
guardian or to the party providing or reasonably appearing to provide for the care of such Person, and such payment shall fully
discharge the Committee, the Board, the Company, its Affiliates and their employees, agents and representatives with respect thereto.


 






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14.19       
Lock-Up Agreement. As a condition to the grant of an Award, if requested
by the Company and the lead underwriter of any public offering of the Common Stock (the “Lead Underwriter”),
a Participant shall irrevocably agree not to sell, contract to sell, grant any option to purchase, transfer the economic risk
of ownership in, make any short sale of, pledge or otherwise transfer or dispose of, any interest in any Common Stock or any securities
convertible into, derivative of, or exchangeable or exercisable for, or any other rights to purchase or acquire Common Stock (except
Common Stock included in such public offering or acquired on the public market after such offering) during such period of time
following the effective date of a registration statement of the Company filed under the Securities Act that the Lead Underwriter
shall specify (the “Lock-Up Period”). The Participant shall further agree to sign such documents as may be
requested by the Lead Underwriter to effect the foregoing and agree that the Company may impose stop-transfer instructions with
respect to Common Stock acquired pursuant to an Award until the end of such Lock-Up Period.


 


14.20       
Headings and Captions. The headings and captions herein are provided
for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of
the Plan.


 


14.21       
Section 162(m) of the Code. Notwithstanding any other provision
of the Plan to the contrary, the provisions of the Plan requiring compliance with Section 162(m) of the Code shall not apply to
Awards granted under the Plan that are not intended to qualify as “performance-based compensation” under Section 162(m)
of the Code.


 


14.22       
Company Recoupment of Awards. A Participant’s rights with
respect to any Award hereunder shall in all events be subject to (a) any right that the Company may have under any Company recoupment
policy or other agreement or arrangement with a Participant, or (b) any right or obligation that the Company may have regarding
the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and
regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.


 


Article
XV 

EFFECTIVE DATE OF PLAN


 


The Plan originally
became effective on June 29, 2017. The Plan, as amended and restated herein, shall become effective as of July 24, 2019, which
is the date of its adoption by the Board, subject to the approval of the Plan by the stockholders of the Company in accordance
with the requirements of the laws of the State of Delaware.


 


Article
XVI 

TERM OF PLAN


 


No Award shall be granted
pursuant to the Plan on or after the tenth anniversary of the earlier of the Effective Date or the date of the most recent stockholder
approval of the Plan, but Awards granted prior to such tenth anniversary may extend beyond that date.


 






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Article
XVII 

NAME OF PLAN


 


The Plan shall be known
as the “Cision Ltd. 2017 Omnibus Incentive Plan (as Amended and Restated Effective July 24, 2019).”




 






    A-27 


     


    

 


EXHIBIT A


 


PERFORMANCE GOALS


 


Performance goals established
for purposes of Awards shall be based on the attainment of certain target levels of, or a specified increase or decrease (as applicable)
in one or more of the following performance goals:


 


		·	earnings
                                         per share;



 


		·	operating
                                         income;



 


		·	gross
                                         income;



 


		·	net
                                         income (before or after taxes);



 


		·	cash
                                         flow;



 


		·	gross
                                         profit;



 


		·	gross
                                         profit return on investment;



 


		·	gross
                                         margin return on investment;



 


		·	gross
                                         margin;



 


		·	operating
                                         margin;



 


		·	working
                                         capital;



 


		·	earnings
                                         before interest and taxes;



 


		·	earnings
                                         before interest, tax, depreciation and amortization;



 


		·	adjusted
                                         earnings before interest, tax, depreciation and amortization;



 


		·	return
                                         on equity;



 


		·	return
                                         on assets;



 


		·	return
                                         on capital;



 


		·	return
                                         on invested capital;



 


		·	net
                                         revenues;



 


		·	gross
                                         revenues;



 


		·	net
                                         recurring revenues;



 


		·	revenue
                                         growth;



 






    A-28 


     


    

 


		·	annual
                                         recurring revenues;



 


		·	recurring
                                         revenues;



 


		·	license
                                         revenues;



 


		·	sales
                                         or market share;



 


		·	total
                                         shareholder return;



 


		·	economic
                                         value added;



 


		·	revenue
                                         and adjusted EBITDA growth excluding the impact of acquisitions;



 


		·	revenue
                                         and adjusted EBITDA of specific business units;



 


		·	customer
                                         / recurring revenue retention rates;



 


		·	product
                                         development milestones;



 


		·	sales
                                         performance (i.e. new recurring revenue added in the period);



 


		·	specified
                                         objectives with regard to limiting the level of increase in all or a portion of the Company’s
                                         bank debt or other long-term or short-term public or private debt or other similar financial
                                         obligations of the Company, which may be calculated net of cash balances and/or other
                                         offsets and adjustments as may be established by the Committee in its sole discretion;



 


		·	the
                                         fair market value of a share of Common Stock;



 


		·	the
                                         growth in the value of an investment in the Common Stock assuming the reinvestment of
                                         dividends;



 


		·	reduction
                                         in operating expenses;



 


		·	cash
                                         earnings per share; 



 


		·	adjusted
                                         net income; 



 


		·	adjusted
                                         net income per share;



 


		·	volume/volume
                                         growth;



 


		·	in
                                         year volume;



 


		·	merchant
                                         account production;



 


		·	distribution
                                         partner account production;



 


		·	new
                                         merchant locations; 



 


		·	new
                                         merchant locations using a particular product; 



 






    A-29 


     


    

 


		·	calculated
                                         attrition;



 


		·	product
                                         revenue;



 


		·	goals
                                         based on product performance;



 


		·	annual
                                         cash adjusted earnings per share growth; 



 


		·	annual
                                         stock price growth;



 


		·	diluted
                                         earnings per share;



 


		·	total
                                         shareholder return positioning within a comparator group; or



 


		·	adjusted
                                         cash net income per share.



 


The Committee may,
in its sole discretion, also exclude, or adjust to reflect, the impact of an event or occurrence that the Committee determines
should be appropriately excluded or adjusted, including:


 


(a)        restructurings,
discontinued operations, extraordinary items or events, and other unusual or non-recurring charges as described in Accounting
Standards Codification 225-20, “Extraordinary and Unusual Items,” and/or management’s discussion and analysis
of financial condition and results of operations appearing or incorporated by reference in the Company’s Form 10-K for the
applicable year;


 


(b)        an
event either not directly related to the operations of the Company or not within the reasonable control of the Company’s
management; or


 


(c)        a
change in tax law or accounting standards required by generally accepted accounting principles.


 


Performance
goals may also be based upon individual participant performance goals, as determined by the Committee, in its sole discretion.


 


In
addition, such performance goals may be based upon the attainment of specified levels of Company (or subsidiary, division, other
operational unit, administrative department or product category of the Company) performance under one or more of the measures
described above relative to the performance of other corporations. The Committee may also designate additional business criteria
on which the performance goals may be based or adjust, modify or amend the aforementioned business criteria.


 



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