EX-10.8




 Exhibit 10.8 

PEAR THERAPEUTICS, INC. 

2021 STOCK OPTION AND INCENTIVE PLAN 
  

	SECTION 1.	 GENERAL PURPOSE OF THE PLAN; DEFINITIONS 



The name of the plan is the Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan (as amended from time to time, the
“Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Pear Therapeutics, Inc. (the “Company”) and its
Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the
Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

 The following terms shall be defined as set forth below: 

“Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. 

“Administrator” means either the Board or the compensation committee of the Board or a similar committee performing the
functions of the compensation committee and which is comprised of not less than two Non-Employee Directors who are independent. 

“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such
terms are defined in Rule 405 of the Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition. 

“Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Cash-Based Awards, and Dividend Equivalent Rights.

 “Award Agreement” means a written or electronic document setting forth the terms and provisions applicable to an Award
granted under the Plan. Each Award Agreement is subject to the terms and conditions of the Plan. 
 “Board” means the Board
of Directors of the Company. 
 “Cash-Based Award” means an Award entitling the recipient to receive a cash-denominated
payment. 
 “Closing Date” means the date of the closing of the transactions contemplated by that certain Business
Combination Agreement, dated as of June 21, 2021, by and among the Company, Pear Therapeutics, Inc., and Oz Merger Sub, Inc. the (“Business Combination Agreement”). 

“Code” means the U.S. Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and
interpretations. 
 “Consultant” means a consultant or adviser who provides bona fide services to the Company or an
Affiliate as an independent contractor and who qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Act. 

“Dividend Equivalent Right” means an Award entitling the grantee to receive credits based on ordinary cash dividends that
would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the grantee. 











 “Effective Date” means the date on which the Plan becomes effective as set
forth in Section 19. 
 “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder. 
 “Fair Market Value” of the Stock on any given date means the fair market value of the Stock
determined in good faith by the Administrator; provided, however, that if the Stock is listed on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), NASDAQ Global Market, The New York Stock Exchange
or another national securities exchange or traded on any established market, the determination shall be made by reference to the closing price of the Stock on such date. If there is no closing price for such date, the determination shall be made by
reference to the last date preceding such date for which there is a closing price. 
 “Incentive Stock Option” means any
Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code. 
 “Non-Employee Director” means a member of the Board who is not also an employee of the Company or any Subsidiary. 

“Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock
Option. 
 “Option” or “Stock Option” means any option to purchase shares of Stock granted pursuant to
Section 5. 
 “Restricted Shares” means the shares of Stock underlying a Restricted Stock Award that remain subject to
a risk of forfeiture or the Company’s right of repurchase. 
 “Restricted Stock Award” means an Award of Restricted
Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant. 
 “Restricted Stock
Units” means an Award of stock units subject to such restrictions and conditions as the Administrator may determine at the time of grant. 

“Sale Event” shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to
an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the
outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the Stock of the
Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of
the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company. 

“Sale Price” means the value as determined by the Administrator of the consideration payable, or otherwise to be received by
stockholders, per share of Stock pursuant to a Sale Event. 
 “Section 409A” means Section 409A of
the Code and the regulations and other guidance promulgated thereunder. 
 “Service Relationship” means any relationship as
an employee, Non-Employee Director or Consultant of the Company or any Affiliate. Unless as otherwise set forth in the Award Agreement, a Service Relationship shall be deemed to continue without interruption
in the event a grantee’s status changes from full-time employee to part-time employee or a grantee’s status changes from employee to Consultant or Non-Employee Director or vice versa, provided that
there is no interruption or other termination of Service Relationship in connection with the grantee’s change in capacity. 











 “Stock” means the Class A Common Stock, par value $0.0001 per share,
of the Company, subject to adjustments pursuant to Section 3. 
 “Stock Appreciation Right” means an Award entitling
the recipient to receive shares of Stock (or cash, to the extent explicitly provided for in the applicable Award Agreement) having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise over the exercise price of
the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised. 

“Subsidiary” means any corporation or other entity (other than the Company) in which the Company has at least a
50 percent interest, either directly or indirectly.  
 “Substitute
Awards” shall mean Awards granted or Stock issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by an entity acquired by the
Company or any Affiliate or with or into which the Company or any Affiliate merges, consolidates or combines. For the avoidance of doubt, the term “Substitute Awards” does not include awards that were previously issued under the Pear
Therapeutics, Inc. 2013 Stock Incentive Plan, as amended, and subsequently assumed in connection with the transactions contemplated by the Business Combination Agreement. 

“Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d)
of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation. 

“Unrestricted Stock Award” means an Award of shares of Stock free of any restrictions. 

 

	SECTION 2.	 ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS



 (a)    Administration of Plan. The Plan shall be administered by the Administrator. 

(b)    Powers of Administrator. The Administrator shall have the power and authority to grant Awards consistent
with the terms of the Plan, including the power and authority: 
 (i)    to select the individuals to whom Awards may
from time to time be granted; 
 (ii)    to determine the time or times of grant, and the extent, if any, of Incentive
Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based Awards, and Dividend Equivalent Rights, or any
combination of the foregoing, granted to any one or more grantees; 
 (iii)    to determine the number of shares of
Stock to be covered by any Award; 
 (iv)    to determine and modify from time to time the terms and conditions,
including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award Agreements; 

(v)    to accelerate at any time the exercisability or vesting of all or any portion of any Award; 

(vi)    subject to the provisions of Section 5(c) or 6(d), to extend at any time the period in which Stock Options or
Stock Appreciation Rights, respectively, may be exercised; and 











 (vii)    at any time to adopt, alter and repeal such rules, guidelines
and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations it
deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan. 

All decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Plan grantees. 

(c)    Delegation of Authority to Grant Awards. Subject to applicable law, the Administrator, in its discretion,
may delegate to a committee consisting of one or more officers of the Company, including the Chief Executive Officer of the Company, all or part of the Administrator’s authority and duties with respect to the granting of Awards to individuals
who are (i) not subject to the reporting and other provisions of Section 16 of the Exchange Act and (ii) not members of the delegated committee. Any such delegation by the Administrator shall include a limitation as to the amount of
Stock underlying Awards that may be granted during the period of the delegation and shall contain guidelines as to the determination of the exercise price and the vesting criteria. The Administrator may revoke or amend the terms of a delegation at
any time but such action shall not invalidate any prior actions of the Administrator’s delegate or delegates that were consistent with the terms of the Plan. 

(d)    Award Agreement. Awards under the Plan shall be evidenced by Award Agreements that set forth the terms,
conditions and limitations for each Award which may include, without limitation, the term of an Award and the provisions applicable in the event the Service Relationship terminates. 

(e)    Indemnification. Neither the Board nor the Administrator, nor any member of either or any delegate thereof,
shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Administrator (and any delegate thereof) shall be entitled in all cases to
indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the
Company’s articles or bylaws or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company. 

(f)    Non-U.S. Award Recipients. Notwithstanding any provision of the Plan
to the contrary, in order to comply with the laws in other countries in which the Company and its Affiliates operate or have employees or other individuals eligible for Awards, the Administrator, in its sole discretion, shall have the power and
authority to: (i) determine which Affiliates shall be covered by the Plan; (ii) determine which individuals outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted
to individuals outside the United States to comply with applicable laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions to be necessary or advisable
(and such subplans and/or modifications shall be incorporated into and made part of this Plan); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Section 3(a) hereof; and
(v) take any action, before or after an Award is made, that the Administrator determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the
foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing
statute or law. 
  

	SECTION 3.	 STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION 



(a)    Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan
shall be 32,000,000 shares (the “Initial Limit”), plus on January 1, 2022 and on each January 1 thereafter, ending in 2031, the number of shares of Stock reserved and available for issuance under the Plan shall be












 
cumulatively increased by five percent (5%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31, or such lesser number of shares as
approved by the Administrator, in all cases subject to adjustment as provided in Section 3(b) (the “Annual Increase”). Subject to such overall limitation, the maximum aggregate number of shares of Stock that may be issued in
the form of Incentive Stock Options shall not exceed the Initial Limit cumulatively increased on January 1, 2022 and on each January 1 thereafter, ending in 2031, by the lesser of (i) the Annual Increase for such year or (ii)
32,000,000 shares of Stock, subject in all cases to adjustment as provided in Section 3(b). For purposes of the limitations set forth in this Section 3(a), the shares of Stock underlying any awards under the Plan that are forfeited,
canceled, held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by
exercise) shall be added back to the shares of Stock available for issuance under the Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares of Stock that may be issued as
Incentive Stock Options. In the event the Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of Stock available for issuance under the Plan. Subject to such overall limitations, shares of Stock may
be issued up to such maximum number pursuant to any type or types of Award. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock
reacquired by the Company. Awards that may be settled solely in cash shall not be counted against the share reserve, nor shall they reduce the shares of Stock authorized for grant to a grantee in any calendar year. In addition, to the extent
consistent with the requirements of Section 422 of the Code, Substitute Awards shall not reduce the Stock authorized for grant under the Plan, nor shall Stock subject to a Substitute Award again be available for Awards under the Plan to the
extent of any forfeiture, cancelation, reacquisition, expiration, termination, cash settlement or non-issuance as set forth above. 

(b)    Changes in Stock. Subject to Section 3(c) hereof, if, as a result of any reorganization,
recapitalization, reclassification, stock dividend, extraordinary cash dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are
exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged
for securities of the Company or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number of shares reserved for issuance under the Plan,
including the maximum number of shares that may be issued in the form of Incentive Stock Options, (ii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, (iii) the repurchase price, if
any, per share subject to each outstanding Restricted Stock Award, and (iv) the exercise price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise
price (i.e., the exercise price multiplied by the number of shares subject to Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The Administrator shall also make equitable
or proportionate adjustments in the number of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary
corporate event. The adjustment by the Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash
payment in lieu of fractional shares. 
 (c)    Mergers and Other Transactions. In the case of and subject to the
consummation of a Sale Event, the parties thereto may cause the assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the successor entity or parent thereof, with
appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution
of Awards, upon the effective time of the Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate. In such case, except as may be otherwise provided in the relevant Award Agreement,












 
all Options and Stock Appreciation Rights with time-based vesting conditions or restrictions that are not vested and/or exercisable immediately prior to the effective time of the Sale Event shall
become fully vested and exercisable as of immediately prior to the effective time of the Sale Event, all other Awards with time-based vesting, conditions or restrictions shall become fully vested and nonforfeitable as of immediately prior to the
effective time of the Sale Event, and all Awards with conditions and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in connection with a Sale Event in the Administrator’s discretion or to the
extent specified in the relevant Award Agreement. In the event of such termination, the Company shall have the option (in its sole discretion) to (i) make or provide for a payment, in cash or in kind, to the grantees holding Options and Stock
Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number of shares of Stock subject to outstanding Options and Stock Appreciation Rights (to the
extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Stock Appreciation Rights (provided that, in the case of an Option or Stock Appreciation Right with an
exercise price equal to or greater than the Sale Price, such Option or Stock Appreciation Right shall be cancelled for no consideration); or (ii) permit each grantee, within a specified period of time prior to the consummation of the Sale Event
as determined by the Administrator, to exercise all outstanding Options and Stock Appreciation Rights (to the extent then exercisable) held by such grantee. In the event of such termination, the Company shall also have the option (in its sole
discretion) to make or provide for a payment, in cash or in kind, to the grantees holding other Awards in an amount equal to the Sale Price multiplied by the number of vested shares of Stock under such Awards. 

(d)    Maximum Awards to Non-Employee Directors. Notwithstanding anything
to the contrary in this Plan, the value of all Awards awarded under this Plan and all other cash compensation paid by the Company to any Non-Employee Director in any calendar year shall not exceed: (i)
$1,000,000 in the first calendar year an individual becomes a Non-Employee Director and (ii) $750,000 in any other calendar year; provided, however, that the limitation described in this
Section 3(d) shall be determined without regard to amounts paid to a Non-Employee Director (including retirement benefits and severance payments) in respect of any services provided
in any capacity (including employee or consultant) other than as a Non-Employee Director; and provided further, that the Board may make exceptions to this limit for a
non-executive chair of the Board with the approval of a majority of the disinterested directors. For the purpose of this limitation, the value of any Award shall be its grant date fair value, as determined in
accordance with ASC 718 or successor provision but excluding the impact of estimated forfeitures related to service-based vesting provisions. 
  

	SECTION 4.	 ELIGIBILITY 



Grantees under the Plan will be such employees, Non-Employee Directors or Consultants of the Company
and its Affiliates as are selected from time to time by the Administrator in its sole discretion; provided that Awards may not be granted to employees, Non-Employee Directors or Consultants who are providing
services only to any “parent” of the Company, as such term is defined in Rule 405 of the Act, unless (i) the stock underlying the Awards is treated as “service recipient stock” under Section 409A or (ii) the
Company has determined that such Awards are exempt from or otherwise comply with Section 409A. 
  

	SECTION 5.	 STOCK OPTIONS 



(a)    Award of Stock Options. The Administrator may grant Stock Options under the Plan. Any Stock Option granted
under the Plan shall be in such form as the Administrator may from time to time approve. 
 Stock Options granted under the Plan may be
either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the
meaning of Section 424(f) of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option. 











 Stock Options granted pursuant to this Section 5 shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Stock Options may be granted in lieu of cash
compensation at the optionee’s election, subject to such terms and conditions as the Administrator may establish. 

(b)    Exercise Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to
this Section 5 shall be determined by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. In the case of an Incentive Stock Option that is granted to a Ten Percent
Owner, the exercise price of such Incentive Stock Option shall be not less than 110 percent of the Fair Market Value on the date of grant. Notwithstanding the foregoing, Stock Options may be granted with an exercise price per share that is less
than 100 percent of the Fair Market Value on the date of grant (i) pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, (ii) to individuals who are not subject to U.S. income tax on
the date of grant or (iii) if the Stock Option is otherwise compliant with Section 409A. 
 (c)    Option
Term. The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than ten years after the date the Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten
Percent Owner, the term of such Stock Option shall be no more than five years from the date of grant. Notwithstanding the foregoing, in the event that on the last business day of the term of an Option (other than an Incentive Stock Option) (i)
the exercise of the Option is prohibited by applicable law or (ii) Stock may not be purchased or sold by certain employees or directors of the Company due to a black-out period of a Company policy or a lock-up agreement undertaken in connection with an offering of securities of the Company, the term of the Option shall be extended for a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement subject to the requirements of Section 409A; provided, however, that no such extension will be made if the exercise price of such
Option at the date the initial term would otherwise expire is above the Fair Market Value of the Stock on such date. 

(d)    Exercisability; Rights of a Stockholder. Stock Options shall become exercisable at such time or times,
whether or not in installments, as shall be determined by the Administrator at or after the date of grant. The Administrator may at any time accelerate the exercisability of all or any portion of any Stock Option. An optionee shall have the rights
of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options. 

(e)    Method of Exercise. Stock Options may be exercised in whole or in part, by giving written or electronic
notice of exercise to the Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods except to the extent otherwise provided in the Award Agreement: 

(i)    In cash, by certified or bank check or other instrument acceptable to the Administrator; 

(ii)    Through the delivery (or attestation to the ownership following such procedures as the Company may prescribe) of
shares of Stock that are not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date; 

(iii)    By the optionee delivering to the Company a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the
broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or 

(iv)    By a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock
issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price. 











 Payment instruments will be received subject to collection. The transfer to the optionee on the records of
the Company or of the transfer agent of the shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance with the provisions of the
Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Award Agreement or applicable provisions of laws (including the satisfaction of any taxes that the Company or an
Affiliate is obligated to withhold with respect to the optionee). In the event an optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the
optionee upon the exercise of the Stock Option shall be net of the number of attested shares. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such
as a system using an internet website or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use of such an automated system. 

(f)    Annual Limit on Incentive Stock Options. To the extent required for “incentive stock option”
treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options granted under this Plan and any other plan of the Company or its
parent and subsidiary corporations become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. To the extent that any Stock Option exceeds this limit, it shall constitute a
Non-Qualified Stock Option. 
  

	SECTION 6.	 STOCK APPRECIATION RIGHTS 



(a)    Award of Stock Appreciation Rights. The Administrator may grant Stock Appreciation Rights under the Plan. A
Stock Appreciation Right is an Award entitling the recipient to receive shares of Stock (or cash, to the extent explicitly provided for in the applicable Award Agreement) having a value equal to the excess of the Fair Market Value of a share of
Stock on the date of exercise over the grant price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised. 

(b)    Grant Price of Stock Appreciation Rights. The grant price of a Stock Appreciation Right shall not be less
than 100 percent of the Fair Market Value of the Stock on the date of grant. Notwithstanding the foregoing, Stock Appreciation Rights may be granted with a grant price per share that is less than 100 percent of the Fair Market Value on the
date of grant (i) pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, (ii) to individuals who are not subject to U.S. income tax on the date of grant, or (iii) if the Stock
Appreciation Right is otherwise compliant with Section 409A. 
 (c)    Grant and Exercise of Stock Appreciation
Rights. Stock Appreciation Rights may be granted by the Administrator in tandem with, or independently of, any Stock Option granted pursuant to Section 5 of the Plan. 

(d)    Terms and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms
and conditions as shall be determined on the date of grant by the Administrator. The term of a Stock Appreciation Right may not exceed ten years. Notwithstanding the foregoing, in the event that on the last business day of the term of a Stock
Appreciation Right (i) the exercise of the Stock Appreciation Right is prohibited by applicable law or (ii) Stock may not be purchased or sold by certain employees or directors of the Company due to a
black-out period of a Company policy or a lock-up agreement undertaken in connection with an offering of securities of the Company, the term of the Stock Appreciation
Right shall be extended for a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement subject to the
requirements of Section 409A; provided, however, that no such extension will be made if the grant price of such Stock Appreciation Right at the date the initial term would otherwise expire is above the Fair Market Value of the Stock on such
date. The terms and conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. 












	SECTION 7.	 RESTRICTED STOCK AWARDS 



(a)    Nature of Restricted Stock Awards. The Administrator may grant Restricted Stock Awards under the Plan. A
Restricted Stock Award is any Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant. Conditions may be based on continuing employment (or other Service Relationship) and/or
achievement of pre-established performance goals and objectives. 

(b)    Rights as a Stockholder. Upon the grant of the Restricted Stock Award and payment of any applicable purchase
price, a grantee shall have the rights of a stockholder with respect to the voting of the Restricted Shares and receipt of dividends; provided that if the lapse of restrictions with respect to the Restricted Stock Award is tied to the attainment of
vesting conditions, any dividends paid by the Company shall accrue and shall not be paid to the grantee until and to the extent the vesting conditions are met with respect to the Restricted Stock Award. Unless the Administrator shall otherwise
determine, (i) uncertificated Restricted Shares shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture until such Restricted Shares are vested as provided in
Section 7(d) below, and (ii) certificated Restricted Shares shall remain in the possession of the Company until such Restricted Shares are vested as provided in Section 7(d) below, and the grantee shall be required, as a condition of
the grant, to deliver to the Company such instruments of transfer as the Administrator may prescribe. 

(c)    Restrictions. Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or
disposed of except as specifically provided herein or in the Restricted Stock Award Agreement. Except as may otherwise be provided by the Administrator either in the Award Agreement or, subject to Section 16 below, in writing after the Award is
issued, if a grantee’s employment (or other Service Relationship) with the Company and its Affiliates terminates for any reason, any Restricted Shares that have not vested at the time of termination shall automatically and without any
requirement of notice to such grantee from or other action by or on behalf of, the Company be deemed to have been reacquired by the Company at its original purchase price (if any) from such grantee or such grantee’s legal representative
simultaneously with such termination of employment (or other Service Relationship), and thereafter shall cease to represent any ownership of the Company by the grantee or rights of the grantee as a stockholder. Following such deemed reacquisition of
Restricted Shares that are represented by physical certificates, a grantee shall surrender such certificates to the Company upon request without consideration. 

(d)    Vesting of Restricted Shares. The Administrator at the time of grant shall specify the date or dates and/or
the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Shares and the Company’s
right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on which all
restrictions have lapsed shall no longer be Restricted Shares and shall be deemed “vested.” 
  

	SECTION 8.	 RESTRICTED STOCK UNITS 



(a)    Nature of Restricted Stock Units. The Administrator may grant Restricted Stock Units under the Plan. A
Restricted Stock Unit is an Award of stock units that may be settled in shares of Stock (or cash, to the extent explicitly provided for in the Award Agreement) upon the satisfaction of such restrictions and conditions at the time of grant.
Conditions may be based on continuing employment (or other Service Relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award shall be
determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. Restricted Stock Units with deferred settlement dates are subject to Section 409A and shall contain such additional terms and
conditions as the Administrator shall determine in its sole discretion in order to comply with the requirements of Section 409A. 

(b)    Election to Receive Restricted Stock Units in Lieu of Compensation. The Administrator may, in its sole
discretion, permit a grantee to elect to receive a portion of future cash compensation otherwise due to such 











 
grantee in the form of an award of Restricted Stock Units. Any such election shall be made in writing and shall be delivered to the Company no later than the date specified by the Administrator
and in accordance with Section 409A and such other rules and procedures established by the Administrator. Any such future cash compensation that the grantee elects to defer shall be converted to a fixed number of Restricted Stock Units based on
the Fair Market Value of Stock on the date the compensation would otherwise have been paid to the grantee if such payment had not been deferred as provided herein. The Administrator shall have the sole right to determine whether and under what
circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as the Administrator deems appropriate. Any Restricted Stock Units that are elected to be received in lieu of cash compensation shall be
fully vested, unless otherwise provided in the Award Agreement. 
 (c)    Rights as a Stockholder. A grantee
shall have the rights as a stockholder only as to shares of Stock acquired by the grantee upon settlement of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the stock units
underlying his or her Restricted Stock Units to the extent explicitly provided for in the Award Agreement, subject to the provisions of Section 11 and such terms and conditions as the Administrator may determine. 

(d)    Termination. Except as may otherwise be provided by the Administrator either in the Award Agreement or,
subject to Section 16 below, in writing after the Award is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of
Service Relationship) with the Company and its Affiliates for any reason. 
  

	SECTION 9.	 UNRESTRICTED STOCK AWARDS 



Grant or Sale of Unrestricted Stock. The Administrator may grant (or sell at par value or such higher purchase price determined by the
Administrator) an Unrestricted Stock Award under the Plan. An Unrestricted Stock Award is an Award pursuant to which the grantee may receive shares of Stock free of any restrictions under the Plan. Unrestricted Stock Awards may be granted in respect
of past services or other valid consideration, or in lieu of cash compensation due to such grantee. 
  

	SECTION 10.	 CASH-BASED AWARDS 



Grant of Cash-Based Awards. The Administrator may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles
the grantee to a payment in cash upon the attainment of specified performance goals, including continued employment (or other Service Relationship). The Administrator shall determine the maximum duration of the Cash-Based Award, the amount of cash
to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated payment
amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash. 

 

	SECTION 11.	 DIVIDEND EQUIVALENT RIGHTS 



(a)    Dividend Equivalent Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend
Equivalent Right is an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other Award to which it relates) if such shares had been
issued to the grantee. A Dividend Equivalent Right may be granted hereunder to any grantee as a component of an award of Restricted Stock Units or as a freestanding award. The terms and conditions of Dividend Equivalent Rights shall be specified in
the Award Agreement. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents. Any such
reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply 











 
under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock or a combination thereof, in a single installment or
installments. A Dividend Equivalent Right granted as a component of an Award of Restricted Stock Units shall provide that such Dividend Equivalent Right shall be settled only upon settlement or payment of, or lapse of restrictions on, such other
Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award. 

(b)    Termination. Except as may otherwise be provided by the Administrator either in the Award Agreement or,
subject to Section 16 below, in writing after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights shall automatically terminate upon the grantee’s termination of employment (or cessation of Service Relationship)
with the Company and its Affiliates for any reason. 
  

	SECTION 12.	 TRANSFERABILITY OF AWARDS 



(a)    Transferability. Except as provided in Section 12(b) below, during a grantee’s lifetime, his or her
Awards shall be exercisable only by the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a
grantee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind, and any purported transfer in violation
hereof shall be null and void. 
 (b)    Administrator Action. Notwithstanding Section 12(a), the
Administrator, in its discretion, may provide either in the Award Agreement regarding a given Award or by subsequent written approval that the grantee (who is an employee or Non-Employee Director) may transfer
his or her Non-Qualified Stock Options to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners, provided
that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Award Agreement. In no event may an Award be transferred by a grantee for value. 

(c)    Family Member. For purposes of Section 12(b), “family member” shall mean a grantee’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
grantee’s household (other than a tenant of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the beneficial interest, a foundation in which these persons (or the grantee) control the management of
assets, and any other entity in which these persons (or the grantee) own more than 50 percent of the voting interests. 

(d)    Designation of Beneficiary. To the extent permitted by the Company and valid under applicable law, each
grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s death. Any such designation shall be on a form
provided for that purpose by the Administrator and shall not be effective until received by the Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the
beneficiary shall be the grantee’s estate or legal heirs. 
  

	SECTION 13.	 TAX WITHHOLDING 



(a)    Payment by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any
Stock or other amounts received thereunder first becomes includable in the gross income of the grantee for tax purposes, pay to the Company or any applicable Affiliate, or make arrangements satisfactory to the Administrator regarding payment of, any
U.S. and non-U.S. federal, state, or local taxes of any kind required by law to be withheld by the Company or any applicable Affiliate with respect to such income. The Company and its Affiliates shall, to the
extent permitted by law, have the right to deduct any such taxes from any payment of 











 
any kind otherwise due to the grantee or to satisfy any applicable withholding obligations by any other method of withholding that the Company and its Affiliates deem appropriate. The
Company’s obligation to deliver evidence of book entry (or stock certificates) to any grantee is subject to and conditioned on tax withholding obligations being satisfied by the grantee. 

(b)    Payment in Stock. The Administrator may cause any tax withholding obligation of the Company or any
applicable Affiliate to be satisfied, in whole or in part, by the Company withholding from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that
would satisfy the withholding amount due; provided, however, that the amount withheld does not exceed the maximum statutory rate or such lesser amount as is necessary to avoid liability accounting treatment. For purposes of share withholding, the
Fair Market Value of withheld shares shall be determined in the same manner as the value of Stock includible in income of the grantees. The Administrator may also require any tax withholding obligation of the Company or any applicable Affiliate to
be satisfied, in whole or in part, by an arrangement whereby a certain number of shares of Stock issued pursuant to any Award are immediately sold and proceeds from such sale are remitted to the Company or any applicable Affiliate in an amount that
would satisfy the withholding amount due. 
  

	SECTION 14.	 SECTION 409A AWARDS 



Awards are intended to be exempt from Section 409A to the greatest extent possible and to otherwise comply with Section 409A. The
Plan and all Awards shall be interpreted in accordance with such intent. To the extent that any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A
Award”), the Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon
termination of employment, such amount will only be paid upon a “separation from service” (within the meaning of Section 409A) and if any such amount under a 409A Award is payable to a grantee who is then considered a “specified
employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s separation from service, or (ii) the grantee’s
death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further, the settlement of any 409A Award may not be accelerated or
postponed except to the extent permitted by Section 409A. If any 409A Award includes a series of installment payments, the right to such payments will be treated as a right to a series of separate payments and if any 409A Award includes
“dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), the grantee’s right to the dividend equivalents will be treated separately from the right to
other amounts under the Award. The Company makes no representation that any or all of the payments or benefits described in the Plan will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A
of the Code from applying to any such payment. The grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code. 

 

	SECTION 15.	 TERMINATION OF SERVICE RELATIONSHIP, TRANSFER, LEAVE OF ABSENCE, ETC. 



(a)    Termination of Service Relationship. If the grantee’s Service Relationship is with an Affiliate and such
Affiliate ceases to be an Affiliate, the grantee shall be deemed to have terminated his or her Service Relationship for purposes of the Plan. 

(b)    For purposes of the Plan, the following events shall not be deemed a termination of a Service Relationship: 

(i)    a transfer to the Service Relationship of the Company from an Affiliate or from the Company to an Affiliate, or from
one Affiliate to another; or 











 (ii)    an approved leave of absence, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing. 

 

	SECTION 16.	 AMENDMENTS AND TERMINATION 



The Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the
purpose of satisfying changes in law or for any other lawful purpose, but no such action shall materially and adversely affect rights under any outstanding Award without the holder’s consent. The Administrator is specifically authorized to
exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights, effect the repricing of such Awards through cancellation and re-grants or cancel such Awards in
exchange for cash or other Awards. To the extent required under the rules of any securities exchange or market system on which the Stock is listed, or to the extent determined by the Administrator to be required by the Code to ensure that Incentive
Stock Options granted under the Plan are qualified under Section 422 of the Code, Plan amendments shall be subject to approval by Company stockholders. Nothing in this Section 16 shall limit the Administrator’s authority to take any
action permitted pursuant to Section 3(b) or 3(c). 
  

	SECTION 17.	 STATUS OF PLAN 



With respect to the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a
grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Administrator may
authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the
foregoing sentence. 
  

	SECTION 18.	 GENERAL PROVISIONS 



(a)    No Distribution. The Administrator may require each person acquiring Stock pursuant to an Award to represent
to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof. 

(b)    Issuance of Stock. To the extent certificated, stock certificates to grantees under this Plan shall be
deemed delivered for all purposes when the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company.
Uncertificated Stock shall be deemed delivered for all purposes when the Company or a Stock transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United States mail, addressed to the grantee,
at the grantee’s last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records). Notwithstanding anything herein to the contrary, the
Company shall not be required to issue or deliver any evidence of book entry or certificates evidencing shares of Stock pursuant to the exercise or settlement of any Award, unless and until the Administrator has determined, with advice of counsel
(to the extent the Administrator deems such advice necessary or advisable), that the issuance and delivery is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on
which the shares of Stock are listed, quoted or traded. Any Stock issued pursuant to the Plan shall be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state or
foreign jurisdiction, securities or other laws, rules and quotation system on which the Stock is listed, quoted or traded. The Administrator may place legends on any Stock certificate or notations on any book entry to reference restrictions
applicable to the Stock. In addition to the terms and conditions provided herein, the Administrator may require that an individual make such reasonable covenants, agreements, and representations 











 
as the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements. The Administrator shall have the right to require any
individual to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Administrator. 

(c)    Stockholder Rights. Until Stock is deemed delivered in accordance with Section 18(b), no right to vote
or receive dividends or any other rights of a stockholder will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding the exercise of a Stock Option or any other action by the grantee with respect to an
Award. 
 (d)    Other Incentive Arrangements; No Rights to Continued Service Relationship. Nothing contained in
this Plan shall prevent the Board from adopting other or additional incentive arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of this Plan and the grant of
Awards do not confer upon any grantee any right to continued employment or other Service Relationship with the Company or any Affiliate. 

(e)    Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the
Company’s insider trading policies and procedures, as in effect from time to time. 
 (f)    Clawback
Policy. Awards under the Plan shall be subject to the Company’s clawback policy, as in effect from time to time. 

(g)    Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and
the Administrator shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise
eliminated. 
 (h)    Non-Uniform Determinations. The
Administrator’s determinations under the Plan and Award Agreements need not be uniform and any such determinations may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan (whether or not such
persons are similarly situated). 
  

	SECTION 19.	 EFFECTIVE DATE OF PLAN; TERM OF PLAN 



This Plan shall become effective upon the date immediately preceding the Closing Date subject to prior stockholder approval in accordance with
applicable state law, the Company’s bylaws and articles of incorporation, and applicable stock exchange rules. No grants of Stock Options and other Awards may be made hereunder after the tenth anniversary of the Effective Date and no grants of
Incentive Stock Options may be made hereunder after the tenth anniversary of the date the Plan is approved by the Board. 
  

	SECTION 20.	 GOVERNING LAW 



This Plan and all Awards and actions taken thereunder shall be governed by, and construed in accordance with the General Corporation Law of the
State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the State of Delaware applied without regard to conflict of law principles.