Exhibit 10.2 


 


AKOYA BIOSCIENCES, INC.


 


2021 EQUITY INCENTIVE PLAN


 









     


     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	1.	Establishment, Purpose and Term of Plan	1
	 	 	 
	 	1.1	Establishment	1
	 	 	 	 
	 	1.2	Purpose	1
	 	 	 	 
	 	1.3	Term of Plan	1
	 	 	 	 
	2.	Definitions and Construction	1
	 	 	 	 
	 	2.1	Definitions	1
	 	 	 	 
	 	2.2	Construction	8
	 	 	 	 
	3.	Administration	8
	 	 	 	 
	 	3.1	Administration by the Committee	8
	 	 	 	 
	 	3.2	Authority of Officers	9
	 	 	 	 
	 	3.3	Administration with Respect to Insiders	9
	 	 	 	 
	 	3.4	Powers of the Committee	9
	 	 	 	 
	 	3.5	Option or SAR Repricing	10
	 	 	 	 
	 	3.6	Indemnification	10
	 	 	 	 
	4.	Shares Subject to Plan	11
	 	 	 	 
	 	4.1	Maximum Number of Shares Issuable	11
	 	 	 	 
	 	4.2	Annual Increase in Maximum Number of Shares Issuable	11
	 	 	 	 
	 	4.3	Adjustment for Unissued or Forfeited Predecessor Plan Shares	11
	 	 	 	 
	 	4.4	Share Counting	11
	 	 	 	 
	 	4.5	Adjustments for Changes in Capital Structure	11
	 	 	 	 
	 	4.6	Assumption or Substitution of Awards	12
	 	 	 	 
	5.	Eligibility, Participation and Award Limitations	12
	 	 	 	 
	 	5.1	Persons Eligible for Awards	12
	 	 	 	 
	 	5.2	Participation in the Plan	12
	 	 	 	 
	 	5.3	Incentive Stock Option Limitations	13
	 	 	 	 
	 	5.4	Nonemployee Director Award Limit	13
	 	 	 	 
	6.	Stock Options	14
	 	 	 	 
	 	6.1	Exercise Price	14
	 	 	 	 
	 	6.2	Exercisability and Term of Options	14
	 	 	 	 
	 	6.3	Payment of Exercise Price	14



 






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(continued)


 


	 	 	 	Page
	 	 	 	 
	 	6.4	Effect of Termination of Service	15
	 	 	 	 
	 	6.5	Transferability of Options	16
	 	 	 	 
	7.	Stock Appreciation Rights	17
	 	 	 
	 	7.1	Types of SARs Authorized	17
	 	 	 	 
	 	7.2	Exercise Price	17
	 	 	 	 
	 	7.3	Exercisability and Term of SARs	17
	 	 	 	 
	 	7.4	Exercise of SARs	18
	 	 	 	 
	 	7.5	Deemed Exercise of SARs	18
	 	 	 	 
	 	7.6	Effect of Termination of Service	18
	 	 	 	 
	 	7.7	Transferability of SARs	18
	 	 	 	 
	8.	Restricted Stock Awards	19
	 	 	 
	 	8.1	Types of Restricted Stock Awards Authorized	19
	 	 	 	 
	 	8.2	Purchase Price	19
	 	 	 	 
	 	8.3	Purchase Period	19
	 	 	 	 
	 	8.4	Payment of Purchase Price	19
	 	 	 	 
	 	8.5	Vesting and Restrictions on Transfer	19
	 	 	 	 
	 	8.6	Voting Rights; Dividends and Distributions	20
	 	 	 	 
	 	8.7	Effect of Termination of Service	20
	 	 	 	 
	 	8.8	Nontransferability of Restricted Stock Award Rights	20
	 	 	 	 
	9.	Restricted Stock Units	21
	 	 	 
	 	9.1	Grant of Restricted Stock Unit Awards	21
	 	 	 	 
	 	9.2	Purchase Price	21
	 	 	 	 
	 	9.3	Vesting	21
	 	 	 	 
	 	9.4	Voting Rights, Dividend Equivalent Rights and Distributions	21
	 	 	 	 
	 	9.5	Effect of Termination of Service	22
	 	 	 	 
	 	9.6	Settlement of Restricted Stock Unit Awards	22
	 	 	 	 
	 	9.7	Nontransferability of Restricted Stock Unit Awards	22
	 	 	 	 
	10.	Performance Awards	23
	 	 	 
	 	10.1	Types of Performance Awards Authorized	23
	 	 	 	 
	 	10.2	Initial Value of Performance Shares and Performance Units	23



 






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(continued)



 


	 	 	 	Page
	 	 	 	 
	 	10.3	Establishment of Performance Period, Performance Goals and Performance Award Formula	23
	 	 	 	 
	 	10.4	Measurement of Performance Goals	24
	 	 	 	 
	 	10.5	Settlement of Performance Awards	25
	 	 	 	 
	 	10.6	Voting Rights; Dividend Equivalent Rights and Distributions	27
	 	 	 	 
	 	10.7	Effect of Termination of Service	27
	 	 	 	 
	 	10.8	Nontransferability of Performance Awards	27
	 	 	 	 
	11.	Cash-Based Awards and Other Stock-Based Awards	28
	 	 	 	 
	 	11.1	Grant of Cash-Based Awards	28
	 	 	 	 
	 	11.2	Grant of Other Stock-Based Awards	28
	 	 	 	 
	 	11.3	Value of Cash-Based and Other Stock-Based Awards	28
	 	 	 	 
	 	11.4	Payment or Settlement of Cash-Based Awards and Other Stock-Based Awards	28
	 	 	 	 
	 	11.5	Voting Rights; Dividend Equivalent Rights and Distributions	29
	 	 	 	 
	 	11.6	Effect of Termination of Service	29
	 	 	 	 
	 	11.7	Nontransferability of Cash-Based Awards and Other Stock-Based Awards	29
	 	 	 	 
	12.	Standard Forms of Award Agreement	29
	 	 	 	 
	 	12.1	Award Agreements	29
	 	 	 	 
	 	12.2	Authority to Vary Terms	29
	 	 	 	 
	13.	Change in Control	30
	 	 	 	 
	 	13.1	Effect of Change in Control on Awards	30
	 	 	 	 
	 	13.2	Effect of Change in Control on Nonemployee Director Awards	31
	 	 	 	 
	 	13.3	Federal Excise Tax Under Section 4999 of the Code	31
	 	 	 	 
	14.	Compliance with Securities Law	32
	 	 	 	 
	15.	Compliance with Section 409A	32
	 	 	 	 
	 	15.1	Awards Subject to Section 409A.The Company intends that Awards granted pursuant to the Plan shall either be exempt from or comply with Section 409A, and the Plan shall be so construed	32
	 	 	 	 
	 	15.2	Deferral and/or Distribution Elections	33
	 	 	 	 
	 	15.3	Subsequent Elections	33
	 	 	 	 
	 	15.4	Payment of Section 409A Deferred Compensation	34



 






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(continued)



 


	 	 	Page
	 	 	 
	16.	Tax Withholding	36
	 	 	 
	 	16.1	Tax Withholding in General	36
	 	 	 	 
	 	16.2	Withholding in or Directed Sale of Shares	36
	 	 	 	 
	17.	Amendment, Suspension or Termination of Plan	36
	 	 	 
	18.	Miscellaneous Provisions	37
	 	 	 
	 	18.1	Repurchase Rights	37
	 	 	 	 
	 	18.2	Forfeiture Events	37
	 	 	 	 
	 	18.3	Provision of Information	37
	 	 	 	 
	 	18.4	Rights as Employee, Consultant or Director	37
	 	 	 	 
	 	18.5	Rights as a Stockholder	38
	 	 	 	 
	 	18.6	Delivery of Title to Shares	38
	 	 	 	 
	 	18.7	Fractional Shares	38
	 	 	 	 
	 	18.8	Retirement and Welfare Plans	38
	 	 	 	 
	 	18.9	Beneficiary Designation	38
	 	 	 	 
	 	18.10	Severability	38
	 	 	 	 
	 	18.11	No Constraint on Corporate Action	39
	 	 	 	 
	 	18.12	Unfunded Obligation	39
	 	 	 	 
	 	18.13	Choice of Law	39



 









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Akoya Biosciences, Inc.


2021 Equity Incentive Plan


 


1.            Establishment,
Purpose and Term of Plan.


 


1.1            Establishment.
The Akoya Biosciences, Inc. 2021 Equity Incentive Plan (the “Plan”) is hereby established effective as
of  the effective date of the initial registration by the Company of its Stock under Section 12 of the Securities Exchange Act of 1934, as
amended (the “Effective Date”).


 


1.2            Purpose.
The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive
to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute
to the growth and profitability of the Participating Company Group. The Plan seeks to achieve this purpose by providing for Awards in
the form of Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Performance Shares, Performance Units,
Cash-Based Awards and Other Stock-Based Awards.


 


1.3            Term
of Plan. The Plan shall continue in effect until its termination by the Committee; provided, however, that all Awards shall be granted,
if at all, within ten (10) years from the Effective Date.


 


2.            Definitions
and Construction.


 


2.1            Definitions.
 Whenever used herein, the following terms shall have their respective meanings set forth below:


 


(a)            “Affiliate”
means (i) a parent entity, other than a Parent Corporation, that directly, or indirectly through one or more intermediary entities,
controls the Company or (ii) a subsidiary entity, other than a Subsidiary Corporation, that is controlled by the Company directly
or indirectly through one or more intermediary entities. For this purpose, the terms “parent,” “subsidiary,” “control”
and “controlled by” shall have the meanings assigned such terms for the purposes of registration of securities on Form S-8
under the Securities Act.


 


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


 


(c)            “Award
Agreement” means a written or electronic agreement between the Company and a Participant setting forth the terms, conditions
and restrictions applicable to an Award.


 


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


 


(e)            “Cash-Based
Award” means an Award denominated in cash and granted pursuant to Section 11.


 






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(f)            “Cashless
Exercise” means a Cashless Exercise as defined in Section 6.3(b)(i).


 


(g)            “Cause”
means, unless such term or an equivalent term is otherwise defined by the applicable Award Agreement or other written agreement between
a Participant and a Participating Company applicable to an Award, any of the following: (i) the Participant’s theft, dishonesty,
willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Participating Company documents or records;
(ii) the Participant’s material failure to abide by a Participating Company’s code of conduct or other policies (including,
without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant’s unauthorized
use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of a Participating Company
(including, without limitation, the Participant’s improper use or disclosure of a Participating Company’s confidential or
proprietary information); (iv) any intentional act by the Participant which has a material detrimental effect on a Participating
Company’s reputation or business; (v) the Participant’s repeated failure or inability to perform any reasonable assigned
duties after written notice from a Participating Company of, and a reasonable opportunity to cure, such failure or inability; (vi) any
material breach by the Participant of any employment, service, non-disclosure, non-competition, non-solicitation or other similar agreement
between the Participant and a Participating Company, which breach is not cured pursuant to the terms of such agreement; or (vii) the
Participant’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty,
misappropriation or moral turpitude, or which impairs the Participant’s ability to perform his or her duties with a Participating
Company.


 


(h)            “Change
in Control” means, unless such term or an equivalent term is otherwise defined by the applicable Award Agreement or other
written agreement between the Participant and a Participating Company applicable to an Award, the occurrence of any one or a combination
of the following:


 


(i)            any
 “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial
owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company
representing more than fifty percent (50%) of the total Fair Market Value or total combined voting power of the Company’s then-outstanding
securities entitled to vote generally in the election of Directors; provided, however, that a Change in Control shall not be deemed to
have occurred if such degree of beneficial ownership results from any of the following: (A) an acquisition by any person who on the
Effective Date is the beneficial owner of more than fifty percent (50%) of such voting power, (B) any acquisition directly from the
Company, including, without limitation, pursuant to or in connection with a public offering of securities, (C) any acquisition by
the Company, (D) any acquisition by a trustee or other fiduciary under an employee benefit plan of a Participating Company or (E) any
acquisition by an entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their
ownership of the voting securities of the Company; or


 


(ii)            an
Ownership Change Event or series of related Ownership Change Events (collectively, a “Transaction”) in which
the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or indirect
beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding securities entitled to vote
generally in the election of Directors or, in the case of an Ownership Change Event described in Section 2.1(dd)(iii), the entity
to which the assets of the Company were transferred (the “Transferee”), as the case may be; or


 






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(iii)            a
date specified by the Committee following approval by the stockholders of a plan of complete liquidation or dissolution of the Company;


 


provided, however, that a Change in Control shall
be deemed not to include a transaction described in subsections (i) or (ii) of this Section 2.1(h) in which a majority
of the members of the board of directors of the continuing, surviving or successor entity, or parent thereof, immediately after such transaction
is comprised of Incumbent Directors.


 


For purposes of the preceding
sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities
of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or
through one or more subsidiary corporations or other business entities. The Committee shall determine whether multiple events described
in subsections (i), (ii) and (iii) of this Section 2.1(h) are related and to be treated in the aggregate as a single
Change in Control, and its determination shall be final, binding and conclusive.


 


(i)            “Code”
means the Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative guidelines promulgated thereunder.


 


(j)            “Committee”
means the Compensation Committee and such other committee or subcommittee of the Board, if any, duly appointed to administer the Plan
and having such powers in each instance as shall be specified by the Board. If, at any time, there is no committee of the Board then authorized
or properly constituted to administer the Plan, the Board shall exercise all of the powers of the Committee granted herein, and, in any
event, the Board may in its discretion exercise any or all of such powers.


 


(k)            “Company”
means Akoya Biosciences, Inc., a Delaware corporation, and any successor corporation thereto.


 


(l)            “Consultant”
means a person engaged to provide consulting or advisory services (other than as an Employee or a Director) to a Participating Company,
provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude
the Company from offering or selling securities to such person pursuant to the Plan in reliance on registration on Form S-8 under
the Securities Act.


 


(m)            “Director”
means a member of the Board.


 


(n)            “Disability”
means, unless such term or an equivalent term is otherwise defined by the applicable Award Agreement or other written agreement between
the Participant and a Participating Company applicable to an Award, the permanent and total disability of the Participant, within the
meaning of Section 22(e)(3) of the Code.


 






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(o)            “Dividend
Equivalent Right” means the right of a Participant, granted at the discretion of the Committee or as otherwise provided
by the Plan, to receive a credit for the account of such Participant in an amount equal to the cash dividends paid on one share of Stock
for each share of Stock represented by an Award held by such Participant.


 


(p)            “Employee”
means any person treated as an employee (including an Officer or a Director who is also treated as an employee) in the records of a Participating
Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of
the Code; provided, however, that neither service as a Director nor payment of a Director’s fee shall be sufficient to constitute
employment for purposes of the Plan. The Company shall determine in good faith and in the exercise of its discretion whether an individual
has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment,
as the case may be. For purposes of an individual’s rights, if any, under the terms of the Plan as of the time of the Company’s
determination of whether or not the individual is an Employee, all such determinations by the Company shall be final, binding and conclusive
as to such rights, if any, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination
as to such individual’s status as an Employee.


 


(q)            “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(r)            “Fair
Market Value” means, as of any date, the value of a share of Stock or other property as determined by the Committee, in
its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the
following:


 


(i)            Except
as otherwise determined by the Committee, if, on such date, the Stock is listed or quoted on a national or regional securities exchange
or quotation system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock as quoted on the national
or regional securities exchange or quotation system constituting the primary market for the Stock, as reported in The Wall Street Journal
or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such
securities exchange or quotation system, the date on which the Fair Market Value shall be established shall be the last day on which the
Stock was so traded or quoted prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its
discretion.


 


(ii)            Notwithstanding
the foregoing, the Committee may, in its discretion, determine the Fair Market Value of a share of Stock on the basis of the opening,
closing, or average of the high and low sale prices of a share of Stock on such date or the preceding trading day, the actual sale price
of a share of Stock received by a Participant, any other reasonable basis using actual transactions in the Stock as reported on a national
or regional securities exchange or quotation system, or on any other basis consistent with the requirements of Section 409A. The
Committee may also determine the Fair Market Value upon the average selling price of the Stock during a specified period that is within
thirty (30) days before or thirty (30) days after such date, provided that, with respect to the grant of an Option or SAR, the commitment
to grant such Award based on such valuation method must be irrevocable before the beginning of the specified period. The Committee may
vary its method of determination of the Fair Market Value as provided in this Section for different purposes under the Plan to the
extent consistent with the requirements of Section 409A.


 






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(iii)            If,
on such date, the Stock is not listed or quoted on a national or regional securities exchange or quotation system, the Fair Market Value
of a share of Stock shall be as determined by the Committee in good faith without regard to any restriction other than a restriction which,
by its terms, will never lapse, and in a manner consistent with the requirements of Section 409A.


 


(s)            “Full
Value Award” means any Award settled in Stock, other than (i) an Option, (ii) a Stock Appreciation Right, or (iii) a
Restricted Stock Purchase Right or an Other Stock-Based Award under which the Company will receive monetary consideration equal to the
Fair Market Value (determined on the effective date of grant) of the shares subject to such Award.


 


(t)            “Incentive
Stock Option” means an Option intended to be (as set forth in the Award Agreement) and which qualifies as an incentive stock
option within the meaning of Section 422(b) of the Code.


 


(u)            “Incumbent
Director” means a director who either (i) is a member of the Board as of the Effective Date or (ii) is elected,
or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such
election or nomination (but excluding a director who was elected or nominated in connection with an actual or threatened proxy contest
relating to the election of directors of the Company).


 


(v)            “Insider”
means an Officer, a Director or other person whose transactions in Stock are subject to Section 16 of the Exchange Act.


 


(w)            “Net
Exercise” means a Net Exercise as defined in Section 6.3(b)(iii).


 


(x)            “Nonemployee
Director” means a Director who is not an Employee.


 


(y)            “Nonemployee
Director Award” means any Award granted to a Nonemployee Director.


 


(z)            “Nonstatutory
Stock Option” means an Option not intended to be (as set forth in the Award Agreement) or which does not qualify as an incentive
stock option within the meaning of Section 422(b) of the Code.


 


(aa)          “Officer”
means any person designated by the Board as an officer of the Company.


 


(bb)          “Option”
means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan.


 






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(cc)          “Other
Stock-Based Award” means an Award denominated in shares of Stock and granted pursuant to Section 11.


 


(dd)          “Ownership
Change Event” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect
sale or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company representing
more than fifty percent (50%) of the total combined voting power of the Company’s then outstanding securities entitled to vote generally
in the election of Directors; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or
transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries
of the Company).


 


(ee)          “Parent
Corporation” means any present or future “parent corporation” of the Company, as defined in Section 424(e) of
the Code.


 


(ff)          “Participant”
means any eligible person who has been granted one or more Awards.


 


(gg)          “Participating
Company” means the Company or any Parent Corporation, Subsidiary Corporation or Affiliate.


 


(hh)          “Participating
Company Group” means, at any point in time, the Company and all other entities collectively which are then Participating
Companies.


 


(ii)            “Performance
Award” means an Award of Performance Shares or Performance Units.


 


(jj)            “Performance
Award Formula” means, for any Performance Award, a formula or table established by the Committee pursuant to Section 10.3
which provides the basis for computing the value of a Performance Award at one or more levels of attainment of the applicable Performance
Goal(s) measured as of the end of the applicable Performance Period.


 


(kk)          “Performance
Goal” means a performance goal established by the Committee pursuant to Section 10.3.


 


(ll)            “Performance
Period” means a period established by the Committee pursuant to Section 10.3 at the end of which one or more Performance
Goals are to be measured.


 


(mm)        “Performance
Share” means a right granted to a Participant pursuant to Section 10 to receive a payment equal to the value of a Performance
Share, as determined by the Committee, based upon attainment of applicable Performance Goal(s).


 


(nn)          “Performance
Unit” means a right granted to a Participant pursuant to Section 10 to receive a payment equal to the value of a Performance
Unit, as determined by the Committee, based upon attainment of applicable Performance Goal(s).


 






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(oo)            “Restricted
Stock Award” means an Award of a Restricted Stock Bonus or a Restricted Stock Purchase Right.


 


(pp)          “Restricted
Stock Bonus” means Stock granted to a Participant pursuant to Section 8.


 


(qq)          “Restricted
Stock Purchase Right” means a right to purchase Stock granted to a Participant pursuant to Section 8.


 


(rr)            “Restricted
Stock Unit” means a right granted to a Participant pursuant to Section 9 to receive on a future date or occurrence
of a future event a share of Stock or cash in lieu thereof, as determined by the Committee.


 


(ss)          “Rule 16b-3”
means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.


 


(tt)          “SAR”
or “Stock Appreciation Right” means a right granted to a Participant pursuant to Section 7 to receive payment,
for each share of Stock subject to such Award, of an amount equal to the excess, if any, of the Fair Market Value of a share of Stock
on the date of exercise of the Award over the exercise price thereof.


 


(uu)          “Section 409A”
means Section 409A of the Code.


 


(vv)          “Section 409A
Deferred Compensation” means compensation provided pursuant to an Award that constitutes nonqualified deferred compensation
within the meaning of Section 409A.


 


(ww)         “Securities
Act” means the Securities Act of 1933, as amended.


 


(xx)            “Service”
means a Participant’s employment or service with the Participating Company Group, whether as an Employee, a Director or a Consultant.
Unless otherwise provided by the Committee, a Participant’s Service shall not be deemed to have terminated merely because of a change
in the capacity in which the Participant renders Service or a change in the Participating Company for which the Participant renders Service,
provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s Service shall
not be deemed to have been interrupted or terminated if the Participant takes any military leave, sick leave, or other bona fide leave
of absence approved by the Company. However, unless otherwise provided by the Committee, if any such leave taken by a Participant exceeds
ninety (90) days, then on the ninety-first (91st) day following the commencement of such leave the Participant’s Service shall be
deemed to have terminated, unless the Participant’s right to return to Service is guaranteed by statute or contract. Notwithstanding
the foregoing, unless otherwise designated by the Company or required by law, an unpaid leave of absence shall not be treated as Service
for purposes of determining vesting under the Participant’s Award Agreement. A Participant’s Service shall be deemed to have
terminated either upon an actual termination of Service or upon the business entity for which the Participant performs Service ceasing
to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s
Service has terminated and the effective date of and reason for such termination.


 






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(yy)          “Stock”
means the common stock of the Company, as adjusted from time to time in accordance with Section 4.5.


 


(zz)          “Stock
Tender Exercise” means a Stock Tender Exercise as defined in Section 6.3(b)(ii).


 


(aaa)          “Subsidiary
Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of
the Code.


 


(bbb)        “Ten
Percent Owner” means a Participant who, at the time an Option is granted to the Participant, owns stock possessing more
than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company (other than an Affiliate)
within the meaning of Section 422(b)(6) of the Code.


 


(ccc)         “Trading
Compliance Policy” means the written policy of the Company pertaining to the purchase, sale, transfer or other disposition
of the Company’s equity securities by Directors, Officers, Employees or other service providers who may possess material, nonpublic
information regarding the Company or its securities.


 


(ddd)        “Vesting
Conditions” mean those conditions established in accordance with the Plan prior to the satisfaction of which an Award or
shares subject to an Award remain subject to forfeiture or a repurchase option in favor of the Company exercisable for the Participant’s
monetary purchase price, if any, for such shares upon the Participant’s termination of Service or failure of a performance condition
to be satisfied.


 


2.2            Construction.
Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the
Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular.
Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


 


3.            Administration.


 


3.1            Administration
by the Committee. The Plan shall be administered by the Committee. All questions of interpretation of the Plan, of any Award Agreement
or of any other form of agreement or other document employed by the Company in the administration of the Plan or of any Award shall be
determined by the Committee, and such determinations shall be final, binding and conclusive upon all persons having an interest in the
Plan or such Award, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Committee
in the exercise of its discretion pursuant to the Plan or Award Agreement or other agreement thereunder (other than determining questions
of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest therein.
All expenses incurred in connection with the administration of the Plan shall be paid by the Company.


 






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3.2            Authority
of Officers. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination
or election that is the responsibility of or that is allocated to the Company herein, provided that the Officer has apparent authority
with respect to such matter, right, obligation, determination or election. To the extent permitted by applicable law, the Committee may,
in its discretion, delegate to a committee comprised of one or more Officers the authority to grant one or more Awards, without further
approval of the Committee, to any Employee, other than a person who, at the time of such grant, is an Insider, and to exercise such other
powers under the Plan as the Committee may determine; provided, however, that (a) the Committee shall fix the maximum number of shares
subject to Awards that may be granted by such Officers, (b) each such Award shall be subject to the terms and conditions of the appropriate
standard form of Award Agreement approved by the Board or the Committee and shall conform to the provisions of the Plan, and (c) each
such Award shall conform to such other limits and guidelines as may be established from time to time by the Committee.


 


3.3            Administration
with Respect to Insiders. With respect to participation by Insiders in the Plan, at any time that any class of equity security of
the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements,
if any, of Rule 16b-3.


 


3.4            Powers
of the Committee. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Committee
shall have the full and final power and authority, in its discretion:


 


(a)            to
determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock, units or monetary
value to be subject to each Award;


 


(b)            to
determine the type of Award granted;


 


(c)            to
determine the Fair Market Value of shares of Stock or other property;


 


(d)            to
determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant
thereto, including, without limitation, (i) the exercise or purchase price of shares pursuant to any Award, (ii) the method
of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising
in connection with any Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions
of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the Performance Measures, Performance
Period, Performance Award Formula and Performance Goals applicable to any Award and the extent to which such Performance Goals have been
attained, (vi) the time of expiration of any Award, (vii) the effect of any Participant’s termination of Service on any
of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto
not inconsistent with the terms of the Plan;


 






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(e)            to
determine whether an Award will be settled in shares of Stock, cash, other property or in any combination thereof;


 


(f)             to
approve one or more forms of Award Agreement;


 


(g)            to
amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired
pursuant thereto;


 


(h)            to
accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with
respect to the period following a Participant’s termination of Service;


 


(i)             to
prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative
versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws of, or to
accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose residents may be granted Awards; and


 


(j)             to
correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations
and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with
the provisions of the Plan or applicable law.


 


3.5            Option
or SAR Repricing. The Committee shall have the authority, without additional approval by the stockholders of the Company, to approve
a program providing for either (a) the cancellation of outstanding Options or SARs having exercise prices per share greater than
the then Fair Market Value of a share of Stock (“Underwater Awards”) and the grant in substitution therefor
of new Options or SARs covering the same or a different number of shares but with an exercise price per share equal to the Fair Market
Value per share on the new grant date, Full Value Awards, or payments in cash, or (b) the amendment of outstanding Underwater Awards
to reduce the exercise price thereof to the Fair Market Value per share on the date of amendment.


 


3.6            Indemnification.
In addition to such other rights of indemnification as they may have as members of the Board or the Committee or as officers or employees
of the Participating Company Group, to the extent permitted by applicable law, members of the Board or the Committee and any officers
or employees of the Participating Company Group to whom authority to act for the Board, the Committee or the Company is delegated shall
be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection
with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company)
or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall
be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in
duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer
to the Company, in writing, the opportunity at its own expense to handle and defend the same.


 






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4.            Shares
Subject to Plan.


 


4.1            Maximum
Number of Shares Issuable. Subject to adjustment as provided in Sections 4.2, 4.3, 4.4 and 4.5, the maximum aggregate number
of shares of Stock that may be issued under the Plan shall be equal to Four Million Twenty-Six Thousand One Hundred Thirty-Two (4,026,132)
shares, and such shares shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof.


 


4.2            Annual
Increase in Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.5, the maximum aggregate number
of shares of Stock that may be issued under the Plan as set forth in Section 4.1 shall be cumulatively increased on January 1,
2022 and on each subsequent January 1 through and including January 1, 2030, by a number of shares (the “Annual
Increase”) equal to the smaller of (a) 5% of the number of shares of Stock issued and outstanding on the immediately
preceding December 31, or (b) an amount determined by the Board.


 


4.3            Share
Counting. If an outstanding Award for any reason expires or is terminated or canceled without having been exercised or settled in
full, or if shares of Stock acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company
for an amount not greater than the Participant’s purchase price, the shares of Stock allocable to the terminated portion of such
Award or such forfeited or repurchased shares of Stock shall again be available for issuance under the Plan. Shares of Stock shall not
be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash. Upon payment in shares
of Stock pursuant to the exercise of an SAR, the number of shares available for issuance under the Plan shall be reduced by the gross
number of shares for which the SAR is exercised. If the exercise price of an Option is paid by tender to the Company, or attestation to
the ownership, of shares of Stock owned by the Participant, or by means of a Net Exercise, the number of shares available for issuance
under the Plan shall be reduced by the gross number of shares for which the Option is exercised. Shares purchased in the open market with
proceeds from the exercise of Options shall not be added to the limit set forth in Section 4.1. Shares withheld or reacquired by
the Company in satisfaction of tax withholding obligations pursuant to the exercise or settlement of Options or SARs pursuant to Section 16.2
shall not again be available for issuance under the Plan. Shares withheld or reacquired by the Company in satisfaction of tax withholding
obligations pursuant to the vesting or settlement of Full Value Awards pursuant to Section 16.2 shall again become available for
issuance under the Plan.


 


4.4            Adjustments
for Changes in Capital Structure. Subject to any required action by the stockholders of the Company and the requirements of
Sections 409A and 424 of the Code to the extent applicable, in the event of any change in the Stock effected without receipt of consideration
by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend,
stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital
structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other
than Stock (excepting regular, periodic cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate
and proportionate adjustments shall be made in the number and kind of shares subject to the Plan and to any outstanding Awards, the Annual
Increase, the Award limits set forth in Section 5.3 and Section 5.4, and in the exercise or purchase price per share under any
outstanding Award in order to prevent dilution or enlargement of Participants’ rights under the Plan. For purposes of the foregoing,
conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the
Company.” If a majority of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged
for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New
Shares”), the Committee may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares. In
the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of, the outstanding Awards
shall be adjusted in a fair and equitable manner as determined by the Committee, in its discretion. Any fractional share resulting from
an adjustment pursuant to this Section shall be rounded down to the nearest whole number and the exercise or purchase price per share
shall be rounded up to the nearest whole cent. In no event may the exercise or purchase price, if any, under any Award be decreased to
an amount less than the par value, if any, of the stock subject to such Award. The Committee in its discretion, may also make such adjustments
in the terms of any Award to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems
appropriate, including modification of Performance Goals, Performance Award Formulas and Performance Periods. The adjustments determined
by the Committee pursuant to this Section shall be final, binding and conclusive.


 






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4.5            Assumption
or Substitution of Awards. The Committee may, without affecting the number of shares of Stock reserved or available hereunder, authorize
the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock,
or reorganization upon such terms and conditions as it may deem appropriate, subject to compliance with Section 409A and any other
applicable provisions of the Code. In addition, subject to compliance with applicable laws, and listing requirements, shares available
for grant under a stockholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used
for awards under the Plan to individuals who were not Employees or Directors of the Participating Company Group prior to the transaction
and shall not reduce the number of shares otherwise available for issuance under the Plan.


 


5.            Eligibility,
Participation and Award Limitations.


 


5.1            Persons
Eligible for Awards. Awards may be granted only to Employees, Consultants and Directors.


 


5.2            Participation
in the Plan. Awards are granted solely at the discretion of the Committee. Eligible persons may be granted more than one Award. However,
eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award,
to be granted an additional Award.


 






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5.3            Incentive
Stock Option Limitations.


 


(a)            Maximum
Number of Shares Issuable Pursuant to Incentive Stock Options. Subject to adjustment as provided in Section 4.5, the maximum
aggregate number of shares of Stock that may be issued under the Plan pursuant to the exercise of Incentive Stock Options shall not exceed
4,026,132 shares, cumulatively increased on January 1, 2022, and on each subsequent January 1, through and including January 1,
2030, by a number of shares equal to the smaller of the Annual Increase determined under Section 4.2 or 201,307 shares. The maximum
aggregate number of shares of Stock that may be issued under the Plan pursuant to all Awards other than Incentive Stock Options shall
be the number of shares determined in accordance with Section 4.1, subject to adjustment as provided in Sections 4.2, 4.3, 4.4
and 4.5.


 


(b)            Persons
Eligible. An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee of the
Company, a Parent Corporation or a Subsidiary Corporation (each being an “ISO-Qualifying Corporation”). Any
person who is not an Employee of an ISO-Qualifying Corporation on the effective date of the grant of an Option to such person may be granted
only a Nonstatutory Stock Option.


 


(c)            Fair
Market Value Limitation. To the extent that options designated as Incentive Stock Options (granted under all stock plans of the
Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any calendar year for stock
having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount
shall be treated as Nonstatutory Stock Options. For purposes of this Section, options designated as Incentive Stock Options shall be taken
into account in the order in which they were granted, and the Fair Market Value of stock shall be determined as of the time the option
with respect to such stock is granted. If the Code is amended to provide for a limitation different from that set forth in this Section,
such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or
permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option
in part by reason of the limitation set forth in this Section, the Participant may designate which portion of such Option the Participant
is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion
of the Option first. Upon exercise of the Option, shares issued pursuant to each such portion shall be separately identified.


 


5.4            Nonemployee
Director Award Limit. No Nonemployee Director shall be granted within any fiscal year of the Company one or more Nonemployee Director
Awards pursuant to the Plan which in the aggregate are for more than a number of shares of Stock determined by dividing $250,000 by the
Fair Market Value of a share of Stock determined on the last trading day immediately preceding the date on which the applicable Nonemployee
Director Award is granted.


 






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6.            Stock
Options.


 


Options shall be evidenced by Award Agreements specifying
the number of shares of Stock covered thereby, in such form as the Committee shall establish. Such Award Agreements may incorporate all
or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:



 


6.1            Exercise
Price. The exercise price for each Option shall be established in the discretion of the Committee; provided, however, that (a) the
exercise price per share shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option
and (b) no Incentive Stock Option granted to a Ten Percent Owner shall have an exercise price per share less than one hundred ten
percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing,
an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price less than the minimum
exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner that
would qualify under the provisions of Section 409A or Section 424(a) of the Code.


 


6.2            Exercisability
and Term of Options. Options shall be exercisable at such time or times, or upon such event or events, and subject to such terms,
conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing
such Option; provided, however, that (a) no Option shall be exercisable after the expiration of ten (10) years after the effective
date of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent Owner shall be exercisable after the expiration
of five (5) years after the effective date of grant of such Option and (c) no Option granted to an Employee who is a non-exempt
employee for purposes of the Fair Labor Standards Act of 1938, as amended, shall be first exercisable until at least six (6) months
following the date of grant of such Option (except in the event of such Employee’s death, disability or retirement, upon a Change
in Control, or as otherwise permitted by the Worker Economic Opportunity Act). Subject to the foregoing, unless otherwise specified by
the Committee in the grant of an Option, each Option shall terminate ten (10) years after the effective date of grant of the Option,
unless earlier terminated in accordance with its provisions.


 


6.3            Payment
of Exercise Price.


 


(a)            Forms
of Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number of shares of Stock
being purchased pursuant to any Option shall be made (i) in cash, by check or in cash equivalent; (ii) if permitted by the Committee
and subject to the limitations contained in Section 6.3(b), by means of (1) a Cashless Exercise, (2) a Stock Tender Exercise
or (3) a Net Exercise; (iii) by such other consideration as may be approved by the Committee from time to time to the extent
permitted by applicable law, or (iv) by any combination thereof. The Committee may at any time or from time to time grant Options
which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict
one or more forms of consideration.


 


(b)            Limitations
on Forms of Consideration.


 


(i)            Cashless
Exercise. A “Cashless Exercise” means the delivery of a properly executed notice of exercise together with
irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some
or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with
the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System). The Company
reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate
any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more Participants
specified by the Company notwithstanding that such program or procedures may be available to other Participants.


 






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(ii)            Stock
Tender Exercise. A “Stock Tender Exercise” means the delivery of a properly executed exercise notice accompanied
by a Participant’s tender to the Company, or attestation to the ownership, in a form acceptable to the Company of whole shares of
Stock owned by the Participant having a Fair Market Value that does not exceed the aggregate exercise price for the shares with respect
to which the Option is exercised. A Stock Tender Exercise shall not be permitted if it would constitute a violation of the provisions
of any law, regulation or agreement restricting the redemption of the Company’s stock. If required by the Company, an Option may
not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned
by the Participant for a period of time required by the Company (and not used for another option exercise by attestation during such period)
or were not acquired, directly or indirectly, from the Company.


 


(iii)            Net
Exercise. A “Net Exercise” means the delivery of a properly executed exercise notice followed by a procedure
pursuant to which (1) the Company will reduce the number of shares otherwise issuable to a Participant upon the exercise of an Option
by the largest whole number of shares having a Fair Market Value that does not exceed the aggregate exercise price for the shares with
respect to which the Option is exercised, and (2) the Participant shall pay to the Company in cash the remaining balance of such
aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued.


 


6.4            Effect
of Termination of Service.


 


(a)            Option
Exercisability. Subject to earlier termination of the Option as otherwise provided by this Plan and unless otherwise provided
by the Committee, an Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is then
unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during the
applicable time period determined in accordance with this Section and thereafter shall terminate.


 


(i)            Disability.
If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent unexercised and
exercisable for vested shares on the date on which the Participant’s Service terminated, may be exercised by the Participant (or
the Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months (or such longer or
shorter period provided by the Award Agreement) after the date on which the Participant’s Service terminated, but in any event no
later than the date of expiration of the Option’s term as set forth in the Award Agreement evidencing such Option (the “Option
Expiration Date”).


 






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(ii)            Death.
If the Participant’s Service terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable
for vested shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative
or other person who acquired the right to exercise the Option by reason of the Participant’s death at any time prior to the expiration
of twelve (12) months (or such longer or shorter period provided by the Award Agreement) after the date on which the Participant’s
Service terminated, but in any event no later than the Option Expiration Date. The Participant’s Service shall be deemed to have
terminated on account of death if the Participant dies within three (3) months (or such longer or shorter period provided by the
Award Agreement) after the Participant’s termination of Service.


 


(iii)            Termination
for Cause. Notwithstanding any other provision of the Plan to the contrary, if the Participant’s Service is terminated for Cause
or if, following the Participant’s termination of Service and during any period in which the Option otherwise would remain exercisable,
the Participant engages in any act that would constitute Cause, the Option shall terminate in its entirety and cease to be exercisable
immediately upon such termination of Service or act.


 


(iv)            Other
Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death or Cause, the Option,
to the extent unexercised and exercisable for vested shares on the date on which the Participant’s Service terminated, may be exercised
by the Participant at any time prior to the expiration of three (3) months (or such longer or shorter period provided by the Award
Agreement) after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.


 


(b)            Extension
if Exercise Prevented by Law. Notwithstanding the foregoing, other than termination of Service for Cause, if the exercise of an
Option within the applicable time periods set forth in Section 6.4(a) is prevented by the provisions of Section 14 below,
the Option shall remain exercisable until the later of (i) thirty (30) days after the date such exercise first would no longer be
prevented by such provisions or (ii) the end of the applicable time period under Section 6.4(a), but in any event no later than
the Option Expiration Date.


 


6.5            Transferability
of Options. During the lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant’s
guardian or legal representative. An Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer,
assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer
by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee, in its discretion,
and set forth in the Award Agreement evidencing such Option, an Option shall be assignable or transferable subject to the applicable limitations,
if any, described in the General Instructions to Form S-8 under the Securities Act or, in the case of an Incentive Stock Option,
only as permitted by applicable regulations under Section 421 of the Code in a manner that does not disqualify such Option as an
Incentive Stock Option.


 






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7.            Stock
Appreciation Rights.


 


Stock Appreciation Rights shall be evidenced by Award
Agreements specifying the number of shares of Stock subject to the Award, in such form as the Committee shall establish. Such Award Agreements
may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:


 


7.1            Types
of SARs Authorized. SARs may be granted in tandem with all or any portion of a related Option (a “Tandem SAR”)
or may be granted independently of any Option (a “Freestanding SAR”). A Tandem SAR may only be granted concurrently
with the grant of the related Option.


 


7.2            Exercise
Price. The exercise price for each SAR shall be established in the discretion of the Committee; provided, however, that (a) the
exercise price per share subject to a Tandem SAR shall be the exercise price per share under the related Option and (b) the exercise
price per share subject to a Freestanding SAR shall be not less than the Fair Market Value of a share of Stock on the effective date of
grant of the SAR. Notwithstanding the foregoing, an SAR may be granted with an exercise price lower than the minimum exercise price set
forth above if such SAR is granted pursuant to an assumption or substitution for another stock appreciation right in a manner that would
qualify under the provisions of Section 409A of the Code.


 


7.3            Exercisability
and Term of SARs.


 


(a)            Tandem
SARs. Tandem SARs shall be exercisable only at the time and to the extent, and only to the extent, that the related Option is
exercisable, subject to such provisions as the Committee may specify where the Tandem SAR is granted with respect to less than the full
number of shares of Stock subject to the related Option. The Committee may, in its discretion, provide in any Award Agreement evidencing
a Tandem SAR that such SAR may not be exercised without the advance approval of the Company and, if such approval is not given, then the
Option shall nevertheless remain exercisable in accordance with its terms. A Tandem SAR shall terminate and cease to be exercisable no
later than the date on which the related Option expires or is terminated or canceled. Upon the exercise of a Tandem SAR with respect to
some or all of the shares subject to such SAR, the related Option shall be canceled automatically as to the number of shares with respect
to which the Tandem SAR was exercised. Upon the exercise of an Option related to a Tandem SAR as to some or all of the shares subject
to such Option, the related Tandem SAR shall be canceled automatically as to the number of shares with respect to which the related Option
was exercised.


 


(b)            Freestanding
SARs. Freestanding SARs shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions,
performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such SAR;
provided, however, that (i) no Freestanding SAR shall be exercisable after the expiration of ten (10) years after the effective
date of grant of such SAR and (ii) no Freestanding SAR granted to an Employee who is a non-exempt employee for purposes of the Fair
Labor Standards Act of 1938, as amended, shall be first exercisable until at least six (6) months following the date of grant of
such SAR (except in the event of such Employee’s death, disability or retirement, upon a Change in Control, or as otherwise permitted
by the Worker Economic Opportunity Act). Subject to the foregoing, unless otherwise specified by the Committee in the grant of a Freestanding
SAR, each Freestanding SAR shall terminate ten (10) years after the effective date of grant of the SAR, unless earlier terminated
in accordance with its provisions.


 



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7.4            Exercise
of SARs. Upon the exercise (or deemed exercise pursuant to Section 7.5) of an SAR, the Participant (or the
Participant’s legal representative or other person who acquired the right to exercise the SAR by reason of the
Participant’s death) shall be entitled to receive payment of an amount for each share with respect to which the SAR is
exercised equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise of the SAR over the
exercise price. Payment of such amount shall be made (a) in the case of a Tandem SAR, solely in shares of Stock in a lump sum
upon the date of exercise of the SAR and (b) in the case of a Freestanding SAR, in cash, shares of Stock, or any combination
thereof as determined by the Committee, in a lump sum upon the date of exercise of the SAR. When payment is to be made in shares of
Stock, the number of shares to be issued shall be determined on the basis of the Fair Market Value of a share of Stock on the date
of exercise of the SAR. For purposes of Section 7, an SAR shall be deemed exercised on the date on which the Company receives
notice of exercise from the Participant or as otherwise provided in Section 7.5.


 


7.5            Deemed
Exercise of SARs. If, on the date on which an SAR would otherwise terminate or expire, the SAR by its terms remains exercisable immediately
prior to such termination or expiration and, if so exercised, would result in a payment to the holder of such SAR, then any portion of
such SAR which has not previously been exercised shall automatically be deemed to be exercised as of such date with respect to such portion.


 


7.6            Effect
of Termination of Service. Subject to earlier termination of the SAR as otherwise provided herein and unless otherwise provided by
the Committee, an SAR shall be exercisable after a Participant’s termination of Service only to the extent and during the applicable
time period determined in accordance with Section 6.4 (treating the SAR as if it were an Option) and thereafter shall terminate.


 


7.7            Transferability
of SARs. During the lifetime of the Participant, an SAR shall be exercisable only by the Participant or the Participant’s guardian
or legal representative. An SAR shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment,
pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or
by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee, in its discretion, and
set forth in the Award Agreement evidencing such Award, a Tandem SAR related to a Nonstatutory Stock Option or a Freestanding SAR shall
be assignable or transferable subject to the applicable limitations, if any, described in the General Instructions to Form S-8 under
the Securities Act.


 



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8.             Restricted
Stock Awards.


 


 Restricted Stock Awards shall be evidenced by Award Agreements
specifying whether the Award is a Restricted Stock Bonus or a Restricted Stock Purchase Right and the number of shares of Stock subject
to the Award, in such form as the Committee shall establish. Such Award Agreements may incorporate all or any of the terms of the Plan
by reference and shall comply with and be subject to the following terms and conditions:



 


8.1            Types
of Restricted Stock Awards Authorized. Restricted Stock Awards may be granted in the form of either a Restricted Stock Bonus or a
Restricted Stock Purchase Right. Restricted Stock Awards may be granted upon such conditions as the Committee shall determine, including,
without limitation, upon the attainment of one or more Performance Goals described in Section 10.4. If either the grant of or satisfaction
of Vesting Conditions applicable to a Restricted Stock Award is to be contingent upon the attainment of one or more Performance Goals,
the Committee shall follow procedures substantially equivalent to those set forth in Sections 10.3 through 10.5(a).


 


8.2            Purchase
Price. The purchase price for shares of Stock issuable under each Restricted Stock Purchase Right shall be established by the Committee
in its discretion. No monetary payment (other than applicable tax withholding) shall be required as a condition of receiving shares of
Stock pursuant to a Restricted Stock Bonus, the consideration for which shall be services actually rendered to a Participating Company
or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration
in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value
of the shares of Stock subject to a Restricted Stock Award.


 


8.3            Purchase
Period. A Restricted Stock Purchase Right shall be exercisable within a period established by the Committee, which shall in no event
exceed thirty (30) days from the effective date of the grant of the Restricted Stock Purchase Right.


 


8.4            Payment
of Purchase Price. Except as otherwise provided below, payment of the purchase price for the number of shares of Stock being purchased
pursuant to any Restricted Stock Purchase Right shall be made (a) in cash, by check or in cash equivalent, (b) by such other
consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (c) by any combination
thereof.


 


8.5            Vesting
and Restrictions on Transfer. Shares issued pursuant to any Restricted Stock Award may (but need not) be made subject to Vesting Conditions
based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation,
Performance Goals as described in Section 10.4, as shall be established by the Committee and set forth in the Award Agreement evidencing
such Award. During any period in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, such
shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of other than pursuant to an Ownership Change
Event or as provided in Section 8.8. The Committee, in its discretion, may provide in any Award Agreement evidencing a Restricted
Stock Award that, if the satisfaction of Vesting Conditions with respect to any shares subject to such Restricted Stock Award would otherwise
occur on a day on which the sale of such shares would violate the provisions of the Trading Compliance Policy, then satisfaction of the
Vesting Conditions automatically shall be determined on the next trading day on which the sale of such shares would not violate the Trading
Compliance Policy. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior
to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of
Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.


 






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8.6            Voting
Rights; Dividends and Distributions. Except as provided in this Section, Section 8.5 and any Award Agreement, during any period
in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, the Participant shall have all of
the rights of a stockholder of the Company holding shares of Stock, including the right to vote such shares and to receive all dividends
and other distributions paid with respect to such shares; provided, however, that if so determined by the Committee and provided by the
Award Agreement, such dividends and distributions shall be subject to the same Vesting Conditions as the shares subject to the Restricted
Stock Award with respect to which such dividends or distributions were paid, and otherwise shall be paid no later than the end of the
calendar year in which such dividends or distributions are paid to stockholders (or, if later, the 15th day of the third month following
the date such dividends or distributions are paid to stockholders). In the event of a dividend or distribution paid in shares of Stock
or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.5,
any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which the Participant
is entitled by reason of the Participant’s Restricted Stock Award shall be immediately subject to the same Vesting Conditions as
the shares subject to the Restricted Stock Award with respect to which such dividends or distributions were paid or adjustments were made.


 


8.7            Effect
of Termination of Service. Unless otherwise provided by the Committee in the Award Agreement evidencing a Restricted Stock Award,
if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death
or disability), then (a) the Company shall have the option to repurchase for the purchase price paid by the Participant any shares
acquired by the Participant pursuant to a Restricted Stock Purchase Right which remain subject to Vesting Conditions as of the date of
the Participant’s termination of Service and (b) the Participant shall forfeit to the Company any shares acquired by the Participant
pursuant to a Restricted Stock Bonus which remain subject to Vesting Conditions as of the date of the Participant’s termination
of Service. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then
exercisable, to one or more persons as may be selected by the Company.


 


8.8            Nontransferability
of Restricted Stock Award Rights. Rights to acquire shares of Stock pursuant to a Restricted Stock Award shall not be subject in any
manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment by creditors of the Participant
or the Participant’s beneficiary, except transfer by will or the laws of descent and distribution. All rights with respect to a
Restricted Stock Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or
the Participant’s guardian or legal representative.


 






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9.            Restricted
Stock Units.


 


Restricted Stock Unit Awards shall be evidenced by
Award Agreements specifying the number of Restricted Stock Units subject to the Award, in such form as the Committee shall establish.
Such Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following
terms and conditions:


 


9.1            Grant
of Restricted Stock Unit Awards. Restricted Stock Unit Awards may be granted upon such conditions as the Committee shall determine,
including, without limitation, upon the attainment of one or more Performance Goals described in Section 10.4. If either the grant
of a Restricted Stock Unit Award or the Vesting Conditions with respect to such Award is to be contingent upon the attainment of one or
more Performance Goals, the Committee shall follow procedures substantially equivalent to those set forth in Sections 10.3 through 10.5(a).


 


9.2            Purchase
Price. No monetary payment (other than applicable tax withholding, if any) shall be required as a condition of receiving a Restricted
Stock Unit Award, the consideration for which shall be services actually rendered to a Participating Company or for its benefit. Notwithstanding
the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past
services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued
upon settlement of the Restricted Stock Unit Award.


 


9.3            Vesting.
Restricted Stock Unit Awards may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements,
conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 10.4,
as shall be established by the Committee and set forth in the Award Agreement evidencing such Award.


 


9.4            Voting
Rights, Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock represented
by Restricted Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company). However, the Committee, in its discretion, may provide in the Award Agreement
evidencing any Restricted Stock Unit Award that the Participant shall be entitled to Dividend Equivalent Rights with respect to the payment
of cash dividends on Stock during the period beginning on the date such Award is granted and ending, with respect to each share subject
to the Award, on the earlier of the date the Award is settled or the date on which it is terminated. Dividend Equivalent Rights, if any,
shall be paid by crediting the Participant with a cash amount or with additional whole Restricted Stock Units as of the date of payment
of such cash dividends on Stock, as determined by the Committee. The number of additional Restricted Stock Units (rounded to the nearest
whole number), if any, to be credited shall be determined by dividing (a) the amount of cash dividends paid on the dividend payment
date with respect to the number of shares of Stock represented by the Restricted Stock Units previously credited to the Participant by
(b) the Fair Market Value per share of Stock on such date. Such cash amount or additional Restricted Stock Units shall be subject
to the same terms and conditions and shall be settled in the same manner and at the same time as the Restricted Stock Units originally
subject to the Restricted Stock Unit Award. In the event of a dividend or distribution paid in shares of Stock or other property or any
other adjustment made upon a change in the capital structure of the Company as described in Section 4.5, appropriate adjustments
shall be made in the Participant’s Restricted Stock Unit Award so that it represents the right to receive upon settlement any and
all new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which the Participant
would be entitled by reason of the shares of Stock issuable upon settlement of the Award, and all such new, substituted or additional
securities or other property shall be immediately subject to the same Vesting Conditions as are applicable to the Award.


 






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9.5            Effect
of Termination of Service. Unless otherwise provided by the Committee and set forth in the Award Agreement evidencing a Restricted
Stock Unit Award, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s
death or disability), then the Participant shall forfeit to the Company any Restricted Stock Units pursuant to the Award which remain
subject to Vesting Conditions as of the date of the Participant’s termination of Service.


 


9.6            Settlement
of Restricted Stock Unit Awards. The Company shall issue to a Participant on the date on which Restricted Stock Units subject to the
Participant’s Restricted Stock Unit Award vest or on such other date determined by the Committee in compliance with Section 409A,
if applicable, and set forth in the Award Agreement one (1) share of Stock (and/or any other new, substituted or additional securities
or other property pursuant to an adjustment described in Section 9.4) for each Restricted Stock Unit then becoming vested or otherwise
to be settled on such date, subject to the withholding of applicable taxes, if any. The Committee, in its discretion, may provide in any
Award Agreement evidencing a Restricted Stock Unit Award that if the settlement date with respect to any shares issuable upon vesting
of Restricted Stock Units would otherwise occur on a day on which the sale of such shares would violate the provisions of the Trading
Compliance Policy, then the settlement date shall be deferred until the next trading day on which the sale of such shares would not violate
the Trading Compliance Policy but in any event no later than the 15th day of the third calendar month following the year in
which such Restricted Stock Units vest. If permitted by the Committee, the Participant may elect, consistent with the requirements of
Section 409A, to defer receipt of all or any portion of the shares of Stock or other property otherwise issuable to the Participant
pursuant to this Section, and such deferred issuance date(s) and amount(s) elected by the Participant shall be set forth in
the Award Agreement. Notwithstanding the foregoing, the Committee, in its discretion, may provide for settlement of any Restricted Stock
Unit Award by payment to the Participant in cash of an amount equal to the Fair Market Value on the payment date of the shares of Stock
or other property otherwise issuable to the Participant pursuant to this Section.


 


9.7            Nontransferability
of Restricted Stock Unit Awards. The right to receive shares pursuant to a Restricted Stock Unit Award shall not be subject in any
manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant
or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to
a Restricted Stock Unit Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant
or the Participant’s guardian or legal representative.


 



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10.            Performance
Awards.


 


Performance Awards shall be evidenced by Award Agreements
in such form as the Committee shall establish. Such Award Agreements may incorporate all or any of the terms of the Plan by reference
and shall comply with and be subject to the following terms and conditions:


 


10.1            Types
of Performance Awards Authorized. Performance Awards may be granted in the form of either Performance Shares or Performance Units.
Each Award Agreement evidencing a Performance Award shall specify the number of Performance Shares or Performance Units subject thereto,
the Performance Award Formula, the Performance Goal(s) and Performance Period applicable to the Award, and the other terms, conditions
and restrictions of the Award.


 


10.2            Initial
Value of Performance Shares and Performance Units. Unless otherwise provided by the Committee in granting a Performance Award, each
Performance Share shall have an initial monetary value equal to the Fair Market Value of one (1) share of Stock, subject to adjustment
as provided in Section 4.5, on the effective date of grant of the Performance Share, and each Performance Unit shall have an initial
monetary value established by the Committee at the time of grant. The final value payable to the Participant in settlement of a Performance
Award determined on the basis of the applicable Performance Award Formula will depend on the extent to which Performance Goals established
by the Committee are attained within the applicable Performance Period established by the Committee.


 


10.3            Establishment
of Performance Period, Performance Goals and Performance Award Formula. In granting each Performance Award, the Committee shall establish
in writing the applicable Performance Period, Performance Award Formula and one or more Performance Goals which, when measured at the
end of the Performance Period, shall determine on the basis of the Performance Award Formula the final value of the Performance Award
to be paid to the Participant. The Company shall notify each Participant granted a Performance Award of the terms of such Award, including
the Performance Period, Performance Goal(s) and Performance Award Formula.


 






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10.4            Measurement
of Performance Goals. Performance Goals shall be established by the Committee on the basis of targets to be attained (“Performance
Targets”) with respect to one or more measures of business or financial performance or other criteria established by the
Committee (each, a “Performance Measure”), subject to the following:


 


(a)            Performance
Measures. Performance Measures based on objective criteria shall be calculated in accordance with the Company’s financial
statements, or, if such measures are not reported in the Company’s financial statements, they shall be calculated in accordance
with generally accepted accounting principles, a method used generally in the Company’s industry, or in accordance with a methodology
established by the Committee prior to the grant of the Performance Award. Performance Measures based on subjective criteria shall be determined
on the basis established by the Committee in granting the Award. As specified by the Committee, Performance Measures may be calculated
with respect to the Company and each Subsidiary Corporation consolidated therewith for financial reporting purposes, one or more Subsidiary
Corporations or such division or other business unit of any of them selected by the Committee. Unless otherwise determined by the Committee
prior to the grant of the Performance Award, the Performance Measures applicable to the Performance Award shall be calculated prior to
the accrual of expense for any Performance Award for the same Performance Period and excluding the effect (whether positive or negative)
on the Performance Measures of any change in accounting standards or any unusual or infrequently occurring event or transaction, as determined
by the Committee, occurring after the establishment of the Performance Goals applicable to the Performance Award. Each such adjustment,
if any, shall be made solely for the purpose of providing a consistent basis from period to period for the calculation of Performance
Measures in order to prevent the dilution or enlargement of the Participant’s rights with respect to a Performance Award. Performance
Measures may be based upon one or more of the following, without limitation, as determined by the Committee:


 


(i)            revenue;


 


(ii)           sales;


 


(iii)          expenses;


 


(iv)         operating
income;


 


(v)          gross
margin;


 


(vi)         operating
margin;


 


(vii)        earnings
before any one or more of: stock-based compensation expense, interest, taxes, depreciation and amortization;


 


(viii)       pre-tax
profit;


 


(ix)          net
operating income;


 


(x)           net
income;


 


(xi)          economic
value added;


 


(xii)         free
cash flow;


 


(xiii)        operating
cash flow;


 


(xiv)        balance
of cash, cash equivalents and marketable securities;


 


(xv)         stock
price;


 


(xvi)        earnings
per share;


 


(xvii)       return
on stockholder equity;


 


(xviii)      return
on capital;


 






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(xix)         return
on assets;


 


(xx)          return
on investment;


 


(xxi)         total
stockholder return;


 


(xxii)        employee
satisfaction;


 


(xxiii)       employee
retention;


 


(xxiv)       market
share;


 


(xxv)        customer
satisfaction;


 


(xxvi)       product
development;


 


(xxvii)      research
and development expenses;


 


(xxviii)    completion
of an identified special project;


 


(xxix)       completion
of a joint venture or other corporate transaction; and


 


(xxx)        personal
performance objectives established for an individual Participant or group of Participants.


 


(b)            Performance
Targets. Performance Targets may include a minimum, maximum, target level and intermediate levels of performance, with the final
value of a Performance Award determined under the applicable Performance Award Formula by the Performance Target level attained during
the applicable Performance Period. A Performance Target may be stated as an absolute value, an increase or decrease in a value, or as
a value determined relative to an index, budget or other standard selected by the Committee.


 


10.5            Settlement
of Performance Awards.


 


(a)            Determination
of Final Value. As soon as practicable following the completion of the Performance Period applicable to a Performance Award, the
Committee shall determine the extent to which the applicable Performance Goals have been attained and the resulting final value of the
Award earned by the Participant and to be paid upon its settlement in accordance with the applicable Performance Award Formula.


 


(b)            Discretionary
Adjustment of Award Formula. In its discretion, the Committee may, either at the time it grants a Performance Award or at any
time thereafter, provide for the positive or negative adjustment of the Performance Award Formula applicable to a Performance Award to
reflect such Participant’s individual performance in his or her position with the Company or such other factors as the Committee
may determine.


 






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(c)            Effect
of Leaves of Absence. Unless otherwise required by law or a Participant’s Award Agreement, payment of the final value,
if any, of a Performance Award held by a Participant who has taken in excess of thirty (30) days in unpaid leaves of absence during a
Performance Period shall be prorated on the basis of the number of days of the Participant’s Service during the Performance Period
during which the Participant was not on an unpaid leave of absence.


 


(d)            Notice
to Participants. As soon as practicable following the Committee’s determination in accordance with Sections 10.5(a) and
(b), the Company shall notify each Participant of the determination of the Committee.


 


(e)            Payment
in Settlement of Performance Awards. As soon as practicable following the Committee’s determination in accordance with Sections 10.5(a) and
(b), but in any event within the Short-Term Deferral Period described in Section 15.1 (except as otherwise provided below or consistent
with the requirements of Section 409A), payment shall be made to each eligible Participant (or such Participant’s legal representative
or other person who acquired the right to receive such payment by reason of the Participant’s death) of the final value of the Participant’s
Performance Award. Payment of such amount shall be made in cash, shares of Stock, or a combination thereof as determined by the Committee.
Unless otherwise provided in the Award Agreement evidencing a Performance Award, payment shall be made in a lump sum. If permitted by
the Committee, the Participant may elect, consistent with the requirements of Section 409A, to defer receipt of all or any portion
of the payment to be made to the Participant pursuant to this Section, and such deferred payment date(s) elected by the Participant
shall be set forth in the Award Agreement. If any payment is to be made on a deferred basis, the Committee may, but shall not be obligated
to, provide for the payment during the deferral period of Dividend Equivalent Rights or interest.


 


(f)            Provisions
Applicable to Payment in Shares. If payment is to be made in shares of Stock, the number of such shares shall be determined by
dividing the final value of the Performance Award by the Fair Market Value of a share of Stock determined by the method specified in the
Award Agreement. Shares of Stock issued in payment of any Performance Award may be fully vested and freely transferable shares or may
be shares of Stock subject to Vesting Conditions as provided in Section 8.5. Any shares subject to Vesting Conditions shall be evidenced
by an appropriate Award Agreement and shall be subject to the provisions of Sections 8.5 through 8.8 above.


 






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10.6            Voting
Rights; Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock represented
by Performance Share Awards until the date of the issuance of such shares, if any (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company). However, the Committee, in its discretion, may provide in the Award
Agreement evidencing any Performance Share Award that the Participant shall be entitled to Dividend Equivalent Rights with respect to
the payment of cash dividends on Stock during the period beginning on the date the Award is granted and ending, with respect to each share
subject to the Award, on the earlier of the date on which the Performance Shares are settled or the date on which they are forfeited.
Such Dividend Equivalent Rights, if any, shall be credited to the Participant either in cash or in the form of additional whole Performance
Shares as of the date of payment of such cash dividends on Stock, as determined by the Committee. The number of additional Performance
Shares (rounded to the nearest whole number), if any, to be so credited shall be determined by dividing (a) the amount of cash dividends
paid on the dividend payment date with respect to the number of shares of Stock represented by the Performance Shares previously credited
to the Participant by (b) the Fair Market Value per share of Stock on such date. Dividend Equivalent Rights, if any, shall be accumulated
and paid to the extent that the related Performance Shares become nonforfeitable. Settlement of Dividend Equivalent Rights may be made
in cash, shares of Stock, or a combination thereof as determined by the Committee, and may be paid on the same basis as settlement of
the related Performance Share as provided in Section 10.5. Dividend Equivalent Rights shall not be paid with respect to Performance
Units. In the event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change
in the capital structure of the Company as described in Section 4.5, appropriate adjustments shall be made in the Participant’s
Performance Share Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities
or other property (other than regular, periodic cash dividends) to which the Participant would be entitled by reason of the shares of
Stock issuable upon settlement of the Performance Share Award, and all such new, substituted or additional securities or other property
shall be immediately subject to the same Performance Goals as are applicable to the Award.


 


10.7            Effect
of Termination of Service. Unless otherwise provided by the Committee and set forth in the Award Agreement evidencing a Performance
Award, the effect of a Participant’s termination of Service on the Performance Award shall be as follows:


 


(a)            Death
or Disability. If the Participant’s Service terminates because of the death or Disability of the Participant before the
completion of the Performance Period applicable to the Performance Award, the final value of the Participant’s Performance Award
shall be determined by the extent to which the applicable Performance Goals have been attained with respect to the entire Performance
Period and shall be prorated based on the number of months of the Participant’s Service during the Performance Period. Payment shall
be made following the end of the Performance Period in any manner permitted by Section 10.5.


 


(b)            Other
Termination of Service. If the Participant’s Service terminates for any reason except death or Disability before the completion
of the Performance Period applicable to the Performance Award, such Award shall be forfeited in its entirety; provided, however, that
in the event of an involuntary termination of the Participant’s Service, the Committee, in its discretion, may waive the automatic
forfeiture of all or any portion of any such Award and determine the final value of the Performance Award in the manner provided by Section 10.7(a).
Payment of any amount pursuant to this Section shall be made following the end of the Performance Period in any manner permitted
by Section 10.5.


 


10.8            Nontransferability
of Performance Awards. Prior to settlement in accordance with the provisions of the Plan, no Performance Award shall be subject in
any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the
Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with
respect to a Performance Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant
or the Participant’s guardian or legal representative.


 



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11.            Cash-Based
Awards and Other Stock-Based Awards.


 


Cash-Based Awards and Other Stock-Based Awards shall
be evidenced by Award Agreements in such form as the Committee shall establish. Such Award Agreements may incorporate all or any of the
terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:


 


11.1            Grant
of Cash-Based Awards. Subject to the provisions of the Plan, the Committee, at any time and from time to time, may grant Cash-Based
Awards to Participants in such amounts and upon such terms and conditions, including the achievement of performance criteria, as the Committee
may determine.


 


11.2            Grant
of Other Stock-Based Awards. The Committee may grant other types of equity-based or equity-related Awards not otherwise described
by the terms of this Plan (including the grant or offer for sale of unrestricted securities, stock-equivalent units, stock appreciation
units, securities or debentures convertible into common stock or other forms determined by the Committee) in such amounts and subject
to such terms and conditions as the Committee shall determine. Other Stock-Based Awards may be made available as a form of payment in
the settlement of other Awards or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards
may involve the transfer of actual shares of Stock to Participants, or payment in cash or otherwise of amounts based on the value of Stock
and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other
than the United States.


 


11.3            Value
of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a monetary payment amount or payment range as determined
by the Committee. Each Other Stock-Based Award shall be expressed in terms of shares of Stock or units based on such shares of Stock,
as determined by the Committee. The Committee may require the satisfaction of such Service requirements, conditions, restrictions or performance
criteria, including, without limitation, Performance Goals as described in Section 10.4, as shall be established by the Committee
and set forth in the Award Agreement evidencing such Award. If the Committee exercises its discretion to establish performance criteria,
the final value of Cash-Based Awards or Other Stock-Based Awards that will be paid to the Participant will depend on the extent to which
the performance criteria are met.


 


11.4            Payment
or Settlement of Cash-Based Awards and Other Stock-Based Awards. Payment or settlement, if any, with respect to a Cash-Based Award
or an Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash, shares of Stock or other securities or
any combination thereof as the Committee determines. To the extent applicable, payment or settlement with respect to each Cash-Based Award
and Other Stock-Based Award shall be made in compliance with the requirements of Section 409A.


 






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11.5            Voting
Rights; Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock represented
by Other Stock-Based Awards until the date of the issuance of such shares of Stock (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), if any, in settlement of such Award. However, the Committee, in
its discretion, may provide in the Award Agreement evidencing any Other Stock-Based Award that the Participant shall be entitled to Dividend
Equivalent Rights with respect to the payment of cash dividends on Stock during the period beginning on the date such Award is granted
and ending, with respect to each share subject to the Award, on the earlier of the date the Award is settled or the date on which it is
terminated. Such Dividend Equivalent Rights, if any, shall be paid in accordance with the provisions set forth in Section 9.4. Dividend
Equivalent Rights shall not be granted with respect to Cash-Based Awards. In the event of a dividend or distribution paid in shares of
Stock or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.5,
appropriate adjustments shall be made in the Participant’s Other Stock-Based Award so that it represents the right to receive upon
settlement any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which
the Participant would be entitled by reason of the shares of Stock issuable upon settlement of such Award, and all such new, substituted
or additional securities or other property shall be immediately subject to the same Vesting Conditions and performance criteria, if any,
as are applicable to the Award.


 


11.6            Effect
of Termination of Service. Each Award Agreement evidencing a Cash-Based Award or Other Stock-Based Award shall set forth the extent
to which the Participant shall have the right to retain such Award following termination of the Participant’s Service. Such provisions
shall be determined in the discretion of the Committee, need not be uniform among all Cash-Based Awards or Other Stock-Based Awards, and
may reflect distinctions based on the reasons for termination, subject to the requirements of Section 409A, if applicable.


 


11.7            Nontransferability
of Cash-Based Awards and Other Stock-Based Awards. Prior to the payment or settlement of a Cash-Based Award or Other Stock-Based Award,
the Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or
garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent
and distribution. The Committee may impose such additional restrictions on any shares of Stock issued in settlement of Cash-Based Awards
and Other Stock-Based Awards as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions
under applicable federal securities laws, under the requirements of any stock exchange or market upon which such shares of Stock are then
listed and/or traded, or under any state securities laws or foreign law applicable to such shares of Stock.


 


12.            Standard
Forms of Award Agreement.


 


12.1            Award
Agreements. Each Award shall comply with and be subject to the terms and conditions set forth in the appropriate form of Award
Agreement approved by the Committee and as amended from time to time. No Award or purported Award shall be a valid and binding obligation
of the Company unless evidenced by a fully executed Award Agreement, which execution may be evidenced by electronic means.


 


12.2            Authority
to Vary Terms. The Committee shall have the authority from time to time to vary the terms of any standard form of Award Agreement
either in connection with the grant or amendment of an individual Award or in connection with the authorization of a new standard form
or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form or forms of Award Agreement
are not inconsistent with the terms of the Plan.


 






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13.            Change
in Control.


 


13.1            Effect
of Change in Control on Awards. In the event of a Change in Control, outstanding Awards shall be subject to the definitive agreement
entered into by the Company in connection with the Change in Control. Subject to the requirements and limitations of Section 409A,
if applicable, the Committee may provide for any one or more of the following:


 


(a)            Accelerated
Vesting. In its discretion, the Committee may provide in the grant of any Award or at any other time may take such action as it
deems appropriate to provide for acceleration of the exercisability, vesting and/or settlement in connection with a Change in Control
of each or any outstanding Award or portion thereof and shares acquired pursuant thereto upon such conditions, including termination of
the Participant’s Service prior to, upon, or following the Change in Control, and to such extent as the Committee determines.


 


(b)            Assumption,
Continuation or Substitution. In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation
or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of
any Participant, assume or continue the Company’s rights and obligations under each or any Award or portion thereof outstanding
immediately prior to the Change in Control or substitute for each or any such outstanding Award or portion thereof a substantially equivalent
award with respect to the Acquiror’s stock, as applicable. For purposes of this Section, if so determined by the Committee in its
discretion, an Award denominated in shares of Stock shall be deemed assumed if, following the Change in Control, the Award confers the
right to receive, subject to the terms and conditions of the Plan and the applicable Award Agreement, for each share of Stock subject
to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination
thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled (and if holders were offered
a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided,
however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide
for the consideration to be received upon the exercise or settlement of the Award, for each share of Stock subject to the Award, to consist
solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant
to the Change in Control. Any Award or portion thereof which is neither assumed or continued by the Acquiror in connection with the Change
in Control nor exercised or settled as of the time of consummation of the Change in Control shall terminate and cease to be outstanding
effective as of the time of consummation of the Change in Control.


 






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(c)            Cash-Out
of Outstanding Stock-Based Awards. The Committee may, in its discretion and without the consent of any Participant, determine
that, upon the occurrence of a Change in Control, each or any Award denominated in shares of Stock or portion thereof outstanding immediately
prior to the Change in Control and not previously exercised or settled shall be canceled in exchange for a payment with respect to each
vested share (and each unvested share, if so determined by the Committee) of Stock subject to such canceled Award in (i) cash, (ii) stock
of the Company or of a corporation or other business entity a party to the Change in Control, or (iii) other property which, in any
such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per share of
Stock in the Change in Control, reduced (but not below zero) by the exercise or purchase price per share, if any, under such Award. In
the event such determination is made by the Committee, an Award having an exercise or purchase price per share equal to or greater than
the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control may be canceled without payment of consideration
to the holder thereof. Payment pursuant to this Section (reduced by applicable withholding taxes, if any) shall be made to Participants
in respect of the vested portions of their canceled Awards as soon as practicable following the date of the Change in Control and in respect
of the unvested portions of their canceled Awards in accordance with the vesting schedules applicable to such Awards.


 


13.2            Effect
of Change in Control on Nonemployee Director Awards. Subject to the requirements and limitations of Section 409A, if applicable,
including as provided by Section 15.4(f), in the event of a Change in Control, each outstanding Nonemployee Director Award shall
become immediately exercisable and vested in full and, except to the extent assumed, continued or substituted for pursuant to Section 13.1(b),
shall be settled effective immediately prior to the time of consummation of the Change in Control.


 


13.3            Federal
Excise Tax Under Section 4999 of the Code.


 


(a)            Excess
Parachute Payment. If any acceleration of vesting pursuant to an Award and any other payment or benefit received or to be received
by a Participant would subject the Participant to any excise tax pursuant to Section 4999 of the Code due to the characterization
of such acceleration of vesting, payment or benefit as an “excess parachute payment” under Section 280G of the Code,
then, provided such election would not subject the Participant to taxation under Section 409A, the Participant may elect to reduce
the amount of any acceleration of vesting called for under the Award in order to avoid such characterization.


 


(b)            Determination
by Tax Firm. To aid the Participant in making any election called for under Section 13.3(a), no later than the date of the
occurrence of any event that might reasonably be anticipated to result in an “excess parachute payment” to the Participant
as described in Section 13.3(a), the Company shall request a determination in writing by the professional firm engaged by the Company
for general tax purposes, or, if the tax firm so engaged by the Company is serving as accountant or auditor for the Acquiror, the Company
will appoint a nationally recognized tax firm to make the determinations required by this Section (the “Tax Firm”).
As soon as practicable thereafter, the Tax Firm shall determine and report to the Company and the Participant the amount of such acceleration
of vesting, payments and benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination,
the Tax Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The
Company and the Participant shall furnish to the Tax Firm such information and documents as the Tax Firm may reasonably request in order
to make its required determination. The Company shall bear all fees and expenses the Tax Firm charges in connection with its services
contemplated by this Section.


 



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14.            Compliance
with Securities Law.


 


The grant of Awards and the issuance of shares of
Stock pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect
to such securities and the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no
Award may be exercised or shares issued pursuant to an Award unless (a) a registration statement under the Securities Act shall at
the time of such exercise or issuance be in effect with respect to the shares issuable pursuant to the Award, or (b) in the opinion
of legal counsel to the Company, the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable
exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any
shares under the Plan shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such
requisite authority shall not have been obtained. As a condition to issuance of any Stock, the Company may require the Participant to
satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make
any representation or warranty with respect thereto as may be requested by the Company.


 


15.            Compliance
with Section 409A.


 


15.1            Awards
Subject to Section 409A.The Company intends that Awards granted pursuant to the Plan shall either be exempt from or comply with
Section 409A, and the Plan shall be so construed. The provisions of this Section 15 shall apply to any Award or portion thereof
that constitutes or provides for payment of Section 409A Deferred Compensation. Such Awards may include, without limitation:


 


(a)            A
Nonstatutory Stock Option or SAR that includes any feature for the deferral of compensation other than the deferral of recognition of
income until the later of (i) the exercise or disposition of the Award or (ii) the time the stock acquired pursuant to the exercise
of the Award first becomes substantially vested.


 


(b)            Any
Restricted Stock Unit Award, Performance Award, Cash-Based Award or Other Stock-Based Award that either (i) provides by its terms
for settlement of all or any portion of the Award at a time or upon an event that will or may occur later than the end of the Short-Term
Deferral Period (as defined below) or (ii) permits the Participant granted the Award to elect one or more dates or events upon which
the Award will be settled after the end of the Short-Term Deferral Period.


 


Subject to the provisions of Section 409A,
the term “Short-Term Deferral Period” means the 21⁄2 month period ending on the later of (i) the
15th day of the third month following the end of the Participant’s taxable year in which the right to payment under the applicable
portion of the Award is no longer subject to a substantial risk of forfeiture or (ii) the 15th day of the third month following the
end of the Company’s taxable year in which the right to payment under the applicable portion of the Award is no longer subject to
a substantial risk of forfeiture. For this purpose, the term “substantial risk of forfeiture” shall have the meaning provided
by Section 409A.


 






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15.2            Deferral
and/or Distribution Elections. Except as otherwise permitted or required by Section 409A, the following rules shall apply
to any compensation deferral and/or payment elections (each, an “Election”) that may be permitted or required
by the Committee pursuant to an Award providing Section 409A Deferred Compensation:


 


(a)            Elections
must be in writing and specify the amount of the payment in settlement of an Award being deferred, as well as the time and form of payment
as permitted by this Plan.


 


(b)            Elections
shall be made by the end of the Participant’s taxable year prior to the year in which services commence for which an Award may be
granted to the Participant.


 


(c)            Elections
shall continue in effect until a written revocation or change in Election is received by the Company, except that a written revocation
or change in Election must be received by the Company prior to the last day for making the Election determined in accordance with paragraph (b) above
or as permitted by Section 15.3.


 


15.3            Subsequent
Elections. Except as otherwise permitted or required by Section 409A, any Award providing Section 409A Deferred Compensation
which permits a subsequent Election to delay the payment or change the form of payment in settlement of such Award shall comply with the
following requirements:


 


(a)            No
subsequent Election may take effect until at least twelve (12) months after the date on which the subsequent Election is made.


 


(b)            Each
subsequent Election related to a payment in settlement of an Award not described in Section 15.4(a)(ii), 15.4(a)(iii) or 15.4(a)(vi) must
result in a delay of the payment for a period of not less than five (5) years from the date on which such payment would otherwise
have been made.


 


(c)            No
subsequent Election related to a payment pursuant to Section 15.4(a)(iv) shall be made less than twelve (12) months before the
date on which such payment would otherwise have been made.


 


(d)            Subsequent
Elections shall continue in effect until a written revocation or change in the subsequent Election is received by the Company, except
that a written revocation or change in a subsequent Election must be received by the Company prior to the last day for making the subsequent
Election determined in accordance the preceding paragraphs of this Section 15.3.


 






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15.4            Payment
of Section 409A Deferred Compensation.


 


(a)            Permissible
Payments. Except as otherwise permitted or required by Section 409A, an Award providing Section 409A Deferred Compensation
must provide for payment in settlement of the Award only upon one or more of the following:


 


(i)            The
Participant’s “separation from service” (as defined by Section 409A);


 


(ii)           The
Participant’s becoming “disabled” (as defined by Section 409A);


 


(iii)          The
Participant’s death;


 


(iv)          A
time or fixed schedule that is either (i) specified by the Committee upon the grant of an Award and set forth in the Award Agreement
evidencing such Award or (ii) specified by the Participant in an Election complying with the requirements of Section 15.2 or
15.3, as applicable;


 


(v)           A
change in the ownership or effective control or the Company or in the ownership of a substantial portion of the assets of the Company
determined in accordance with Section 409A; or


 


(vi)          The
occurrence of an “unforeseeable emergency” (as defined by Section 409A).


 


(b)            Installment
Payments. It is the intent of this Plan that any right of a Participant to receive installment payments (within the meaning of
Section 409A) shall, for all purposes of Section 409A, be treated as a right to a series of separate payments.


 


(c)            Required
Delay in Payment to Specified Employee Pursuant to Separation from Service. Notwithstanding any provision of the Plan or an Award
Agreement to the contrary, except as otherwise permitted by Section 409A, no payment pursuant to Section 15.4(a)(i) in
settlement of an Award providing for Section 409A Deferred Compensation may be made to a Participant who is a “specified employee”
(as defined by Section 409A) as of the date of the Participant’s separation from service before the date (the “Delayed
Payment Date”) that is six (6) months after the date of such Participant’s separation from service, or,
if earlier, the date of the Participant’s death. All such amounts that would, but for this paragraph, become payable prior to the
Delayed Payment Date shall be accumulated and paid on the Delayed Payment Date.


 


(d)            Payment
Upon Disability. All distributions of Section 409A Deferred Compensation payable pursuant to Section 15.4(a)(ii) by
reason of a Participant becoming disabled shall be paid in a lump sum or in periodic installments as established by the Participant’s
Election. If the Participant has made no Election with respect to distributions of Section 409A Deferred Compensation upon becoming
disabled, all such distributions shall be paid in a lump sum upon the determination that the Participant has become disabled.


 


(e)            Payment
Upon Death. If a Participant dies before complete distribution of amounts payable upon settlement of an Award subject to Section 409A,
such undistributed amounts shall be distributed to his or her beneficiary under the distribution method for death established by the Participant’s
Election upon receipt by the Committee of satisfactory notice and confirmation of the Participant’s death. If the Participant has
made no Election with respect to distributions of Section 409A Deferred Compensation upon death, all such distributions shall be
paid in a lump sum upon receipt by the Committee of satisfactory notice and confirmation of the Participant’s death.


 



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(f)            Payment
Upon Change in Control. Notwithstanding any provision of the Plan or an Award Agreement to the contrary, to the extent that any
amount constituting Section 409A Deferred Compensation would become payable under this Plan by reason of a Change in Control, such
amount shall become payable only if the event constituting a Change in Control would also constitute a change in ownership or effective
control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A.
Any Award which constitutes Section 409A Deferred Compensation and which would vest and otherwise become payable upon a Change in
Control as a result of the failure of the Acquiror to assume, continue or substitute for such Award in accordance with Section 13.1(b) shall
vest to the extent provided by such Award but shall be converted automatically at the effective time of such Change in Control into a
right to receive, in cash on the date or dates such award would have been settled in accordance with its then existing settlement schedule
(or as required by Section 15.4(c)), an amount or amounts equal in the aggregate to the intrinsic value of the Award at the time
of the Change in Control.


 


(g)            Payment
Upon Unforeseeable Emergency. The Committee shall have the authority to provide in the Award Agreement evidencing any Award providing
for Section 409A Deferred Compensation for payment pursuant to Section 15.4(a)(vi) in settlement of all or a portion of
such Award in the event that a Participant establishes, to the satisfaction of the Committee, the occurrence of an unforeseeable emergency.
In such event, the amount(s) distributed with respect to such unforeseeable emergency cannot exceed the amounts reasonably necessary
to satisfy the emergency need plus amounts necessary to pay taxes reasonably anticipated as a result of such distribution(s), after taking
into account the extent to which such emergency need is or may be relieved through reimbursement or compensation by insurance or otherwise,
by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial
hardship) or by cessation of deferrals under the Award. All distributions with respect to an unforeseeable emergency shall be made in
a lump sum upon the Committee’s determination that an unforeseeable emergency has occurred. The Committee’s decision with
respect to whether an unforeseeable emergency has occurred and the manner in which, if at all, the payment in settlement of an Award shall
be altered or modified, shall be final, conclusive, and not subject to approval or appeal.


 


(h)            Prohibition
of Acceleration of Payments. Notwithstanding any provision of the Plan or an Award Agreement to the contrary, this Plan does not
permit the acceleration of the time or schedule of any payment under an Award providing Section 409A Deferred Compensation, except
as permitted by Section 409A.


 


(i)            No
Representation Regarding Section 409A Compliance. Notwithstanding any other provision of the Plan, the Company makes no representation
that Awards shall be exempt from or comply with Section 409A. No Participating Company shall be liable for any tax, penalty or interest
imposed on a Participant by Section 409A.


 



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16.            Tax
Withholding.


 


16.1            Tax
Withholding in General. The Company shall have the right to deduct from any and all payments made under the Plan, or to require the
Participant, through payroll withholding, cash payment or otherwise, to make adequate provision for, the federal, state, local and foreign
taxes (including social insurance), if any, required by law to be withheld by any Participating Company with respect to an Award or the
shares acquired pursuant thereto. The Company shall have no obligation to deliver shares of Stock, to release shares of Stock from an
escrow established pursuant to an Award Agreement, or to make any payment in cash under the Plan until the Participating Company Group’s
tax withholding obligations have been satisfied by the Participant.


 


16.2            Withholding
in or Directed Sale of Shares. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable
to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole shares
of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of any
Participating Company. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations
shall not exceed the amount determined by the applicable minimum statutory withholding rates (or the maximum individual statutory withholding
rates for the applicable jurisdiction if use of such rates would not result in adverse accounting consequences or cost). The Company may
require a Participant to direct a broker, upon the vesting, exercise or settlement of an Award, to sell a portion of the shares subject
to the Award determined by the Company in its discretion to be sufficient to cover the tax withholding obligations of any Participating
Company and to remit an amount equal to such tax withholding obligations to such Participating Company in cash.


 


17.            Amendment,
Suspension or Termination of Plan.


 


The Committee may amend, suspend or terminate the
Plan at any time. However, without the approval of the Company’s stockholders, there shall be (a) no increase in the maximum
aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Sections 4.2, 4.3,
4.4 and 4.5), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment
of the Plan that would require approval of the Company’s stockholders under any applicable law, regulation or rule, including the
rules of any stock exchange or quotation system upon which the Stock may then be listed or quoted. No amendment, suspension or termination
of the Plan shall affect any then outstanding Award unless expressly provided by the Committee. Except as provided by the next sentence,
no amendment, suspension or termination of the Plan may have a materially adverse effect on any then outstanding Award without the consent
of the Participant. Notwithstanding any other provision of the Plan or any Award Agreement to the contrary, the Committee may, in its
sole and absolute discretion and without the consent of any Participant, amend the Plan or any Award Agreement, to take effect retroactively
or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan or such Award Agreement to any present or future
law, regulation or rule applicable to the Plan, including, but not limited to, Section 409A.


 



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18.            Miscellaneous
Provisions.


 


18.1            Repurchase
Rights. Shares issued under the Plan may be subject to one or more repurchase options, or other conditions and restrictions
as determined by the Committee in its discretion at the time the Award is granted. The Company shall have the right to assign at any time
any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company.
Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of
shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder
for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.


 


18.2            Forfeiture
Events.


 


(a)            The
Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall
be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events, in addition to any otherwise
applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of Service
for Cause or any act by a Participant, whether before or after termination of Service, that would constitute Cause for termination of
Service, or any accounting restatement due to material noncompliance of the Company with any financial reporting requirements of securities
laws as a result of which, and to the extent that, such reduction, cancellation, forfeiture, or recoupment is required by applicable securities
laws. In addition, to the extent that claw-back or similar provisions applicable to Awards are required by applicable law, listing standards
and/or policies adopted by the Company, Awards granted under the Plan shall be subject to such provisions.


 


(b)            If
the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct,
with any financial reporting requirement under the securities laws, any Participant who knowingly or through gross negligence engaged
in the misconduct, or who knowingly or through gross negligence failed to prevent the misconduct, and any Participant who is one of the
individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, shall reimburse the Company for
(i) the amount of any payment in settlement of an Award received by such Participant during the twelve- (12-) month period following
the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial
document embodying such financial reporting requirement, and (ii) any profits realized by such Participant from the sale of securities
of the Company during such twelve- (12-) month period.


 


18.3            Provision
of Information. Each Participant shall be given access to information concerning the Company equivalent to that information generally
made available to the Company’s common stockholders.


 


18.4            Rights
as Employee, Consultant or Director. No person, even though eligible pursuant to Section 5, shall have a right to be selected
as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the
Plan shall confer on any Participant a right to remain an Employee, Consultant or Director or interfere with or limit in any way any right
of a Participating Company to terminate the Participant’s Service at any time. To the extent that an Employee of a Participating
Company other than the Company receives an Award under the Plan, that Award shall in no event be understood or interpreted to mean that
the Company is the Employee’s employer or that the Employee has an employment relationship with the Company.


 



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18.5            Rights
as a Stockholder. A Participant shall have no rights as a stockholder with respect to any shares covered by an Award until the date
of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent
of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date
such shares are issued, except as provided in Section 4.5 or another provision of the Plan.


 


18.6            Delivery
of Title to Shares. Subject to any governing rules or regulations, the Company shall issue or cause to be issued the shares of
Stock acquired pursuant to an Award and shall deliver such shares to or for the benefit of the Participant by means of one or more of
the following: (a) by delivering to the Participant evidence of book entry shares of Stock credited to the account of the Participant,
(b) by depositing such shares of Stock for the benefit of the Participant with any broker with which the Participant has an account
relationship, or (c) by delivering such shares of Stock to the Participant in certificate form.


 


18.7            Fractional
Shares. The Company shall not be required to issue fractional shares upon the exercise or settlement of any Award.


 


18.8            Retirement
and Welfare Plans. Neither Awards made under this Plan nor shares of Stock or cash paid pursuant to such Awards may be included as
 “compensation” for purposes of computing the benefits payable to any Participant under any Participating Company’s retirement
plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall
be taken into account in computing a Participant’s benefit. In addition, unless a written employment agreement or other service
agreement specifically references Awards, a general reference to “benefits” or a similar term in such agreement shall not
be deemed to refer to Awards granted hereunder.


 


18.9            Beneficiary
Designation. Subject to local laws and procedures, each Participant may file with the Company a written designation of a beneficiary
who is to receive any benefit under the Plan to which the Participant is entitled in the event of such Participant’s death before
he or she receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant, shall be in
a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s
lifetime. If a married Participant designates a beneficiary other than the Participant’s spouse, the effectiveness of such designation
may be subject to the consent of the Participant’s spouse. If a Participant dies without an effective designation of a beneficiary
who is living at the time of the Participant’s death, the Company will pay any remaining unpaid benefits to the Participant’s
legal representative.


 


18.10            Severability.
If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any respect,
such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining
provisions (or any part thereof) of the Plan shall not in any way be affected or impaired thereby.


 



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18.11            No
Constraint on Corporate Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s
or another Participating Company’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital
or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets;
or (b) limit the right or power of the Company or another Participating Company to take any action which such entity deems to be
necessary or appropriate.


 


18.12            Unfunded
Obligation. Participants shall have the status of general unsecured creditors of the Company. Any amounts payable to Participants
pursuant to the Plan shall be considered unfunded and unsecured obligations for all purposes, including, without limitation, Title I
of the Employee Retirement Income Security Act of 1974. No Participating Company shall be required to segregate any monies from its general
funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times
beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder.
Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute a trust or fiduciary
relationship between the Committee or any Participating Company and a Participant, or otherwise create any vested or beneficial interest
in any Participant or the Participant’s creditors in any assets of any Participating Company. The Participants shall have no claim
against any Participating Company for any changes in the value of any assets which may be invested or reinvested by the Company with respect
to the Plan.


 


18.13            Choice
of Law. Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of the
Plan and each Award Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of law rules.


 


IN
WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing sets forth the Akoya Biosciences, Inc.
2021 Equity Incentive Plan as duly adopted by the Board on April 8, 2021.


 


	 	/s/ Brian McKelligon
	 	Secretary


 



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