EX-10.9




 Exhibit 10.9 

FISCALNOTE HOLDINGS, INC. 

2022 LONG-TERM INCENTIVE PLAN 

ADOPTED BY THE BOARD OF DIRECTORS: June 30,
2022 
 APPROVED BY THE SHAREHOLDERS: July 27, 2022 

SECTION 1. PURPOSE 
 FiscalNote Holdings, Inc. hereby
establishes this 2022 Long-Term Incentive Plan (the “Plan”). This Plan is intended to (i) attract and retain the best available personnel to ensure the success of the Company (as defined below) and its Affiliates (as
defined below) and accomplish the goals of the Company and its Affiliates; (ii) to incentivize selected Eligible Persons (as defined below) with long-term incentive awards to align their interests with the interests of the Company’s
stockholders; and (iii) to promote the success of the business of the Company and its Affiliates. 
 SECTION 2. DEFINITIONS 

As used in the Plan, the following terms have the meanings set forth below: 
  

	 	(a)	 “Adoption Date” means the date the Plan is first approved by the Board.



  

	 	(b)	 “Affiliate” shall mean (i) any entity that, directly or through one or more
intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, as determined by the Committee. 


  


	 	(c)	 “Applicable Law” shall mean the legal requirements that apply to the Plan and Awards
granted hereunder in any given circumstance as shall be in place from time to time under any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or order of any governmental authority, whether of the United
States, any other country, and any provincial, state, or local subdivision, that relate to the administration of equity plans or equity awards, as well as any applicable stock exchange or automated quotation system rules or regulations.



  

	 	(d)	 “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted
Stock Unit, Performance Award, Dividend Equivalent, Other Stock-Based Award or cash award granted under the Plan. 


  

	 	(e)	 “Award Agreement” shall mean any written agreement, contract, or other instrument or
document, including an electronic communication, as may from time to time be designated by the Company as evidencing any Award granted under the Plan. 


  

	 	(f)	 “Beneficial Owner” shall have the meaning attributed thereto in the Exchange Act.



  

	 	(g)	 “Board” shall mean the Board of Directors of the Company. 



 

	 	(h)	 “Business Combination Agreement” means the Business Combination Agreement, dated as of
November 7, 2021, by and among the Company and the other parties thereto, as it may be amended and/or restated from time to time. 


  

	 	(i)	 “Cause” will exist (unless another definition is provided in an applicable Option
Agreement, employment agreement or other applicable written agreement that provides that such other definition applies to an Award hereunder) if the Company reasonably determines that the Participant engaged in (i) any breach by Participant of
any written agreement between Participant and the Company; (ii) any failure by Participant to comply with the Company’s written policies or rules as the same may be in effect from time to time; (iii) neglect or persistent
unsatisfactory performance of Participant’s duties; (iv) Participant’s repeated failure to follow reasonable and 



  
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lawful instructions from the Board or Chief Executive Officer; (v) Participant’s commission, conviction of, or plea of guilty or nolo contendere to, any felony or any crime that results
in, or is reasonably expected to result in, material harm to the business or reputation of the Company; (vi) Participant’s commission of or participation in any act (A) that causes material harm to the business or reputation of the
Company; or (B) of fraud against the Company; (vii) Participant’s damage to the Company’s business, property or reputation; or (viii) Participant’s unauthorized use or disclosure of any proprietary information or trade
secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company. For purposes of clarity, a termination without “Cause” does not include any
termination that occurs as a result of Participant’s death or Disability. The determination as to whether a Participant’s Continuous Service has been terminated for Cause shall be made in good faith by the Company and shall be final and
binding on the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting or other service relationship at any time, and the term “Company” will be
interpreted to include any subsidiary, parent, Affiliate, or any successor thereto, if appropriate. Furthermore, a Participant’s Continuous Service shall be deemed to have terminated for Cause within the meaning hereof if, at any time (whether
before, on, or after termination of the Participant’s Continuous Service, regardless of whether the Participant initiated the termination of the Participant’s Continuous Service), the Company’s becomes aware of facts that would have
been Cause if the Company had known of all relevant facts. 
  

	 	(j)	 “Change in Control” shall mean the first of the following to occur after the Effective
Date: 


  

	 	(i)	 Acquisition of Controlling Interest. Any Person becomes the Beneficial Owner (within the meaning of Rule
13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities;
provided that the foregoing shall exclude any bona fide sale of securities of the Company by the Company to one or more third parties for purposes of raising capital. In applying the preceding sentence, an agreement to vote securities
shall be disregarded unless its ultimate purpose is to cause what would otherwise be a Change in Control, as reasonably determined by the Board. 


  

	 	(ii)	 Merger. The Company consummates a merger or consolidation of the Company with any other entity unless:
(a) the voting securities of the Company outstanding immediately before the merger or consolidation would continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50% or more
of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; and (b) no Person becomes, as a result of such merger or consolidation, the Beneficial
Owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities. 



 

	 	(iii)	 Sale of Assets. The sale or disposition by the Company of all, or substantially all, of the
Company’s assets. 


  

	 	(iv)	 Liquidation or Dissolution. The liquidation or dissolution of the Company. 



Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any
transaction or series of integrated transactions immediately following which (I) the holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same
proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions, or (II) any Person who was a Beneficial Owner, directly or indirectly, of
securities in the Company representing 50% or more acquires additional securities in the Company. In addition, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of the transactions contemplated by the
Business Combination Agreement. 

  
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	 	(k)	 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time and
the rules and regulations issued thereunder. 


  

	 	(l)	 “Committee” shall mean a committee of the Board, acting in accordance with the
provisions of Section 3, designated by the Board to administer the Plan and composed of not less than two (2) non-Employee Directors. The initial Committee shall be the Compensation Committee of the
Board. 


  

	 	(m)	 “Company” shall mean FiscalNote Holdings, Inc. and, to the extent determined
appropriate by the Board, in its sole discretion, any Affiliate or successor thereto. 


  

	 	(n)	 “Consultant” shall mean any person (other than an Employee or Director), including an
advisor, who is engaged by the Company or any Affiliate to render services and is compensated for such services. A Consultant includes non-natural persons, to the extent permitted by Applicable Law.



  

	 	(o)	 “Continuous Service” shall mean a Participant’s period of service in the absence
of any interruption or termination of service as an Employee, Consultant, or Director. Continuous Service as an Employee or Consultant shall not be considered interrupted or terminated in the case of: (i) Company-approved sick leave;
(ii) military leave; (iii) any other bona fide leave of absence approved by the Company, provided that, if an Employee is holding an Incentive Stock Option and such leave exceeds three (3) months then, for purposes of
Incentive Stock Option status only, such Employee’s service as an Employee shall be deemed terminated on the first day following such three (3) month period and the Incentive Stock Option shall thereafter automatically become a Non-Qualified Stock Option in accordance with Applicable Laws, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to a written Company
policy. Also, Continuous Service as an Employee or Consultant shall not be considered interrupted or terminated in the case of a transfer between locations of the Company or between the Company, its parents, subsidiaries or Affiliates, or their
respective successors, or a change in status from an Employee to a Consultant or Director or from a Consultant or Director to an Employee. 


  

	 	(p)	 “Director” shall mean a member of the Board, or a member of the board of directors of
an Affiliate. 


  

	 	(q)	 “Disability” shall mean “disability” within the meaning of
Section 22(e)(3) of the Code. 


  

	 	(r)	 “Dividend Equivalent” shall mean any right granted under Section 6(e) of the Plan.



  

	 	(s)	 “Effective Date” means the later of (i) the date on which the Plan is
approved by the stockholders of the Company, and (ii) the day that is one day prior to the date of the closing of the transactions contemplated by the Business Combination Agreement. 



 

	 	(t)	 “Eligible Person” shall mean (i) an Employee, Consultant, or Director, or
(ii) a non-Employee, non-Consultant, or non-Director to whom an offer of a service relationship as an Employee, Consultant,
or Director has been extended. 


  

	 	(u)	 “Employee” shall mean any person whom the Company or any Affiliate classifies as an
employee (including an officer) for employment tax purposes or, if in a jurisdiction that does not have employment taxes, any person whom the Company or any Affiliate classifies as an employee (including an officer), in either case whether or not
that classification is correct. The payment by the Company of director’s fees to a Director shall not constitute “employment” of such Director by the Company. 



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



  

	 	(w)	 “Fair Market Value” shall mean, with respect to any Shares or other securities, the
closing price of a Share or other security on the date as of which the determination is being made or as otherwise determined in a manner specified by the Committee. 



 

	 	(x)	 “Grant Date” shall mean the later of (i) the date designated as the “Grant
Date” within an Award Agreement and (ii) the date on which the Committee determines the key terms of an Award, provided that as soon as reasonably practicable thereafter the Company both notifies the Eligible Person of the
Award and issues an Award Agreement to the Eligible Person. 


  

	 	(y)	 “Incentive Stock Option” shall mean an option granted under Section 6(a) of the
Plan that is intended to meet the requirements of Section 422 of the Code, or any successor provision thereto. 


  

	 	(z)	 “Non-Qualified Stock Option” shall mean an
option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option. 


  

	 	(aa)	 “Officer” means a person who is an officer of the Company within the meaning of
Section 16 of the Exchange Act. 


  

	 	(bb)	 “Option” shall mean an Incentive Stock Option or a
Non-Qualified Stock Option. 


  

	 	(cc)	 “Other Stock-Based Award” shall mean any right granted under Section 6(f) of the
Plan. 


  

	 	(dd)	 “Participant” shall mean an Eligible Person designated to be granted an Award under the
Plan. 


  

	 	(ee)	 “Performance Award” shall mean any right granted under Section 6(d) of the Plan.



  

	 	(ff)	 “Performance Criteria” shall mean any quantitative and/or qualitative measures, as
determined by the Committee, which may be used to measure the level of performance of the Company or any individual Participant during a Performance Period. 


  

	 	(gg)	 “Performance Period” shall mean any period as determined by the Committee in its sole
discretion. 


  

	 	(hh)	 “Person” shall mean any individual, corporation, partnership, association, joint-stock
company, trust, unincorporated organization, or government or political subdivision thereof. 


  

	 	(ii)	 “Restricted Stock” shall mean any Award of Shares granted under Section 6(c) of
the Plan. 


  

	 	(jj)	 “Restricted Stock Unit” shall mean any restricted stock unit granted under
Section 6(c) of the Plan that is denominated in Shares. 


  

	 	(kk)	 “Shares” shall mean the Class A common stock of the Company, and such other
securities as may become the subject of Awards, or become subject to Awards, pursuant to an adjustment made under Section 4(b) of the Plan. 


  

	 	(ll)	 “Stock Appreciation Right” shall mean any right granted under Section 6(b) of the
Plan. 


  

	 	(mm)	 “10% Stockholder” means a Person who, as of a relevant date, owns or is deemed to own
(by reason of the attribution rules applicable under Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company. 



  
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 SECTION 3. ADMINISTRATION 

Except as otherwise provided herein, the Plan shall be administered by the Committee, which shall have the power to interpret the Plan and to adopt such rules
and guidelines for implementing the terms of the Plan as it may deem appropriate; provided, however, that the Board may act in lieu of the Committee on any matter. The Committee shall have the ability to modify the Plan provisions, to
the extent necessary, or delegate such authority, to accommodate any changes in Applicable Law. 
  

	 	(a)	 Subject to the terms of the Plan and Applicable Law, the Committee shall have full power and authority to:
(i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights, or other
matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other
securities, or other Awards, or terminated, forfeited, cancelled or suspended, and the method or methods by which Awards may be settled, exercised, terminated, forfeited, cancelled or suspended; (vi) determine whether, to what extent, and under
what circumstances cash, Shares, other securities, other Awards, and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee;
(vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend, or waive such rules and guidelines; (ix) appoint such agents as it shall deem
appropriate for the proper administration of the Plan; (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and (xi) correct any defect, supply any
omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it deems desirable. 


  

	 	(b)	 Without limiting the foregoing, the Committee shall have the discretion to interpret or construe ambiguous,
unclear, or implied (but omitted) terms as it deems to be appropriate in its sole discretion and to make any findings of fact needed in the administration of this Plan or Award Agreements. The Committee’s prior exercise of its discretionary
authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee’s interpretation and construction of any provision of this Plan, or of any Award or Award Agreement, and all determinations the Committee or
the Company makes pursuant to this Plan shall be final, binding, and conclusive (subject only to the Committee’s or the Company’s inherent authority to change their determinations). The validity of any such interpretation, construction,
decision or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly affected by fraud. 



 

	 	(c)	 Any determination made by the Committee or the Company with respect to any provisions of this Plan may be made
on an Award-by-Award basis. The Committee and the Company have no obligation to be uniform, consistent, or nondiscriminatory between classes of similarly situated
Eligible Persons, Participants, Awards or Award Agreements, except as required by Applicable Law. 


  

	 	(d)	 The Board or any Committee may delegate to one or more Officers the authority to do one or both of the
following (i) designate Employees who are not Officers to be recipients of Options and Stock Appreciation Rights (and, to the extent permitted by Applicable Law, other types of Awards) and, to the extent permitted by Applicable Law, the terms
thereof, and (ii) determine the number of Shares to be subject to such Awards granted to such Employees; provided, however, that the resolutions or charter adopted by the Board or any Committee evidencing such delegation will specify the total
number of Shares that may be subject to the Awards granted by such Officer and that such Officer may not grant an Award to himself or herself. Any such Awards will be granted on the applicable form of Award Agreement most recently approved for use
by the Board or the Committee, unless otherwise provided in the resolutions approving the delegation authority. Notwithstanding anything to the contrary herein, neither the Board nor any Committee may delegate to an Officer who is acting solely in
the capacity of an Officer (and not also as a Director) the authority to determine the Fair Market Value 



  
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	 	(e)	 CLAIMS LIMITATION PERIOD. Any Participant who believes he or she is being denied any benefit or
right under this Plan or under any Award or Award Agreement may file a written claim with the Committee. Any claim must be delivered to the Committee within six (6) months of the specific event giving rise to the claim. Untimely claims
generally will not be processed and shall be deemed denied. The Committee, or its designee, generally will notify the Participant of its decision in writing as soon as administratively practicable. Claims shall be deemed denied if the Committee does
not respond in writing within one-hundred eighty (180) days of the date the written claim is delivered to the Committee. The Committee’s decision (or deemed decision) is final and conclusive and
binding on all Persons. No lawsuit or arbitration relating to this Plan may be filed or commenced before a written claim is filed with the Committee and is denied or deemed denied, and any lawsuit must be filed within one (1) year of such
denial or deemed denial or be forever barred. 


  

	 	(f)	 NO LIABILITY; INDEMNIFICATION. Neither the Board nor any Committee member, nor any Person acting at the
direction of the Board or the Committee, shall be liable for any act, omission, interpretation, construction, or determination made in good faith with respect to this Plan, any Award, or any Award Agreement. The Company shall pay or reimburse any
Director, Employee, or Consultant who in good faith takes action on behalf of this Plan, for all expenses incurred with respect to this Plan, and to the full extent allowable under Applicable Law shall indemnify each and every one of them for any
claims, liabilities, and costs (including reasonable attorneys’ fees) arising out of their good faith performance of duties on behalf of this Plan. The Company may, but shall not be required to, obtain liability insurance for this purpose.



  

	 	(g)	 EXPENSES. The Company shall bear the expenses of administering this Plan. 



 

	SECTION	 4. SHARES AVAILABLE FOR AWARDS AND NON-EMPLOYEE DIRECTOR
COMPENSATION LIMITS 


  

	 	(a)	 SHARES AVAILABLE. Subject to adjustment as provided in this Section 4: 



 

	 	(i)	 The aggregate number of Shares that may be issued pursuant to Awards is 20,285,600 Shares, plus a number of
Shares that will automatically be increased on January 1 of each year for a period of five years commencing on January 1, 2023 and ending on (and including) January 1, 2027, in an amount equal to the lesser of (i) 3% of the total
number of Shares outstanding on December 31 of the preceding year, or (ii) 13,523,734 Shares; provided, however, that the Board may act prior to January 1st of a given year to provide
that the increase for such year will be a lesser number of Shares. This is the “Share Reserve.” No more than 100% of the Shares in the Share Reserve shall be available for delivery pursuant to the exercise of Incentive Stock
Options. 


  

	 	(ii)	 If any Shares issued to a Participant under the Plan are subject to an Award that is terminated, forfeited or
cancelled (e.g., unvested Awards of Restricted Stock), or settled in cash the Share Reserve shall be increased by the number of Shares underlying such Award. If Shares are withheld in satisfaction of withholding taxes or payment of exercise price
then the Shares so withheld or used in payment shall be available for Awards under the Plan and the Share Reserve shall be increased by the same number of Shares as the Share Reserve was decreased on account of such Shares, if any.



  

	 	(iii)	 ACCOUNTING FOR AWARDS. For purposes of this Section 4, unless the Committee determines otherwise:



  

	 	(A)	 if an Award (other than a Dividend Equivalent) is denominated in Shares, the number of Shares covered by such
Award, or to which such Award relates, shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan; 



  
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	 	(B)	 Dividend Equivalents denominated in Shares and Awards not denominated, but potentially payable, in Shares shall
be counted against the aggregate number of Shares available for granting Awards under the Plan in such amount and at such time as the Dividend Equivalents and such Awards are settled in Shares. Any Shares that are delivered by the Company, and any
Awards that are granted by, or become obligations of, the Company through the assumption by the Company or an Affiliate of, or in substitution for, outstanding awards previously granted by an acquired company, whether through an asset or equity
transaction, shall not be counted against the Shares available for granting Awards under this Plan; and 


  

	 	(C)	 Shares subject to Awards that qualify as inducement grants under NYSE Listing Rule 303A.08 or its successor
shall not be counted against the Share Reserve. 


  

	 	(iv)	 SOURCES OF SHARES DELIVERABLE UNDER AWARDS. The Shares to be issued, transferred, and/or sold under the
Plan shall be made available from authorized and unissued Shares or from the Company’s treasury shares. 


  

	 	(b)	 ADJUSTMENTS.  



 

	 	(i)	 In the event that the Committee determines that any dividend or other distribution (whether in the form of
cash, Shares, or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event constitutes an equity restructuring, or
otherwise affects the Shares, then the Committee will adjust the following in a manner that is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made
available under the Plan: 


  

	 	(A)	 the number and type of Shares or other securities which thereafter may be made the subject of Awards including
the limit specified in the Share Reserve; 


  

	 	(B)	 the number and type of Shares or other securities subject to outstanding Awards; 



 

	 	(C)	 the grant, purchase, or exercise price with respect to any Award, or, if deemed appropriate, make provision for
a cash payment to the holder of an outstanding Award; and 


  

	 	(D)	 other value determinations applicable to outstanding Awards. 



provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number. 

 

	 	(ii)	 ADJUSTMENTS OF AWARDS ON CERTAIN ACQUISITIONS. In the event that a company acquired by the Company or
any Affiliate, or with which the Company or any Affiliate combines, has shares available under a pre-existing plan approved by its stockholders and not adopted in contemplation of such acquisition or
combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other formula used in such transaction to
determine the consideration payable to the holders of common stock of such acquired company) may be used for similar Awards under the Plan and shall not reduce the Share Reserve; provided that Awards using such available shares shall
not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employed,
immediately before such acquisition or combination, by the post-transaction listed company or entities that were its subsidiaries immediately before the transaction. 



  
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	 	(iii)	 ADJUSTMENTS OF AWARDS ON THE OCCURRENCE OF CERTAIN UNUSUAL OR NONRECURRING EVENTS. The Committee is
authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the Company, or the financial statements of the Company, or of changes in Applicable Law
or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits to be made available under the Plan. 



 

	 	(iv)	 DISSOLUTION OR LIQUIDATION. Except as otherwise provided in an Award Agreement, in the event of the
dissolution or liquidation of the Company other than as part of a Change in Control, each Award will terminate immediately prior to the consummation of such dissolution or liquidation, subject to the ability of the Committee to exercise any
discretion authorized in the case of a Change in Control. 


  

	 	(v)	 CHANGE IN CONTROL. In the event of a Change in Control but subject to the terms of any Award
Agreements or employment-related agreements between the Company or any Affiliates and any Participant, each outstanding Award may be assumed or a substantially equivalent award may be substituted by the surviving or successor company or a parent or
subsidiary of such successor company (in each case, the “Successor Company”) upon consummation of the transaction. Notwithstanding the foregoing, instead of having outstanding Awards be assumed or substituted with equivalent
awards by the Successor Company, the Committee may in its sole and absolute discretion and authority, without obtaining the approval or consent of the Company’s stockholders or any or all Participant(s), take one or more of the following
actions: 


  

	 	(A)	 accelerate the vesting of Awards so that some or all Awards shall vest (and, to the extent applicable, become
exercisable) as to some or all of the Shares that otherwise would have been unvested and/or provide that repurchase rights of the Company, if any, with respect to Shares issued pursuant to an Award shall lapse; 



 

	 	(B)	 arrange or otherwise provide for the payment of cash or other consideration to Participants in exchange for the
satisfaction and cancellation of all or some outstanding Awards (based on the Fair Market Value, on the date of the Change in Control, of the Award being cancelled, based on any reasonable valuation method selected by the Committee);
provided that the Committee shall have full discretion to unilaterally cancel (A) either all Awards or only select Awards (such as only those that have vested on or before the Change in Control), and (B) any Options or Stock
Appreciation Rights whose exercise price is equal to or greater than the Fair Market Value of the Shares, as of the date of the Change in Control, with such cancellation being without the payment of any consideration whatsoever to those Participants
whose Options and Stock Appreciation Rights are being cancelled; 


  

	 	(C)	 terminate all or some Awards upon the consummation of the transaction without payment of any consideration,
subject to the notice requirements of Section 8(o); or 


  

	 	(D)	 make such other modifications, adjustments or amendments to outstanding Awards or this Plan as the Committee
deems necessary or appropriate. 



  
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 SECTION 5. ELIGIBILITY 

Any Eligible Person is eligible to be designated a Participant. The Committee shall determine which Eligible Persons may receive Awards. If the Committee does
not determine that an Eligible Person is to receive a specific Award, he or she shall not be entitled to any such Award. Each Award shall be evidenced by an Award Agreement that: sets forth the Grant Date and all other terms and conditions of the
Award; is signed on behalf of the Company (unless the Committee determines otherwise); and (unless waived by the Committee) is signed by the Eligible Person in acceptance of the Award. The grant of an Award shall not obligate the Company or any
Affiliate to continue the employment or service of any Eligible Person, or to provide any future Awards or other remuneration at any time thereafter. 

SECTION 6. AWARDS 
  

	 	(a)	 OPTIONS. The Committee is authorized to grant Options to Participants with the following terms and
conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan, as the Committee shall determine: 


  

	 	(i)	 EXERCISE PRICE. The purchase price per Share purchasable under an Option shall be determined by the
Committee; provided, however, and except as provided in Section 4(b), that such purchase price shall not be less than (A) 100% of the Fair Market Value of a Share on the date of grant of such Option or (B) if the Person to
whom an Incentive Stock Option is granted is a 10% Stockholder on the date of grant, the exercise price shall be not less than 110% of the Fair Market Value on the date the Incentive Stock Option is granted. However, an Option may be granted with an
exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424 of the Code or Treasury Regulation Section 1.409A-1(b)(5)(v)(D). 


  

	 	(ii)	 OPTION TERM. The term of each Option shall not exceed ten (10) years from the date of grant;
provided, however, that with respect to Incentive Stock Options issued to 10% Stockholders, the term of each such Option shall not exceed five (5) years from the date it is granted. 



 

	 	(iii)	 TIME AND METHOD OF EXERCISE. The Committee shall establish in the applicable Award Agreement the time or
times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms, including, without limitation, cash, Shares, or other Awards, “net exercise”, broker-assisted cashless exercise, or
any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have been made. The Company shall not be required to
deliver Shares pursuant to the exercise of an Option and the Option will be deemed unexercised until the Company has received sufficient funds or value to cover the full exercise price due and all applicable withholding obligations. The Committee
may in its sole discretion set forth in an Award Agreement that a Participant may exercise an unvested Option, in which case the Shares then issued shall be restricted Shares having the same vesting restrictions as the unvested Option.



  

	 	(iv)	 TERMINATION OF CONTINUOUS SERVICE. The Committee may set forth in the applicable Award Agreement, or a
severance agreement, employment agreement, service agreement or severance plan, the terms and conditions by which an Option is exercisable, if at all, after the date of a Participant’s termination of Continuous Service. The Committee may waive
or modify these provisions at any time. To the extent that a Participant is not entitled to exercise an Option on the date of a Participant’s termination of Continuous Service, or if the Participant (or other Person entitled to exercise the
Option) does not exercise the Option within the time and as specified in the Award Agreement or below (as applicable), the Option shall terminate. Notwithstanding the 



  
 9 













	 	
foregoing, if the Company has a contingent contractual obligation to provide for accelerated vesting or extended exercisability after termination of a Participant’s Continuous Service, such
Options shall not terminate at the time they otherwise would terminate but instead shall remain outstanding, but unexercisable, until the maximum contractual time for determining whether such contingency will occur, and terminate at such time if the
contingency has not then occurred; provided that no such extension shall cause an Option to be exercisable after the ten (10) year anniversary of its Grant Date or the date such Option otherwise would have terminated had the
Participant remained in Continuous Service. 

 Subject to the preceding paragraph and Section 6(a)(vi) and to the extent an Award
Agreement, or a severance agreement, employment agreement, service agreement or severance plan, does not otherwise specify the terms and conditions on which an Option shall terminate when a Participant terminates Continuous Service, the following
provisions apply: 
  

			
	Reason for Terminating Continuous Service	  	Option Termination Date
		
	(I) By the Company for Cause, or what would have been Cause if the Company had known all of the relevant facts, or due to Participant’s material breach of his or her unexpired employment agreement or independent contractor
agreement with the Company.	  	All Options, whether or not vested, shall immediately expire effective on the date of termination of the Participant’s Continuous Service, or when Cause first existed if earlier.
		
	(II) Disability or death of the Participant during Continuous Service (in either case unless Reason I applies).	  	All unvested Options shall immediately expire effective as of the date of termination of the Participant’s Continuous Service, and all vested and unexercised Options shall expire twelve (12) months after such
termination.
		
	(III) Any other reason.	  	All unvested Options shall immediately expire effective on the date of termination of the Participant’s Continuous Service. All vested and unexercised Options, to the extent unexercised, shall expire effective ninety
(90) days after the date of termination of the Participant’s Continuous Service.

  

	 	(v)	 BLACKOUT PERIODS. If there is a blackout period (whether under the Company’s insider trading
policy, Applicable Law, or a Committee-imposed blackout period) that prohibits buying or selling Shares during any part of the ten (10) day period before an Option expires (as described above), the Option exercise period shall be extended until
ten (10) days beyond the end of the blackout period. Notwithstanding anything to the contrary in this Plan or any Award Agreement, no Option can be exercised beyond the latest date its original term expires as set forth in the Award Agreement



  

	 	(vi)	 COMPANY CANCELLATION RIGHT. Subject to Applicable Law, if the Fair Market Value for Shares subject to
any Option is more than 33% below the Option’s exercise price for more than ninety (90) consecutive business days, the Committee unilaterally may declare the Option terminated, effective on the date the Committee provides written notice to
the Option holder. The Committee may take such action with respect to any or all Options granted under the Plan and with respect to any individual Option holder or class(es) of Option holders. 



  
 10 













	 	(vii)	 NON-EXEMPT EMPLOYEES. An Option granted to an Employee who is non-exempt for purposes of the Fair Labor Standards Act of 1938, as amended, will not be first exercisable for any Shares until at least six (6) months after the Grant Date of the Option (although the Award may
vest prior to such date). Notwithstanding the foregoing, consistent with the provisions of the Worker Economic Opportunity Act, the vested portion of any Options may be exercised earlier than six (6) months after the Grant Date: (A) if the
non-exempt Employee dies or suffers a Disability; (B) in connection with a corporate transaction in which the Option is not assumed, continued, or substituted; (C) on a Change in Control; or
(D) on the Participant’s retirement (as may be defined in the Participant’s Award Agreement or other agreement with the Company, or, if no such definition, in accordance with the Company’s then current employment policies and
guidelines). The foregoing provision is intended to operate so that any income derived by a non-exempt Employee in connection with the exercise or vesting of an Option will be exempt from his or her regular
rate of pay. 


  

	 	(viii)	 INCENTIVE STOCK OPTIONS. By law, only Employees are eligible to receive Incentive Stock Options. The
terms of any Incentive Stock Option granted under the Plan shall be designed to comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder.
Notwithstanding anything in this Section 6(a) to the contrary, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and will be deemed to be
Non-Qualified Stock Options) to the extent that either (A) the aggregate Fair Market Value of Shares (determined as of the time of grant) with respect to which such Options are exercisable for the first
time by the Participant during any calendar year (under all plans of the Company and any subsidiary) exceeds $100,000, taking Options into account in the order in which they were granted, or (B) such Options otherwise remain exercisable but are
not exercised within three (3) months of termination of Continuous Service (or such other period of time provided in Section 422 of the Code). 


  

	 	(b)	 STOCK APPRECIATION RIGHTS. The Committee is hereby authorized to grant Stock Appreciation Rights to
Participants. Subject to the terms of the Plan and any applicable Award Agreement, a Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive, on exercise thereof, the excess of (i) the Fair Market
Value of one Share on the date of exercise over (ii) the grant price of the right as specified by the Committee. 


  

	 	(i)	 GRANT PRICE. The grant price shall be determined by the Committee, provided, however, and
except as provided in Section 4(b), that such price shall not be less than 100% of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right, except that if a Stock Appreciation Right is at any time granted in
tandem with an Option, the grant price of the Stock Appreciation Right shall not be less than the exercise price of such Option. 


  

	 	(ii)	 TERM. The term of each Stock Appreciation Right shall not exceed ten (10) years from the date of
grant. 


  

	 	(iii)	 OTHER RULES. The rules of Sections 6(a)(iii) – 6(a)(viii) shall apply to Stock Appreciation
Rights as if the Award were an Option. 


  

	 	(c)	 RESTRICTED STOCK AND RESTRICTED STOCK UNITS.  



 

	 	(i)	 ISSUANCE. The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock
Units to Participants. Restricted Stock Units represent a Participant’s right to be issued Shares on a future date. A Participant will not have voting or any other rights as a stockholder of the Company with respect to any Restricted Stock Unit
unless and until Shares are actually issued in settlement of the Restricted Stock Unit. 



  
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	 	(ii)	 RESTRICTIONS. Shares of Restricted Stock and Restricted Stock Units shall be subject to such
restrictions as the Committee may establish in the applicable Award Agreement (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right), which restrictions
may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. Subject to Applicable Law, the Committee may make Awards of Restricted Stock and Restricted Stock Units with or
without the requirement for payment of cash or other consideration. 


  

	 	(iii)	 REGISTRATION. Any Restricted Stock or Restricted Stock Units granted under the Plan may be evidenced in
such manner as the Committee may deem appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates in the case of Restricted Stock. In the event any stock certificate is issued in respect of
Shares of Restricted Stock granted under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.
Unrestricted Shares, evidenced in such manner as the Committee shall deem appropriate, shall be delivered to the holder of Restricted Stock promptly after such restrictions have lapsed. 



 

	 	(iv)	 FORFEITURE. On termination of Continuous Service during the applicable vesting period, except as
otherwise determined by the Committee, all Shares of Restricted Stock and all Restricted Stock Units still, in either case, subject to restriction or vesting, as applicable, shall be forfeited and, to the extent applicable, reacquired by the
Company. However, if the Participant paid cash or other consideration for Restricted Stock that is so forfeited, the Company shall return to the Participant the lower of the Fair Market Value of the Shares on the date of forfeiture or their original
purchase price, to the extent set forth in an Award Agreement or required by Applicable Law. 


  

	 	(d)	 PERFORMANCE AWARDS. The Committee is hereby authorized to grant Performance Awards to Participants.
Performance Awards include arrangements under which the grant, issuance, retention, vesting and/or transferability of any Award are subject to Performance Criteria and such additional conditions or terms as the Committee may designate. Subject to
the terms of the Plan and any applicable Award Agreement, a Performance Award granted under the Plan: 


  

	 	(i)	 may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock), other
securities, or other Awards; and 


  

	 	(ii)	 shall confer on the holder thereof rights valued as determined by the Committee and payable to, or exercisable
by, the holder of the Performance Award, in whole or in part, on the achievement of such performance goals during such Performance Periods as the Committee shall establish. 



 

	 	(iii)	 AMENDMENT OF PERFORMANCE CRITERIA. After a Performance Award has been granted, the Committee may, if it
determines appropriate, amend any Performance Criteria, at its sole and absolute discretion. 


  

	 	(iv)	 SATISFACTION OF PERFORMANCE CRITERIA. If, as a result of the applicable Performance Criteria being met,
a Performance Award becomes vested and/or exercisable in respect of some, but not all of the number of Shares underlying such Award, which did not become vested and exercisable by the end of the Performance Period, such Performance Award shall
thereupon lapse and cease to be exercisable in respect of the balance of the Shares which did not vest and/or become exercisable by the end of the Performance Period. 



  
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	 	(e)	 DIVIDEND EQUIVALENTS. The Committee is hereby authorized to grant to Participants Awards (other than
Options and Stock Appreciation Rights) under which the holders thereof shall be entitled to receive payments equivalent to dividends or interest with respect to a number of Shares determined by the Committee, and the Committee may provide that such
amounts (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested. Subject to the terms of the Plan and any applicable Award Agreement, such Awards may have such terms and conditions as the Committee shall
determine. 


  

	 	(f)	 OTHER STOCK-BASED AWARDS. The Committee is authorized to grant to Participants such other Awards that
are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as are deemed by the Committee to be consistent with the
purposes of the Plan, provided, however, that such grants must comply with Applicable Law. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of such Awards.
Shares or other securities delivered pursuant to a purchase right granted under this Section 6(f) shall be purchased for such consideration, as the Committee shall determine, the value of which consideration, as established by the Committee,
and except as provided in Section 4(b), shall not be less than the Fair Market Value of such Shares or other securities as of the date such purchase right is granted. 



 

	 	(g)	 GENERAL.  


  

	 	(i)	 CASH CONSIDERATION FOR AWARDS. Awards may be granted for no cash consideration or for such cash
consideration as may be required by Applicable Law or determined by the Committee; however, Participants may be required to pay any amount the Committee determines in connection with Awards not inconsistent with the terms of this Plan.



  

	 	(ii)	 AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Awards may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with, or in substitution for any other Award or any award granted under any other plan of the Company or any Affiliate. 



 

	 	(iii)	 FORMS OF PAYMENT UNDER AWARDS. Subject to the terms of the Plan and of any applicable Award Agreement,
payments or transfers to be made by the Company or an Affiliate on the grant, exercise, or payment of an Award may be made in such form or forms as the Committee shall determine, including, without limitation, cash, Shares, rights in or to Shares
issuable under the Award or other Awards, other securities, or other Awards, or any combination thereof, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures
established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents in respect
of installment or deferred payments. 


  

	 	(iv)	 LIMITS ON TRANSFER OF AWARDS. Except as provided by the Committee, no Award and no right under any such
Award shall be assignable, alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution provided, however, that, if so determined by the Committee, a Participant may, in the
manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant with respect to any Award on the death of the Participant. Each Award, and each right under any Award, shall be exercisable,
during the Participant’s lifetime, only by the Participant or, if permissible under Applicable Law, by the Participant’s guardian or legal representative. No Award and no right under any such Award, may be pledged, alienated, attached, or
otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate. 



  
 13 













	 	(v)	 CONDITIONS AND RESTRICTIONS ON SECURITIES SUBJECT TO AWARDS. The Committee may provide that the Shares
issued on exercise of an Option or Stock Appreciation Right or otherwise subject to or issued under an Award shall be subject to such further agreements, restrictions, conditions or limitations as the Committee in its discretion may specify prior to
the exercise of such Option or Stock Appreciation Right or the grant, vesting or settlement of such Award, including, without limitation, conditions on vesting or transferability and forfeiture or repurchase provisions or provisions on payment of
taxes arising in connection with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any re-sales by the Participant or other subsequent transfers by the
Participant of any Shares issued under an Award, including without limitation: (A) restrictions under an insider trading policy or pursuant to Applicable Law, (B) restrictions designed to delay and/or coordinate the timing and manner of
sales by Participant and holders of other Company equity compensation arrangements, (C) restrictions as to the use of a specified brokerage firm for such re-sales or other transfers and
(D) provisions requiring Shares to be sold on the open market or to the Company in order to satisfy tax withholding or other obligations. The Committee shall include in any Award Agreement any claw back or forfeiture provisions required by
Applicable Law. The Committee also may include in any Award Agreement provisions providing for forfeiture of the Award or requiring the Participant to return the Shares underlying the Award to the Company in the event the Participant engages in
specified behavior that is adverse to the Company’s interests, including after termination of his or her service relationship with the Company, such as for competing with the Company, soliciting its Employees, or breaching a written agreement
with the Company. 


  

	 	(vi)	 RECOUPMENT OF AWARDS. All Awards granted under the Plan will be subject to recoupment in accordance with
any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall
Street Reform and Consumer Protection Act or other Applicable Law and any clawback policy that the Company otherwise adopts, to the extent applicable and permissible under Applicable Law. In addition, the Board may impose such other clawback,
recovery or recoupment provisions in an Award Agreement as the Committee determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired Shares or other cash or property upon the occurrence
of Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a Participant’s right to voluntarily terminate employment upon a “resignation for good reason,” or for a “constructive
termination” or any similar term under any plan of or agreement with the Company. 


  

	 	(vii)	 ELECTRONIC DELIVERY AND PARTICIPATION. Any reference herein or in an Award Agreement to a
“written” agreement or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet (or other shared electronic medium
controlled by the Company to which the Participant has access). By accepting any Award the Participant consents to receive documents by electronic delivery and to participate in the Plan through any on-line
electronic system established and maintained by the Company or another third party selected by the Company. The form of delivery of any Shares (e.g., a stock certificate or electronic entry evidencing such Shares) shall be determined by the Company.



  

	 	(viii)	 SHARE CERTIFICATES. All Shares or other securities delivered under the Plan pursuant to any Award or the
exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange
on which such Shares or other securities are then listed, and any applicable federal, state, or local securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such
restrictions. 



  
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 SECTION 7. AMENDMENT AND TERMINATION 

The Plan shall terminate on the ten (10) year anniversary of its approval by the Board, but no such termination shall affect any outstanding grants under
the Plan. Except to the extent prohibited by Applicable Law and unless otherwise expressly provided in an Award Agreement or in the Plan: 
  

	 	(a)	 AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend, discontinue, or terminate the Plan, in
whole or in part; provided, however, that without the prior approval of the Company’s stockholders, no material amendment shall be made if stockholder approval is required by Applicable Law; and provided, further,
that, notwithstanding any other provision of the Plan or any Award Agreement, no such amendment, alteration, suspension, discontinuation, or termination shall be made without the approval of the stockholders of the Company that would:



  

	 	(i)	 increase the total number of Shares available for Awards under the Plan, except as provided in Section 4
hereof; 


  

	 	(ii)	 materially expand the class of Eligible Persons under the Plan, materially increase the benefits accruing to
Participants under the Plan, materially extend the term of the Plan with respect to Share-based Awards, or expand the types of Share-based Awards available for issuance under the Plan; or 



 

	 	(iii)	 except as provided in Section 4(b), permit Options, Stock Appreciation Rights, or Other Stock-Based Awards
encompassing rights to purchase Shares to be repriced, replaced, or regranted through cancellation, or by lowering the exercise price of a previously granted Option or the grant price of a previously granted Stock Appreciation Right, or the purchase
price of a previously granted Other Stock-Based Award. 


  

	 	(b)	 AMENDMENTS TO AWARDS. The Committee may waive any conditions or rights under, amend any terms of, or
amend, alter, suspend, discontinue, or terminate, any Awards theretofore granted, prospectively or retroactively. No such action shall be taken that would impair the rights of any Participant, without such Participant’s consent, under any Award
theretofore granted, provided that no such consent shall be required with respect to any such action if such action is taken under Section 6(a)(vi) hereof or if the Committee determines in its sole discretion that such amendment
or alteration either (i) is required or advisable in order for the Company, the Plan or the Award to satisfy or conform to Applicable Law or to meet the requirements of any accounting standard, or (ii) is not reasonably likely to
significantly diminish the benefits provided under such Award. Notwithstanding the foregoing, subject to the limitations of Applicable Law, if any, and without the affected Participant’s consent, the Board may amend the terms of any one or more
Awards if necessary to maintain the qualified status of the Award as an ISO or to bring the Award into compliance with Section 409A of the Code. 



SECTION 8. GENERAL PROVISIONS 
  

	 	(a)	 NO RIGHTS TO AWARDS. No Eligible Person, Participant or other Person shall have any claim to be granted
any Award under the Plan, or, having been selected to receive an Award under this Plan, to be selected to receive a future Award, and further there is no obligation for uniformity of treatment of Eligible Persons, Participants, or holders or
beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. 



  
 15 













	 	(b)	 WITHHOLDING. The Company or any Affiliate shall be authorized to withhold from any Award granted or any
payment due or transfer made under any Award or under the Plan the amount (in cash, Shares, other securities, or other Awards) of withholding taxes due in respect of an Award, its exercise, or any payment or transfer under such Award or under the
Plan and to take such other action as may be necessary in the opinion of the Company or Affiliate to satisfy statutory withholding obligations for the payment of such taxes. Notwithstanding any provision of this Plan or an Award Agreement to the
contrary, Participants are solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with Awards, and neither the Company, nor any Affiliate, nor any of their employees, directors, or agents, shall
have any duty or obligation to mitigate, minimize, indemnify, or to otherwise hold any Participant harmless from any or all of such tax consequences. The Company’s obligation to deliver Shares (or to pay cash or other consideration) to
Participants pursuant to Awards is at all times subject to such Participant’s prior or coincident satisfaction of all withholding taxes. 


  

	 	(c)	 NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the Plan shall prevent the Company or
any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases. 



 

	 	(d)	 NO RIGHT TO EMPLOYMENT OR CONTINUED SERVICE. The grant of an Award shall not constitute an employment or
services contract nor be construed as giving a Participant the right to be retained in the employ or services of the Company or any Affiliate. Further, the Company or an Affiliate may at any time dismiss a Participant from employment or services,
free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement. 


  

	 	(e)	 GOVERNING LAW AND VENUE. The validity, construction, and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable Federal law without regard to conflict of law. For purposes of litigating any dispute that arises directly or indirectly under
the Plan, the parties to any Award Agreement agree to submit to the exclusive jurisdiction of the State of Delaware and agree that such litigation shall be conducted only in the state courts of Delaware or the federal courts for the United States
for Delaware, and no other courts. 


  

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


  

	 	(g)	 NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall create or be construed to create a trust
or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an
Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate. 


  

	 	(h)	 NO FRACTIONAL SHARES. No fractional Shares shall be issued or delivered pursuant to the Plan or any
Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be cancelled, terminated, or otherwise eliminated.



  

	 	(i)	 HEADINGS. Headings are given to the Sections and subsections of the Plan solely as a convenience to
facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. 



  
 16 













	 	(j)	 COMPLIANCE WITH THE CODE. Except to the extent specifically provided otherwise by the Committee, Awards
under the Plan are intended to satisfy the requirements of Section 409A of the Code so as to avoid the imposition of any additional taxes or penalties under Section 409A of the Code. If the Committee determines that an Award, Award
Agreement, payment, distribution, deferral election, transaction or any other action or arrangement contemplated by the provisions of the Plan would, if undertaken, cause a Participant to become subject to any additional taxes or other penalties
under Section 409A of the Code, or adverse tax consequences under another Code provision, then unless the Committee specifically provides otherwise, such Award, Award Agreement, payment, distribution, deferral election, transaction or other
action or arrangement shall not be given effect to the extent it causes such result and the related provisions of the Plan and/or Award Agreement will be deemed modified, or, if necessary, suspended in order to comply with the requirements of
Section 409A of the Code or another Code provision to the extent determined appropriate by the Committee, in each case without the consent of or notice to the Participant. Notwithstanding the foregoing or any provision of the Plan or an Award
Agreement to the contrary, Participants shall be solely responsible for the satisfaction of any taxes or interest or other consequence that may arise pursuant to Awards (including taxes arising under Code Section 409A), and neither the Company
nor the Committee nor anyone other than the Participant, his or her estate or beneficiaries shall have any obligation whatsoever to pay such taxes or interest or to otherwise indemnify or hold any Participant harmless from any or all of such taxes.



  

	 	(k)	 CODE SECTIONS 280G AND 4999. Notwithstanding anything else contained in the Plan or any other
document to the contrary, in no event shall the vesting of any Award or payment be accelerated to an extent or in a manner so that such Award or payment, together with any other compensation and benefits provided to, or for the benefit of, a
Participant under any other plan or agreement of the Company or its Affiliates, would not be fully deductible by the Company or one of its Affiliates for U.S. federal income tax purposes because of Section 280G of the Code, unless the
Participant would be better off on an after tax basis after paying applicable income and excise taxes as determined by the Committee in its sole discretion (“Better Off”). If a holder of an Award would be entitled to benefits
or payments hereunder or under any other plan or program that would constitute “parachute payments” as defined in Section 280G of the Code, then, unless the Participant would be Better Off not having such benefits or payments reduced,
the Company shall reduce or eliminate such parachute payments in the following order so that the Company or one of its Affiliates is not denied federal income tax deductions because of Section 280G of the Code: cash severance benefits shall be
reduced or eliminated first, then any accelerated vesting of Awards shall be reduced or eliminated, and finally any other benefits to which the Participant is or may be entitled shall be reduced or eliminated. Notwithstanding the foregoing, if a
Participant is a party to a written agreement with the Company or one of its Affiliates, or is a participant in a severance program sponsored by the Company or one of its Affiliates that contains express provisions regarding Section 280G and/or
Section 4999 of the Code (or any similar successor provision), or the applicable Award Agreement includes such provisions, the Section 280G and/or Section 4999 provisions of such other agreement or plan, as applicable, shall control
as to the Awards held by that Participant. 


  

	 	(l)	 NO REPRESENTATIONS OR COVENANTS WITH RESPECT TO TAX QUALIFICATION. Although the Company may endeavor to
(i) qualify an Award for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable
tax treatment. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under the Plan. 



 

	 	(m)	 AWARDS TO NON-U.S. EMPLOYEES AND OTHER SERVICE
PROVIDERS. The Committee shall have the power and authority to determine which Affiliates shall be covered by this Plan and which employees or other service providers outside the U.S. shall be eligible to participate in the Plan. The
Committee may adopt, amend or rescind rules, procedures or sub-plans relating to the operation and administration of the Plan to accommodate the specific requirements of local laws, procedures, and practices.
Without limiting the generality of the 



  
 17 













	 	
foregoing, the Committee is specifically authorized to adopt rules, procedures and sub-plans with provisions that limit or modify rights on death,
Disability or on termination of Continuous Service; available methods of exercise or settlement of an Award; payment of income, social insurance contributions and payroll taxes; and the withholding procedures and handling of any stock certificates
or other indicia of ownership which vary with local requirements. The Committee may also adopt rules, procedures or sub-plans applicable to particular Affiliates or locations. 


 

	 	(n)	 DATA PRIVACY. As a condition of receipt of any Award, each Participant explicitly and unambiguously
consents to the collection, use, and transfer, in electronic or other form, of personal data as described in this section by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing, administering, and
managing this Plan and Awards and the Participant’s participation in this Plan. In furtherance of such implementation, administration, and management, the Company and its Affiliates may hold certain personal information about a Participant with
respect to one or more Awards under the Plan, including, but not limited to, the Participant’s name, home address, telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job
title(s), information regarding any securities of the Company or any of its Affiliates, and details of all Awards (the “Data”). In addition to transferring the Data amongst themselves as necessary for the purpose of
implementation, administration, and management of this Plan and Awards and the Participant’s participation in this Plan, the Company and its Affiliates each may transfer the Data to any third parties assisting the Company in the implementation,
administration, and management of this Plan and Awards and the Participant’s participation in this Plan. Recipients of the Data may be located in the Participant’s country or elsewhere, and the Participant’s country and any given
recipient’s country may have different data privacy laws and protections. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the purposes
of assisting the Company in the implementation, administration, and management of this Plan and Awards and the Participant’s participation in this Plan, including any requisite transfer of such Data as may be required to a broker or other third
party with whom the Company or the Participant may elect to deposit any Shares. A Participant may, at any time, view the Data held by the Company with respect to such Participant, request additional information about the storage and processing of
the Data with respect to such Participant, recommend any necessary corrections to the Data with respect to the Participant, or refuse or withdraw the consents herein in writing, in any case without cost, by contacting such Participant’s local
human resources representative. The Company may cancel the Participant’s eligibility to participate in this Plan, and in the Committee’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws
the consents described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Participants may contact their local human resources representative. 



 

	 	(o)	 NO DUTY TO NOTIFY. The Company shall have no duty or obligation to any Participant to advise such holder
as to the time or manner of exercising an Award. Furthermore, the Company shall have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be
exercised. 


 Notwithstanding the foregoing to the contrary, the Company shall take reasonable steps to notify
Participants holding then outstanding Awards regarding the occurrence of a Change in Control; provided, further, that if pursuant to the Change in Control outstanding Awards shall be cancelled for no consideration, such notice shall be provided at
least five (5) business days prior to the occurrence of the Change in Control (or such shorter period as the Committee may determine is reasonable in its sole discretion taking into account the potential need for confidentiality with respect to
a Change in Control). For purposes of the foregoing, the Company providing notice via email to (i) a Participant’s Company email address for Participants who are then in Continuous Service, or (ii) the personal email address in the
Company’s personnel records for a Participant no longer in Continuous Service shall be deemed to be reasonable steps to notify a Participant on the part of the Company. 

  
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	 	(p)	 NO STOCKHOLDER RIGHTS. Neither a Participant nor any transferee or beneficiary of a Participant shall
have any rights or status as a stockholder of the Company with respect to any Shares underlying any Award until the date of issuance of a stock certificate to such Participant, transferee, or beneficiary for such Shares in accordance with the
Company’s governing instruments and Applicable Law, and if Shares are not certificated, the date the Company’s records are updated to reflect the Participant’s (or transferee’s or beneficiary’s) status as a stockholder with
respect to the Shares in accordance with the Company’s governing instruments and Applicable Law. Prior to the issuance of Shares or Restricted Stock pursuant to an Award, a Participant shall not have the right to vote or to receive dividends or
any other rights as a stockholder with respect to the Shares underlying the Award (unless otherwise provided in the Award Agreement for Restricted Stock), notwithstanding its exercise in the case of Options and Stock Appreciation Rights. No
adjustment will be made for a dividend or other right that is determined based on a record date prior to the date the share certificate is issued, except as otherwise specifically provided for in this Plan or an Award Agreement.



  

	 	(q)	 COMPLIANCE WITH LAWS. The granting of Awards and the issuance of Shares under the Plan shall be subject
to all Applicable Law. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under the Plan prior to: 


  

	 	(i)	 obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and



  

	 	(ii)	 completion of any registration or other qualification of the Shares under any applicable national or foreign
law or ruling of any governmental body that the Company determines to be necessary or advisable or at a time when any such registration or qualification is not current, has been suspended or otherwise has ceased to be effective.



 The inability or impracticability of the Company to obtain or maintain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, 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. Notwithstanding anything to the contrary herein or in any Award Agreement, the Committee shall have the absolute discretion to impose a “blackout” period on the exercise of any Option or Stock
Appreciation Right, as well as the settlement of any Award, with respect to any or all Participants to the extent the Committee determines that doing so is desirable or required to comply with applicable securities laws. 

SECTION 9. ADOPTION DATE; EFFECTIVE DATE 
 The Plan
will come into existence on the Adoption Date, but no Award may be granted prior to the Effective Date. 

  
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