Exhibit 10.6

      

      

      

      ASPEN TECHNOLOGY, INC.

    2022 EMPLOYEE STOCK PURCHASE PLAN

    

    

    	1.	
            Purpose

          


    

    

    This Aspen Technology, Inc. 2022 Employee Stock Purchase Plan is intended to provide employees of the Company and its Participating Subsidiaries with an opportunity to acquire a proprietary interest in the Company
      through the purchase of shares of Common Stock. The Company intends that this Plan qualify as an “employee stock purchase plan” under Code Section 423 and this Plan shall be interpreted in a manner that is consistent with that intent.

    

    

    	2.	
            Definitions

          


    

    

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

    

    

    “Code” means the U. S. Internal Revenue Code of 1986.

    

    

    “Committee” means the committee appointed by the Board to administer this Plan from time to time. As of the Effective Date, the Compensation Committee of the Board shall be the
      Committee.

    

    

    “Common Stock” means the common stock of the Company.

    

    

    “Company” means Aspen Technology, Inc., a Delaware corporation, and any successor or assign.

    

    

    “Compensation” means base salary, wages, annual and recurring bonuses, and commissions paid to an Eligible Employee by the Company or a Participating Subsidiary as compensation for
      services to the Company or Participating Subsidiary, before deduction for any salary deferral contributions made by the Eligible Employee to any tax-qualified or nonqualified deferred compensation plan, including overtime, vacation pay, holiday pay,
      jury duty pay, other cash compensation earned while on an authorized leave of absence, and funeral leave pay, but excluding education or tuition reimbursements, imputed income arising under any group insurance or benefit program, travel expenses,
      business and relocation expenses, income received in connection with stock options or other equity-based awards, and any other non-cash remuneration.

    

    

    “Corporate Transaction” means a merger, amalgamation, consolidation, acquisition of property or stock, separation, reorganization, or other corporate event described in Code
      Section 424. For the avoidance of doubt and notwithstanding anything to the contrary herein, the consummation of the transactions contemplated by the Transaction Agreement shall not constitute a Corporate Transaction.

    

    

    “Designated Broker” means the financial services firm or other agent designated by the Company to maintain ESPP Share Accounts on behalf of Participants who have purchased shares
      of Common Stock under this Plan.

    

    

    “Effective Date” means the date as of which this Plan is adopted by the Board, to be effective subject to this Plan obtaining stockholder approval in accordance with Section 19.11.

    

    

    “Employee” means any person who renders services to the Company or a Participating Subsidiary as an employee pursuant to an employment relationship with such employer. For purposes
      of this Plan, the employment relationship shall be treated as continuing intact while the individual is on military leave, sick leave, or other leave of absence approved by the Company or a Participating Subsidiary that meets the requirements of
      Treasury Regulation Section 1.421-1(h)(2). Where the period of leave exceeds three (3) months, or such other period of time specified in Treasury Regulation Section 1.421-1(h)(2), and the individual’s right to reemployment is not guaranteed by
      statute or contract, the employment relationship shall be deemed to have terminated on the first day immediately after such three (3)-month period, or such other period specified in Treasury Regulation Section 1.421-1(h)(2).

    
      
        


    

    
    “Eligible Employee” means each Employee; provided, however, that the Company may exclude from
      participation in this Plan or any Offering any Employee who (i) has been employed by the Company or a Participating Subsidiary for less than two (2) years, (ii) is customarily employed by the Company or a Participating Subsidiary for twenty (20)
      hours per week or less, (iii) is customarily employed by the Company or a Participating Subsidiary for not more than five (5) months per calendar year, or (iv) is a “highly compensated employee” of the Company or a Participating Subsidiary (within
      the meaning of Code Section 414(q)). Consistent with the requirements of Code Section 423, the Committee may (A) select a shorter time period than those specified in clauses (i) - (iii), (B) exclude highly compensated employees with compensation
      above a specified level or who are subject to Section 16 of the Securities Exchange Act of 1934, in each case to be applied in an identical manner for an Offering and (C) exclude any Employees located outside of the United States to the extent
      permitted under Section 423 of the Code.

    

    

    “Enrollment Form” means an agreement authorized by the Company (which agreement may be in electronic form) pursuant to which an Eligible Employee may elect to enroll in this Plan,
      to authorize a new level of payroll deductions, or to stop payroll deductions and withdraw from an Offering Period.

    

    

    “ESPP Share Account” means an account into which Common Stock purchased with accumulated payroll deductions at the end of an Offering Period are held on behalf of a Participant.

    

    

    “Exchange Act” means the U.S. Securities Exchange Act of 1934.

    

    

    “Fair Market Value” means, as of any date, the value of the shares of Common Stock as determined in the immediately following sentences. If the shares are listed on any established
      stock exchange or a national market system, the Fair Market Value shall be the closing price of a share (or if no sales were reported, the closing price on the Trading Day immediately preceding such date) as quoted on such exchange or system on the
      day of determination, as reported in The Wall Street Journal. In the absence of an established market for the shares, the Fair Market Value shall be determined in good faith by the Committee and such
      determination shall be conclusive and binding on all persons.

    

    

    “Grant Date” means the first Trading Day of each Offering Period as designated by the Committee.

    

    

    “Offering or Offering Period” means a period of six (6) months beginning January 1 and July 1 of each year; provided, however, that, pursuant to Section 5, the Committee may change the duration of future Offering Periods (subject to a maximum Offering Period of twenty-seven (27) months) and/or the start and end dates of future
      Offering Periods (subject to a maximum Offering Period of twenty-seven (27) months).

    

    

    “Participant” means an Eligible Employee who is actively participating in this Plan.

    

    

    “Participating Subsidiaries” means the Subsidiaries that have been designated as eligible to participate in this Plan, and such other Subsidiaries that may be designated by the
      Committee from time to time in its sole discretion.

    
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    “Plan” means this Aspen Technology, Inc. 2022 Employee Stock Purchase Plan.

    

    

    “Purchase Date” for an Offering Period means the last Trading Day of the Offering Period, or such other Trading Day(s) during the Offering Period as determined by the Committee.

    

    

    “Purchase Price” means an amount equal to the lesser of (i) eighty-five percent (85%) (or such greater percentage as designated by the Committee) of the Fair Market Value of a
      share of Common Stock on the Grant Date and (ii) eighty-five percent (85%) (or such greater percentage as designated by the Committee) of the Fair Market Value of a share of Common Stock on the Purchase Date, provided that the Purchase Price per
      share of Common Stock will in no event be less than the par value of the Common Stock.

    

    

    “Securities Act” means the U.S. Securities Act of 1933.

    

    

    “Stockholders Agreement” means that certain Stockholders Agreement by and among the Company, Emerson Electric Co. (“Emerson”), and EMR Worldwide, Inc. to be entered into at the
      closing of the transactions contemplated by the Transaction Agreement (as may be amended from time to time).

    

    

    “Subsidiary” means any corporation, domestic or foreign, of which not less than fifty percent (50%) of the combined voting power is held by the Company or a Subsidiary, whether or
      not such corporation exists now or is hereafter organized or acquired by the Company or a Subsidiary. In all cases, the determination of whether an entity is a Subsidiary shall be made in accordance with Code Section 424(f).

    

    

    “Trading Day” means any day on which the established stock exchange or national market system upon which the Common Stock is listed is open for trading or, if the Common Stock is
      not listed on an established stock exchange or national market system, a business day, as determined by the Committee in good faith.

    

    

    “Transaction Agreement” means that certain Transaction Agreement and Plan of Merger dated as of October 10, 2021 by and among Aspen Technology, Inc., Emerson, EMR Worldwide, Inc.,
      Emersub CX, Inc. and Emersub CXI, Inc. (as may be amended from time to time).

    

    

    	3.	
            Administration

          


    

    

    3.1          General. Subject to the Stockholders Agreement, this Plan shall be
        administered by the Committee. Subject to the terms of the Stockholders Agreement, the Committee shall have the authority to construe and interpret this Plan, prescribe, amend, and rescind rules relating to this Plan’s administration, and take any
        other actions necessary or desirable for the administration of this Plan, including adopting sub-plans applicable to particular Participating Subsidiaries or locations, which sub-plans may be designed to be outside the scope of Code Section 423.
        The Committee may correct any defect or supply any omission or reconcile any inconsistency or ambiguity in this Plan. All decisions of the Committee in connection with the administration of this Plan shall be in the Committee’s sole discretion, and
        such decisions shall be final and binding on all persons. All expenses of administering this Plan shall be borne by the Company. Subject to the Stockholders Agreement, the Board may take any action under this Plan that would otherwise be the
        responsibility of the Committee.

    

    

    3.2          Delegation. To the extent necessary or appropriate, the Committee may
        delegate any of its duties or responsibilities under the Plan as they pertain to a Participating Subsidiary to such Participating Subsidiary. The Committee (or any Participating Subsidiary with the consent of the Committee) may appoint or engage
        any person or persons as a third party administrator to perform ministerial functions pertaining to the issuance, accounting, recordkeeping, forfeiture, exercise, communication, transfer, or any other functions or activities necessary or
        appropriate to administer and operate this Plan.

    
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    	4.	
            Eligibility

          


    

    

    4.1          General. Unless otherwise determined by the Committee in a manner that is
        consistent with Code Section 423, any individual who is an Eligible Employee as of the first day of the enrollment period designated by the Committee for a particular Offering Period shall be eligible to participate in such Offering Period, subject
        to the requirements of Code Section 423.

    

    

    4.2          Eligibility Restrictions. Notwithstanding any provision of this Plan to
        the contrary, no Eligible Employee shall be granted an option under this Plan if (i) immediately after the grant of the option, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Code
        Section 424(d)) would own capital stock of the Company or hold outstanding options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary or (ii)
        such option would permit his or her rights to purchase stock under all employee stock purchase plans (described in Code Section 423) of the Company and its Subsidiaries to accrue at a rate that exceeds twenty-five thousand dollars ($25,000) of the
        Fair Market Value of such stock (determined at the time the option is granted) for each calendar year in which such option is outstanding at any time.

    

    

    	5.	
            Offering Periods

          


    

    

    This Plan shall be implemented by a series of Offering Periods, each of which shall be six (6) months in duration, with new Offering Periods commencing on or about January 1 and July 1 of each year (or such other times
      as determined by the Committee). The Committee shall have the authority to change the duration, frequency, start date, and end date of Offering Periods subject to the terms and conditions of the Plan.

    

    

    	6.	
            Participation

          


    

    

    6.1          Enrollment; Payroll Deductions. An Eligible Employee may elect to
        participate in this Plan by properly completing an Enrollment Form, which may be electronic, and submitting it to the Company, in accordance with the enrollment procedures established by the Company. Participation in this Plan is entirely
        voluntary. By submitting an Enrollment Form, the Eligible Employee authorizes payroll deductions from his or her paycheck in an amount equal to at least one percent (1%), but not more than ten percent (10%) (or such other maximum percentage as the
        Committee may establish from time to time before an Offering Period begins) of his or her Compensation on each pay day occurring during an Offering Period, provided that a Participant may not have more than $10,000 in payroll deductions withheld
        during any one calendar year (or such other amount as the Committee may determine before the beginning of the calendar year). Payroll deductions shall commence on the first payroll date after the Grant Date and end on the last payroll date on or
        before the Purchase Date. The Company shall maintain records of all payroll deductions but shall have no obligation to pay interest on payroll deductions or to hold such amounts in a trust or in any segregated account. Unless expressly permitted by
        the Committee, a Participant may not make any separate contributions or payments to this Plan.

    

    

    6.2          Election Changes. During an Offering Period, a Participant may not change
        his or her rate of payroll deductions applicable to such Offering Period unless the Committee determines otherwise. A Participant may decrease or increase his or her rate of payroll deductions for future Offering Periods by submitting a new
        Enrollment Form authorizing the new rate of payroll deductions at least fifteen (15) days before the start of the next Offering Period.

    
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    6.3          Automatic Re-enrollment. Enrollment and the deduction rate selected in the
        Enrollment Form shall remain in effect for subsequent Offering Periods unless the Participant (i) submits a new Enrollment Form authorizing a new level of payroll deductions in accordance with Section 6.2, (ii) withdraws from this Plan in
        accordance with Section 10, or (iii) terminates employment or otherwise becomes ineligible to participate in this Plan.

    

    

    	7.	
            Grant of Option

          


    

    

    On each Grant Date, each Participant in the applicable Offering Period shall be granted an option to purchase, on the Purchase Date, a number of shares of Common Stock determined by dividing the Participant’s accumulated
      payroll deductions in respect of such applicable Offering Period by the applicable Purchase Price; provided, however, that in no event shall any Participant purchase
      more than one thousand (1,000) shares of Common Stock during an Offering Period (subject to adjustment in accordance with Section 18 and the limitations set forth in Section 4.2 and 13).

    

    

    	8.	
            Exercise of Option/Purchase of Shares

          


    

    

    A Participant’s option to purchase shares of Common Stock shall be exercised automatically on the Purchase Date of each Offering Period. The Participant’s accumulated payroll deductions shall be used to purchase the
      maximum number of whole shares that can be purchased with the amounts in the Participant’s notional account, subject to the limitations set forth in this Plan. Unused payroll deductions remaining in a Participant’s notional account at the end of an
      Offering Period, by reason of the inability to purchase a fractional share, shall be carried forward to the next Offering Period, subject to earlier withdrawal by the Participant in accordance with Section 10 or termination of employment in
      accordance with Section 11. Any accumulated payroll deductions that remain in a Participant’s notional account after applying the limitations of Section 4.2 and Section 7 shall be returned to the Participant as soon as administratively practicable.

    

    

    	9.	
            Transfer of Shares

          


    

    

    As soon as reasonably practicable after each Purchase Date, the Company shall arrange for the delivery to each Participant of the shares of Common Stock purchased upon exercise of his or her option. The Committee may
      permit or require that the shares be deposited directly into an ESPP Share Account established in the name of the Participant with a Designated Broker. A Participant may not sell or otherwise dispose of shares deposited in his or her ESPP Share
      Account earlier than twelve (12) months following the applicable Purchase Date (or such shorter periods as the Committee may establish). In addition, in the absence of a permitted disposition and if the shares are held with a Designated Broker, the
      shares must be held in the ESPP Share Account with the Designated Broker until eighteen (18) months after the Purchase Date (or such other period as established by the Committee at the beginning of the Offering Period for which the shares were
      purchased).

    

    

    	10.	
            Withdrawal

          


    

    

    10.1          Withdrawal Procedure. A Participant may withdraw from an Offering by
        submitting to the Company a revised Enrollment Form indicating his or her election to withdraw at least fifteen (15) days before the Purchase Date. The accumulated payroll deductions held on behalf of a Participant in his or her notional account
        (that have not been used to purchase shares of Common Stock) shall be paid to the Participant promptly after receipt of the Participant’s Enrollment Form indicating his or her election to withdraw and the Participant’s option shall be automatically
        terminated. If a Participant withdraws from an Offering Period, no payroll deductions shall be made during any succeeding Offering Period, unless the Participant re-enrolls in accordance with Section 6.1.

    
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    10.2          Effect on Eligibility for Succeeding Offering Periods. A Participant’s
        election to withdraw from an Offering Period shall not have any effect upon his or her eligibility to participate in succeeding Offering Periods that commence after the completion of the Offering Period from which the Participant withdraws.

    

    

    	11.	
            Termination of Employment; Change in Employment Status

          


    

    

    Upon termination of a Participant’s employment from the Company and the Participating Subsidiaries for any reason or at any time, or a change in the Participant’s employment status after which the Participant is no
      longer an Eligible Employee, the Participant shall be deemed to have withdrawn from this Plan and the payroll deductions in the Participant’s notional account (that have not been used to purchase shares of Common Stock) shall be returned to the
      Participant, or in the case of the Participant’s death, to the person(s) entitled to such amounts under Section 17, and the Participant’s option shall be automatically terminated.

    

    

    	12.	
            Interest

          


    

    

    No interest shall accrue on or be payable with respect to the payroll deductions of a Participant in this Plan.

    

    

    	13.	
            Shares Reserved for Plan

          


    

    

    13.1          Number of Shares. Subject to adjustment in accordance with Section 18, a
        total of 179,082 shares of Common Stock have been reserved as authorized for the grant of options under this Plan. The shares of Common Stock may be newly issued shares, treasury shares, or shares acquired on the open market. If an option under
        this Plan expires or is terminated unexercised for any reason, the shares as to which such option so expired or terminated again may be made subject to an option under this Plan.

    

    

    13.2          Oversubscribed Offerings. The number of shares of Common Stock that a
        Participant may purchase in an Offering under this Plan may be reduced if the Offering is oversubscribed. No option granted under this Plan shall permit a Participant to purchase shares of Common Stock that, if added together with the total number
        of shares of Common Stock purchased by all other Participants in such Offering, would exceed the total number of shares of Common Stock remaining available under this Plan. If, on a particular Purchase Date, the number of shares of Common Stock
        with respect to which options are to be exercised exceeds the number of shares of Common Stock then available under this Plan, the Company shall make a pro rata allocation of the shares of Common Stock remaining available for purchase in as uniform
        a manner as practicable and as the Committee determines to be equitable.

    

    

    	14.	
            Transferability

          


    

    

    No payroll deductions credited to a Participant, nor any rights with respect to the exercise of an option or any rights to receive Common Stock hereunder, may be assigned, transferred, pledged, or otherwise disposed of
      in any way (other than by will, the laws of descent and distribution, or as provided in Section 17) by the Participant. Any attempt to assign, transfer, pledge, or otherwise dispose of such rights or amounts shall be without effect.

    
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    	15.	
            Application of Funds

          


    

    

    All payroll deductions received or held by the Company under this Plan may be used by the Company for any corporate purpose to the extent permitted by applicable law, and the Company shall not be required to segregate
      such payroll deductions or contributions.

    

    

    	16.	
            Statements

          


    

    

    Statements will be made available (in such form as determined by the Committee, including in electronic form) to Participants at least annually that shall set forth the contributions made by the Participant to this Plan,
      the Purchase Price of any shares of Common Stock purchased with accumulated funds, the number of shares of Common Stock purchased, and any payroll deduction amounts remaining in the Participant’s notional account.

    

    

    	17.	
            Designation of Beneficiary

          


    

    

    A Participant may file, on forms supplied by the Company, a written designation of beneficiary who is to receive any shares of Common Stock and cash in respect of any fractional shares of Common Stock, if any, from the
      Participant’s ESPP Share Account under this Plan in the event of such Participant’s death. In addition, a Participant may file, on forms supplied by the Committee, a written designation of beneficiary who is to receive any cash withheld through
      payroll deductions and credited to the Participant’s notional account in the event of the Participant’s death before the Purchase Date of an Offering Period.

    

    

    	18.	
            Adjustments for Changes in Capitalization; Dissolution or Liquidation; Corporate Transactions

          


    

    

    18.1          Adjustments. Following the closing of the transactions contemplated by
        the Transaction Agreement, in the event that any dividend or other distribution (whether in the form of cash, Common Stock, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up,
        spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or other change in the Company’s structure affecting the Common Stock occurs, then in order to prevent dilution or enlargement of the benefits or
        potential benefits intended to be made available under this Plan, the Committee shall, in such manner as it deems equitable, adjust the number of shares and class of Common Stock that may be delivered under this Plan, the Purchase Price per share,
        and the number of shares of Common Stock covered by each outstanding option under this Plan, and the numerical limits of Section 7 and Section 13.

    

    

    18.2          Dissolution or Liquidation. Unless otherwise determined by the Committee,
        in the event of a proposed dissolution or liquidation of the Company, any Offering Period then in progress shall be shortened by setting a new Purchase Date and the Offering Period shall end immediately before the proposed dissolution or
        liquidation. The new Purchase Date shall be before the date of the Company’s proposed dissolution or liquidation. Before the new Purchase Date, the Committee shall provide each Participant with written notice, which may be electronic, of the new
        Purchase Date and that the Participant’s option shall be exercised automatically on such date, unless before such time, the Participant has withdrawn from the Offering in accordance with Section 10 (or is deemed to have withdrawn in accordance with
        Section 11).

    

    

    18.3          Corporate Transactions. In the event of a Corporate Transaction, the
        then-current Offering Period shall be shortened by setting a new Purchase Date on which the Offering Period shall end. The new Purchase Date shall occur before the date of the Corporate Transaction. Before the new Purchase Date, the Committee shall
        provide each Participant with written notice, which may be electronic, of the new Purchase Date and that the Participant’s option shall be exercised automatically on such date, unless before such time, the Participant has withdrawn from the
        Offering in accordance with Section 10 (or is deemed to have withdrawn in accordance with Section 11).

    
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    	19.	
            General Provisions

          


    

    

    19.1          Equal Rights and Privileges. Notwithstanding any provision of this Plan
        to the contrary and in accordance with Code Section 423, all Eligible Employees who are granted options under this Plan for an Offering shall have the same rights and privileges with respect to that Offering.

    

    

    19.2          No Right to Continued Service. Neither this Plan nor any compensation
        paid hereunder shall confer on any Participant the right to continue as an Employee or in any other capacity.

    

    

    19.3          Rights as Stockholder. A Participant shall become a stockholder with
        respect to the shares of Common Stock that are purchased pursuant to options granted under this Plan when the shares are transferred to the Participant’s ESPP Share Account. A Participant shall have no rights as a stockholder with respect to shares
        of Common Stock for which an election to participate in an Offering Period has been made until such Participant becomes a stockholder as provided above.

    

    

    19.4          Successors and Assigns. This Plan shall be binding on, and inure to the
        benefit of, the Company and its successors and assigns.

    

    

    19.5          Entire Plan. This Plan constitutes the entire plan with respect to the
        subject matter hereof and supersedes all prior plans with respect to the subject matter hereof.

    

    

    19.6          Compliance with Law. The obligations of the Company with respect to
        payments under this Plan are subject to compliance with all applicable laws and regulations. Common Stock shall not be issued with respect to an option granted under this Plan unless the exercise of such option and the issuance and delivery of the
        shares of Common Stock pursuant thereto shall comply with all applicable provisions of law, including the Securities Act, the Exchange Act, and the requirements of any stock exchange upon which the shares may then be listed.

    

    

    19.7          Notice of Disqualifying Dispositions. Each Participant shall give the
        Company prompt written notice of any disposition or other transfer of shares of Common Stock acquired pursuant to the exercise of an option acquired under this Plan, if such disposition or transfer is made within two (2) years after the applicable
        Grant Date or within one (1) year after the applicable Purchase Date.

    

    

    19.8          Term of Plan. This Plan shall become effective on the Effective Date and,
        unless terminated earlier pursuant to Section 19.9, shall have a term of ten (10) years.

    

    

    19.9          Amendment or Termination. Subject to the Stockholders Agreement (and the
        approval of Emerson, to the extent required thereby), the Committee may, in its sole discretion, amend, suspend, or terminate this Plan at any time and for any reason. If this Plan is terminated, the Committee may elect to terminate all outstanding
        Offering Periods either immediately or once shares of Common Stock have been purchased on the next Purchase Date (which may, in the discretion of the Committee, be accelerated) or permit Offering Periods to expire in accordance with their terms
        (and subject to any adjustment in accordance with Section 18). If any Offering Period is terminated before its scheduled expiration, all amounts that have not been used to purchase shares of Common Stock shall be returned to Participants (without
        interest, except as otherwise required by law) as soon as administratively practicable.

    
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    19.10          Applicable Law. The laws of the State of Delaware shall govern all
        questions concerning the construction, validity, and interpretation of this Plan, without regard to such state’s conflict of law rules.

    

    

    19.11          Stockholder Approval. This Plan shall be subject to approval by the
        stockholders of the Company within twelve (12) months before or after the date this Plan is adopted by the Board.

    

    

    19.12          Code Section 423. This Plan is intended to qualify as an “employee stock
        purchase plan” under Code Section 423. Any provision of this Plan that is inconsistent with Code Section 423 shall be reformed to comply with Code Section 423. All options are intended to be treated as “statutory stock options” within the meaning
        of Treasury Regulation §1.409A-1(b)(5)(ii), and the Plan and the options will be interpreted and administered accordingly. Notwithstanding anything to the contrary in the Plan, neither the Company nor the Committee, nor any person acting on behalf
        of the Company or the Committee, will be liable to any Participant or other person by reason of any acceleration of income, any additional tax, or any other tax or liability asserted by reason of the failure of the Plan or any option to be exempt
        from or satisfy the requirements of Section 423 or 409A of the Code.

    

    

    19.13          Withholding. To the extent required by applicable Federal, state, or
        local law, a Participant must make arrangements satisfactory to the Company for the payment of any withholding or similar tax obligations that arise in connection with this Plan. At any time, the Company or any Subsidiary may, but will not be
        obligated to, withhold from a Participant’s compensation the amount necessary for the Company or any Subsidiary to meet applicable withholding obligations, including any withholding required to make available to the Company or any Subsidiary any
        tax deductions or benefits attributable to the sale or early disposition of shares of Common Stock by such Participant. In addition, the Company or any Subsidiary may, but will not be obligated to, withhold from the proceeds of the sale of shares
        of Common Stock or any other method of withholding that the Company or any Subsidiary deems appropriate to the extent permitted by, where applicable, Treasury Regulation Section 1.423-2(f). The Company will not be required to issue any Shares under
        the Plan until such obligations are satisfied.

    

    

    19.14          Severability. If any provision of this Plan shall for any reason be held
        to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and this Plan shall be construed as if such invalid or unenforceable provision were omitted.

    

    

    19.15          Plan Construction. In this Plan, unless otherwise stated, the following
        uses apply: (i) references to a statute or law shall refer to the statute or law and any amendments and any successor statutes or laws, and to all regulations promulgated under or implementing the statute or law, as amended, or its successors, as
        in effect at the relevant time; (ii) in computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until” and “ending on” (and the like)
        mean “to and including”; (iii) indications of time of day shall be based upon the time applicable to the location of the principal headquarters of the Company; (iv) the words “include,” “includes” and “including” mean “include, without limitation,”
        “includes, without limitation” and “including, without limitation,” respectively; (v) all references to articles and sections are to articles and sections in this Plan; (vi) all words used shall be construed to be of such gender or number as the
        circumstances and context require; (vii) the captions and headings of articles and sections have been inserted solely for convenience of reference and shall not be considered a part of this Plan, nor shall any of them affect the meaning or
        interpretation of this Plan or any of its provisions; (viii) any reference to an agreement, plan, policy, form, document, or set of documents, and the rights and obligations of the parties under any such agreement, plan, policy, form, document, or
        set of documents, shall mean such agreement, plan, policy, form, document, or set of documents as amended from time to time, and any and all modifications, extensions, renewals, substitutions, or replacements thereof; and (ix) all accounting terms
        not specifically defined shall be construed in accordance with GAAP.

    
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    19.16          Stockholders Agreement. For so long as the Stockholders Agreement is in
        effect, this Plan (and the rights of the Board and the Committee hereunder) will be interpreted to be consistent with the provisions of the Stockholders Agreement. In the event of any conflict between this Plan and the Stockholders Agreement, the
        provisions of the Stockholders Agreement shall prevail.

    

    

    As adopted by the Board on May 15, 2022.

    

    

    As approved by the stockholders of the Company on May 15, 2022.

     

    

    
      
 

    

    

  

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